<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
--- OF 1934
For the quarterly period ended March 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
--- OF 1934
For the transition period from to
Commission file number 0-21485
SUPERIOR CONSULTANT HOLDINGS CORPORATION
(exact name of registrant as specified in its charter)
STATE OF DELAWARE 38-3306717
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4000 Town Center, Suite 1100 Southfield, Michigan 48075
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 386-8300
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
As of May 2, 1997, 7,634,325 shares of the registrant's common stock (par
value $.01) were outstanding.
<PAGE> 2
SUPERIOR CONSULTANT HOLDINGS CORPORATION
Quarter Ended March 31, 1997
INDEX
PART I - FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 1997
and December 31, 1996 (unaudited) 3
Condensed Consolidated Statements of Operations for the
three months ended March 31, 1997 and 1996 (unaudited) 4
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 1997 and 1996 (unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
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Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
ASSETS MARCH 31, DECEMBER 31,
1997 1996
----------- --------------
<S> <C> <C>
Current assets
Cash $ 250 $ 2,076
Short-term investments 32,602 34,554
Accounts receivable, net 10,271 9,918
Accrued interest receivable and prepaid expenses 443 456
--------- ---------
Total current assets 43,566 47,004
Property and equipment, net 3,495 2,598
Deferred income taxes 85 --
Goodwill, net 4,908 --
--------- ---------
Total Assets $ 52,054 $ 49,602
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 2,747 $ 2,271
Accrued liabilities 2,560 3,235
Deferred revenue 1,100 1,286
Income taxes payable 959 584
--------- ---------
Total current liabilities 7,366 7,376
Deferred income taxes -- 198
Deferred performance bonuses 580 580
Stockholders' equity
Preferred stock; authorized, 1,000,000 shares of
$.01 par value; no shares issued or outstanding -- --
Common stock; authorized, 30,000,000 shares of
$.01 par value; issued and outstanding, 7,634,325
as of March 31, 1997 and 7,559,735 as of
December 31, 1996 76 76
Additional paid-in capital 42,560 40,986
Retained earnings 2,170 1,084
Stockholders' notes receivable (698) (698)
--------- ---------
Total stockholders' equity 44,108 41,448
--------- ---------
Total Liabilities and Stockholders' Equity $ 52,054 $ 49,602
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
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SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------
1997 1996
-------- --------
<S> <C> <C>
Revenues $ 11,961 $ 8,162
Costs and expenses
Cost of services 5,896 3,924
Selling, general and administrative expenses 4,597 3,078
Executive compensation expense 223 1,436
-------- --------
Total costs and expenses 10,716 8,438
-------- --------
Earnings (loss) from operations 1,245 (276)
Other income, principally interest income 551 1
-------- --------
Earnings (loss) before income taxes 1,796 (275)
Income taxes 710 -
-------- --------
Net earnings (loss) $ 1,086 $ (275)
======== ========
Net earnings per share $ 0.14 -
========
Pro forma earnings data
Loss before income taxes, as reported $ (275)
Adjustment for executive compensation expense 1,171
--------
Pro forma earnings before income taxes 896
Pro forma income tax expense 356
--------
Pro forma net earnings $ 540
========
Pro forma net earnings per share $ 0.11
========
Weighted average number of common and common
equivalent shares outstanding 7,629 4,824
======= ========
</TABLE>
See notes to condensed consolidated financial statements.
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SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ 1,086 $ (275)
Adjustments to reconcile net earnings (loss)
to net cash provided by (used in) operating
activities
Depreciation 210 102
Amortization of goodwill 14 -
Bad debt expense 30 30
Deferred income taxes (283) (12)
Changes in operating assets and liabilities:
Accounts receivable (383) (1,291)
Accrued interest receivable and prepaid
expenses 13 70
Accounts payable 476 242
Accrued liabilities (676) 613
Deferred revenue (186) (225)
Income taxes payable 375 -
------- ------
Net cash provided by (used in)
operating activities 676 (746)
Cash flows used in investing activities:
Purchase of The Kaufman Group (3,347) -
Purchases of property and equipment (1,107) (210)
------- -------
Net cash used in investing activities (4,454) (210)
Cash flows from financing activities:
Proceeds from lines of credit, net - 605
Repayment of note payable to stockholder - (50)
------- -------
Net cash provided by financing activities - 555
------- -------
Net decrease in cash (3,778) (401)
Cash and cash equivalents, beginning of period 36,630 455
------- -------
Cash and cash equivalents, end of period $32,852 $ 54
======= =======
Supplemental disclosure of cash flow information:
Interest expense - $ 8
Income tax payments $ 618 -
Non-cash acquisition costs (issuance of common
stock for The Kaufman Group) $ 1,600 -
</TABLE>
See notes to condensed consolidated financial statements.
