<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 10-Q
(Mark One)
| X | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 1997
--------------------------------
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
------------- ----------------
Commission file number 0-72
--------
York Research Corporation
- ------------------------------------------------------------------------------
(Exact name of registrant as specified)
Delaware 06-0608633
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
of incorporation or organization) Identification No.)
280 Park Avenue, Suite 2700 West, New York, New York 10017
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 557-6200
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check whether registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and 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
--- ----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report
14,746,189.
- ----------
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MAY 31, FEBRUARY 28,
1997 1997
------------- -------------
<S> <C> <C>
(UNAUDITED) *
ASSETS
Current Assets:
Cash and cash equivalents $ 8,656,005 $ 11,513,026
Accounts receivable 21,893,304 7,900,114
Other receivables--related parties 5,968,854 8,298,806
Inventory 1,225,197 1,312,086
Deferred tax asset 752,000 661,000
Other current assets (including advances to employees and directors of $145,200
and $146,300, respectively) 415,164 311,356
------------- -------------
Total current assets 38,910,524 29,996,388
Property, plant and equipment, net 674,902 602,428
Long-term note receivable--WCTP 49,490,535 49,490,535
Advances to minority partner -- 2,000,000
Other assets (including advances to an employee and a director of $288,917 and
$608,267, respectively) 1,421,251 2,402,082
Excess of investment over net assets acquired, net 328,097 337,940
------------- -------------
Total assets $ 90,825,309 $ 84,829,373
------------- -------------
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 23,575,762 $ 10,765,462
Accrued expenses 1,759,577 1,659,085
Accrued income taxes 97,647 765,498
------------- -------------
Total current liabilities 25,432,986 13,190,045
Due to SBCC -- 19,982,000
Other long-term liabilities 874,620 884,949
Deferred tax liability 4,447,937 --
Deferred revenue and other credits 3,416,750 3,460,000
------------- -------------
Total liabilities 34,172,293 37,516,994
Minority interest in partnership 1,490,408 321,942
Commitments and contingencies -- --
Stockholders' equity
Common stock, Class A, $.01 par value; authorized 10,000,000 shares; none issued -- --
Common stock, $.01 par value; authorized 50,000,000 shares; issued 14,869,313 and
14,256,304 shares, respectively 148,693 142,563
Additional paid-in capital 63,920,061 60,350,127
Retained earnings (deficit) 26,381 (4,083,050)
------------- -------------
64,095,135 56,409,640
Less:
Treasury stock, at cost (123,124 and 47,124 shares) (1,409,401) (706,401)
Notes receivable--sale of common stock (6,832,938) (7,960,313)
Deferred compensation--ESOP (690,188) (752,489)
------------- -------------
Total stockholders' equity 55,162,608 46,990,437
------------- -------------
Total liabilities and stockholders' equity $ 90,825,309 $ 84,829,373
------------- -------------
------------- -------------
</TABLE>
* Derived from audited financial statements as of February 28, 1997
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(UNAUDITED)
FOR THE THREE
MONTHS ENDED MAY 31,
---------------------------
<S> <C> <C>
1997 1996
------------- ------------
Revenues:
Energy sales $ 45,762,694 --
Services 1,662,658 $ 4,024,766
------------- ------------
Total revenues 47,425,352 4,024,766
------------- ------------
Costs and expenses:
Cost of services 1,665,920 1,496,749
Cost of energy 45,976,249 --
Selling, general and administrative 2,622,289 1,565,256
Interest and other (income) expense (1,654,883) (757,261)
Minority interest in partnership 142,711 --
------------- ------------
Total costs and expenses 48,752,286 2,304,744
------------- ------------
Income (loss) before income taxes (1,326,934) 1,720,022
Provision for income taxes -- 360,000
------------- ------------
Income (loss) before extraordinary gain (1,326,934) 1,360,022
Extraordinary gain, net of tax and allocation to minority
interest 5,436,367 --
------------- ------------
Net income $ 4,109,433 $ 1,360,022
------------- ------------
------------- ------------
Earnings (loss) per share--Primary:
Per common share before extraordinary gain ($ 0.08) $ 0.10
Extraordinary gain 0.35 --
------------- ------------
Per common share $ 0.27 $ 0.10
------------- ------------
------------- ------------
Earnings (loss) per share--Fully Diluted:
Per common share before extraordinary gain ($ 0.08) $ 0.09
Extraordinary gain 0.35 --
------------- ------------
Per common share $ 0.27 $ 0.09
------------- ------------
------------- ------------
Weighted average number of common shares and common share
equivalents: 15,371,044 15,356,194