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SUPERIOR CONSULTANT HOLDINGS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 1997
Note 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared pursuant to the rules of the Securities and Exchange
Commission for quarterly reports on Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals and
estimated provisions for bonus and profit-sharing arrangements) considered
necessary for a fair presentation have been included. Operating results for
the three-month period ended March 31, 1997 is not necessarily indicative of
the results that may be expected for the year ended December 31, 1997.
These financial statements should be read in conjunction with the
Company's audited consolidated financial statements and notes thereto included
in the Company's 1996 annual report on Form 10-K filed by the Company with the
Securities and Exchange Commission on March 31, 1997.
NOTE 2 - PRO FORMA ADJUSTMENTS TO FINANCIAL STATEMENTS
The following pro forma adjustments have been made to the 1996
historical results of operations to make the presentation more comparable in
relation to 1997's actual results:
(a) Elimination of executive compensation expense (including bonuses)
in excess of the amount that would have been paid had the compensation limiting
agreements, for the majority stockholder and two other executive officers,
which became effective concurrent with the closing of the Company's initial
public offering of common stock on October 16, 1996 ("IPO"), been effective
throughout such periods.
(b) Computation of federal income taxes assuming an effective tax
rate of 40% for the three months ended March 31, 1996, which would have been
recorded had one of the Company's subsidiaries, Superior Consultant Company,
Inc., been a C corporation and after eliminating the executive compensation
expense in (a).
NOTE 3 - PRO FORMA NET EARNINGS PER SHARE
Pro forma net earnings per share is computed based on the weighted
average number of shares of Common Stock outstanding during the respective
periods, and includes the dilutive effect of unexercised stock options using
the treasury stock method.
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NOTE 4 - ACQUISITION
Effective March 12, 1997, the Company purchased a healthcare consulting
business in California, The Kaufman Group, for $3.2 million in cash, $1.6
million of newly-issued common stock, and a maximum additional payment of $1.45
million in cash over a three-year period. The acquisition is recorded using the
purchase method of accounting. The entire purchase price has been allocated to
goodwill and will be amortized over 15 years.
NOTE 5 - NEW ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share, which is effective
for financial statements issued after December 15, 1997. Early adoption of the
new standard is not permitted. The new standard eliminates primary and fully
diluted earnings per share and requires presentation of basic and diluted
earnings per share together with disclosure of how the per share amounts were
computed. The adoption of this new standard is not expected to have a material
impact on the disclosure of earnings per share in the financial statements.
The effect of adopting this new standard has not been determined.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
Statements included in Management's Discussion and Analysis of
Financial Condition and Results of Operations which are not historical in
nature, are intended to be, and are hereby identified as, "forward looking
statements" for purposes of the safe harbor provided by Section 21E of the
Securities Exchange Act of 1934, as amended by Public Law 104-67.
Forward-looking statements may be identified by words including "anticipate,"
"believe," "intends," "estimates," "expect" and similar expressions. The
Company cautions readers that forward-looking statements, including without
limitation, those relating to the Company's future business prospects,
revenues, working capital, liquidity, and income, are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those indicated in the forward looking statements, due to several important
factors herein identified, among others, and other risks and factors identified
from time to time in the Company's reports filed with the SEC, including the
risk factors identified in the Company's Registration Statement on Form S-1
(File No. 333-10213).
The Company conducts business through its two wholly-owned operating
subsidiaries, Superior Consultant Company, Inc. ("Superior") and Unitive
Corporation ("Unitive"). Superior is a leading healthcare consulting firm that
provides a wide range of information technology (IT) consulting and strategic
and operations management consulting services to a broad cross-section of
healthcare industry participants and healthcare information system vendors.
Unitive assists clients in various industries in developing, designing,
implementing and maintaining groupware and intranet and web based information
systems and solutions, as well as enterprise messaging and custom applications
and legacy systems integration.
The Company derives substantially all of its revenues from fees for
professional services, the substantial majority of which are billed at
contracted hourly rates. The Company establishes standard billing guidelines
based on the type and level of service offered. Actual billing rates are
established on a project by project basis and may vary from the standard
guidelines. Billings are typically made on a bi-weekly basis to monitor client
satisfaction and manage outstanding accounts receivable balances. Revenue on
time and materials contracts is recognized as the services are provided. A
portion of the Company's projects are billed on a fixed-fee basis, which is
distinguishable from the Company's general method of billing on a time and
materials basis. The Company recognizes revenue on fixed fee projects using
the percentage of completion basis. To date in 1997, the Company has increased
the number and size of projects billed on a fixed-fee basis. Increased use of
fixed-fee contracts subjects the Company to increased risks, including cost
overruns. To date in 1997, the Company has been awarded two significant
contracts to provide healthcare IT outsourcing services. There can be no
assurance that the Company will be able to achieve profit margins on
outsourcing contracts which are consistent with its historical levels of
profitability.
The Company's historical revenue growth is attributable to various
factors, including an increase in the number of projects for existing and new
clients, and expanded geographic presence. In addition, the Company seeks to
increase revenues by expanding its range of specialty services. The Company
manages its client development efforts through several strategic services
groups, each having specific geographic responsibility and focus.
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The Company's most significant expense is cost of services, which
consists primarily of consultant salaries and benefits. In recent years,
consultant compensation expense has grown faster than consultant billing rates,
resulting in an increase in the Company's cost of services as a percentage of
revenues. The Company has sought to address this issue by adding an additional
variable portion of compensation payable upon the achievement of measurable
performance goals.
The Company's cost of services as a percentage of revenues is also
impacted by its consultant utilization. The Company manages utilization by
monitoring project requirements and timetables. The number of consultants
assigned to a project will vary according to the size, complexity, duration and
demands of the project. Project terminations, completions and scheduling
delays may result in periods when consultants are not fully utilized. An
unanticipated termination of a significant project could cause the Company to
experience lower consultant utilization, resulting in a higher than expected
number of unassigned consultants. In addition, the establishment of new
practice areas and the hiring of consultants in peak hiring periods have
resulted in periods of lower consultant utilization (and resulting downward
pressure on margins) until project volume increases in these new areas. In the
future, the establishment of new practice areas, as well as further geographic
expansion, could from time to time adversely affect utilization. Variations in
consultant utilization would result in quarterly variability of the Company's
cost of services as a percentage of revenues. The Company's consultants are
generally employed on a full-time basis, and therefore the Company will, in the
short run, incur substantially all of its employee-related costs even during
periods of low utilization.
Selling, general and administrative expenses include the costs of
recruiting, continuing education, marketing, facilities, equipment
depreciation, and administration, including compensation and benefits.
Selling, general and administrative expenses as a percentage of total revenues
has decreased over the past three fiscal years as the Company has leveraged its
infrastructure expense across its growing revenue base.
Prior to the IPO, executive compensation expense consisted of salaries,
formula bonuses and discretionary bonuses paid to the majority stockholder and
two other key executives. The Company's historical levels of executive
compensation were related primarily to the Company's status as a Subchapter S
corporation and period to period increases in executive compensation expense
were related primarily to the Company's period to period earnings growth. The
Company has entered into agreements with these individuals effective upon the
IPO through December 31, 1997, which provide maximum annual compensation in an
aggregate amount of $1,060,000 for these three key executives, comprised of
base salary, and bonus amounts to be awarded based on the attainment of certain
financial performance criteria. The foregoing compensation arrangements for
these three officers did not apply to amounts paid on or prior to the IPO.
The pro forma statement of operations data reflects an adjustment for
executive officer compensation expense for the three months ended March 31,
1996 to eliminate the amount by which key executive compensation paid in such
period was in excess of the estimated compensation that would have been paid
under the recently adopted executive compensation agreements, as if such
agreements were in place throughout such period. The estimated amount payable
under the executive compensation agreements was calculated by assuming the
payment to the executive officers of their base salaries plus 100% of their
potential bonus for the applicable period.
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From January 1, 1987 to October 9, 1996 Superior was treated as a
Subchapter S corporation for federal income tax purposes under Subchapter S of
the Internal Revenue Code and for certain state income tax purposes. As a
result, substantially all of the income of Superior during this period was
taxed directly to its stockholders rather than Superior. In addition, prior to
January 1, 1995, Unitive was taxed as a Subchapter S corporation and thereafter
as a Subchapter C corporation. Since the IPO, the Company, Superior and Unitive
were subject to corporate federal income taxation on a consolidated basis as
Subchapter C corporations.
The pro forma statement of operations data reflects an adjustment to
federal income taxes for the three months ended March 31, 1996, assuming
Superior had been operating as a C corporation during such period, and reflects
an effective tax rate of 40%, after giving effect to the executive officer
compensation expense adjustments.
In connection with the termination of Superior's S corporation status,
in the fourth quarter of 1996 the Company recorded deferred income taxes of
approximately $130,000 in accordance with Statement of Financial Accounting
Standards No. 109," Accounting for Income Taxes." This income tax expense was
in addition to income tax expense otherwise incurred in such quarter and was
incurred upon termination of the Company's S corporation status.
THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED March 31, 1996
Revenues. Revenues increased by $3.8 million, or 46.5%, to $12.0
million for the three months ended March 31, 1997, as compared to $8.2 million
for the three months ended March 31, 1996. The revenue growth was due
primarily to strong growth in core lines of business, the completion of two
major outsourcing contracts and the acquisition of The Kaufman Group.
Cost of Services. Cost of services increased by $2.0 million, or
50.3%, to $5.9 million for the three months ended March 31, 1997, as compared
to $3.9 million for the three months ended March 31, 1996. The increase was
due to the additional number of consultants required to support the Company's
growth, as well as the costs of services associated with the outsourcing
agreements and The Kaufman Group acquisition. Cost of services as a percentage
of revenue increased to 49.3% for the three months ended March 31, 1997, as
compared to 48.1% for the three months ended March 31, 1996. This increase was
due to an increase in compensation levels, with average billing rates remaining
relatively constant. In addition, during the first quarter of 1997, the
Company's consultant base grew by approximately 20%. This resulted in slightly
lower consultant utilization during start-up, which was partially offset by the
variable portion of compensation payable to these consultants, which is
contingent upon achievement of measurable performance goals.
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THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996
(CONTINUED)
Selling, general and administrative expenses. Selling, general and
administrative expenses increased by $1.5 million, or 49.4 %, to $4.6 million
for the three months ended March 31,1997 , as compared to $3.1 million for the
three months ended March 31, 1996. This increase was due to the increase in
incentive and other compensation, as well as increased recruiting and training
expenses consistent with the Company's growth. Selling, general and
administrative expenses as a percentage of revenues increased to 38.4% for the
three months ended March 31, 1997, as compared to 37.7% for the three months
ended March 31, 1996. This increase was due to the expense of adding key
personnel in the areas of business development, outsourcing, and legal services
to pursue the Company's multi-faceted growth strategies, which precedes the
anticipated revenue contribution.
Executive compensation expense. Executive compensation expense
decreased by $1,213,000 to $223,000 for the three months ended March 31, 1997,
as compared to $1,436,000 for the three months ended March 31, 1996. As
discussed previously, prior to the IPO, the Company's historical levels of
executive compensation were related primarily to the Company's status as a
Subchapter S corporation and executive compensation expense was related
primarily to the Company's earnings.
Other income. Other income increased by $550,000 to $551,000 for the
three months ended March 31, 1997, as compared to $1,000 for the three months
ended March 31, 1996. This increase was due primarily to interest earned on
the investment of the majority of the net proceeds of approximately $39.7
million from the IPO in October 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary capital needs have been to fund the growth in
working capital required to support its growth in revenues. Prior to the IPO,
the Company's primary source of liquidity was cash flow from operations. The
Company believes that funds generated from operations, together with the
remaining proceeds received from its IPO and available credit under its bank
credit facilities, will be sufficient to finance its working capital and
capital expenditure requirements for at least the next 12 months.
At March 31, 1997, the Company had cash and cash equivalents of $32.9
million and working capital of $36.2 million. Working capital at March 31,
1997 represents a decrease of $3.4 million from December 31, 1996 resulting
primarily from purchases of property and equipment and the acquisition of The
Kaufman Group in March 1997.
The Company has two collateralized lines of credit facilities at
Comerica Bank N.A. totaling $3.0 million. The credit facilities bear interest
at 0.5% over prime. As of March 31, 1997, the Company had no amounts
outstanding on these lines.
Net cash provided by operating activities for the three months ended
March 31, 1997 was $676,000, compared with net cash used in operations of
$746,000 for the three months ended March 31,1996. The increase in cash
provided by operations is primarily due to higher earnings before depreciation
in the current period, which was partially offset by a reduction in accrued
liabilities.
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LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
Net cash used in investing activities of $4.5 million during the three
months ended March 31, 1997 consists of additions to property and equipment and
the acquisition of The Kaufman Group.
Net cash provided by financing activities during the three months ended
March 31, 1996 was principally the result of borrowings on the Company's lines
of credit to fund operations and purchases of property and equipment. There
were no cash flows from financing activities during the three months ended
March 31, 1997.
As noted above, effective March 12, 1997 the Company purchased The
Kaufman Group for $3.2 million in cash, $1.6 million of newly-issued common
stock, and a maximum additional payment of $1.45 million in cash over a
three-year period.
The Company does not believe that inflation has had a material effect
on the results of its operations in the past three years.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
10.16 Stock Purchase Agreement, dated March 12, 1997 among
Superior Consultant Holdings Corporation, Superior
Consultant Company, Inc., The Kaufman Group, Inc.,
Nathan S. Kaufman and Thomas S. Kumura (1)
27* Financial Data Schedule for the Quarter Ended
March 31, 1997
99.1 Press Release dated March 12, 1997 (1)
(b) Form 8-K
The Company filed a Current Report on Form 8-K, on
March 26, 1997, announcing the acquisition by the Company's
wholly-owned subsidiary, Superior Consultant Company, Inc.,
of all the outstanding securities of The Kaufman Group, a
healthcare consulting corporation organized under the laws of
California. No financial statements or pro forma financial
information were filed with the Current Report on Form 8-K,
but will be filed in an amendment to the Form 8-K within 60
days of the filing date of the Form 8-K.
______________________
* Filed herewith
(1) Incorporated by reference from the Company's Form 8-K as filed with the
SEC on March 26, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Superior Consultant Holdings Corporation
Date May 9, 1997 By: /s/ Richard D. Helppie, Jr.
------------------------------------
Richard D. Helppie, Jr.
President, Chief Executive Officer
(Principal Executive Officer)
Date May 9, 1997 By: /s/ James T. House
-------------------------------------
James T. House
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Page 14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
FINANCIAL STATEMENTS FOR THE 1ST QUARTER ENDED 3/31/97 CONTAINED IN THE
COMPANY'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT
ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 32,852
<SECURITIES> 0
<RECEIVABLES> 10,633
<ALLOWANCES> (362)
<INVENTORY> 0
<CURRENT-ASSETS> 43,566
<PP&E> 5,345
<DEPRECIATION> (1,850)
<TOTAL-ASSETS> 52,054
<CURRENT-LIABILITIES> 7,366
<BONDS> 0
0
0
<COMMON> 76
<OTHER-SE> 44,032
<TOTAL-LIABILITY-AND-EQUITY> 52,054
<SALES> 11,961
<TOTAL-REVENUES> 11,961
<CGS> 0
<TOTAL-COSTS> 5,896
<OTHER-EXPENSES> 4,820
<LOSS-PROVISION> 40
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,796
<INCOME-TAX> 710
<INCOME-CONTINUING> 1,086
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,086
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.14
</TABLE>