------------- ------------
------------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MAY 31,
<TABLE>
<CAPTION>
1997 1996
------------- -----------
<S> <C> <C>
(UNAUDITED)
OPERATING ACTIVITIES:
Net income $ 4,109,433 $ 1,360,022
Adjustments to reconcile net income to net cash generated by (used in) operating
activities:
Extraordinary gain (5,436,367) --
Depreciation and amortization 67,921 22,656
Amortization of deferred credits (43,250) --
ESOP contribution 155,151 111,707
Changes in operating assets and liabilities:
Increase in accounts and other receivables (11,710,529) (2,233,372)
Increase in construction in progress -- (254,719)
Net decrease in notes receivable, inventory, other current assets, and other
assets 606,578 200,844
Net increase (decrease) in accounts payable, accrued expenses and long-term
liabilities 12,749,748 (143,982)
Increase (decrease) in accrued taxes (667,851) 323,535
------------- -----------
NET CASH USED IN OPERATING ACTIVITIES (169,166) (613,309)
------------- -----------
INVESTING ACTIVITIES:
Purchase of machinery and equipment (130,552) (56,387)
------------- -----------
NET CASH USED IN INVESTING ACTIVITIES (130,552) (56,387)
------------- -----------
FINANCING ACTIVITIES:
Settlement of obligation (2,750,000) --
Payments on capital leases (3,517) (4,648)
Proceeds from exercise of stock options and warrants 196,214 606,641
------------- -----------
NET CASH GENERATED BY (USED IN) FINANCING ACTIVITIES (2,557,303) 601,993
------------- -----------
DECREASE IN CASH AND CASH EQUIVALENTS (2,857,021) (67,703)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 11,513,026 5,530,190
------------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,656,005 $ 5,462,487
------------- -----------
------------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(1) General
-------
In the opinion of management, the accompanying consolidated, unaudited
financial statements contain all adjustments necessary to present fairly York
Research Corporation and Subsidiaries' ("York" or the "Company") consolidated
financial position as at May 31, 1997 and results of operations and cash
flows for the three months ended May 31, 1997 and 1996.
Certain financial information which is normally included in financial
statements prepared in accordance with generally accepted accounting
principles, but which is not required for interim reporting purposes, has
been condensed or omitted. The accompanying financial statements need to be
read in conjunction with the financial statements and notes thereto included
in the Registrant's Form 10-K.
Any adjustments that have been made to the financial statements are of a
normal recurring nature.
(2) Per Share Data
--------------
Per share data is based on the weighted average number of common shares
and common share equivalents (warrants and options) outstanding during the
quarter, calculated using the modified treasury stock method.
Three Months Ended
------------------
May 31, 1997 May 31, 1996
---------------------------
Weighted average number of shares outstanding 14,718,422 13,309,591
Average of unreleased ESOP shares (819,875) (985,479)
Dilution (warrants and options) 1,472,497 3,032,082
--------- ---------
Weighted average number of common share and
common share equivalents 15,371,044 15,356,194
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share,
which is effective for financial statements for both interim and annual
periods ending 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. Basic earnings per share excludes dilution and is computed by
dividing income available to common shareholders by the weighted-average
common shares outstanding for the period. Diluted earnings per share reflects
the weighted average common shares outstanding plus the potential dilutive
effect of securities or contracts which are convertible to common shares,
such as options, warrants, and convertible preferred stock unless
antidilutive based upon income before extraordinary gain. The pro forma
effect of adopting the new standard would be:
-5-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Three Months Ended
------------------
May 31, 1997 May 31, 1996
------------ ------------
Earnings per share - Basic:
Per common share before extraordinary gain ($.10) $.11
Extraordinary gain .39 -
------ -----
Per common share $.29 $.11
------ -----
------ -----
Earnings per share - Diluted:
Per common share before extraordinary gain ($.10) $.10
Extraordinary gain .39 -
----- -----
Per common share $.29 $.10
----- -----
(3) Settlement of Obligation
------------------------
In March 1997, B-41 Associates L.P. ("B-41LP") settled all its
obligations to Sanwa Business Credit Corp. ("SBCC") for a cash payment of
$2,750,000. SBCC, in exchange for this cash payment gave up all its interest
in the future cash flow from the Brooklyn Navy Yard Project and has no
continuing interest in any of the Company's projects or assets. In settling
this obligation, B-41LP caused Rochdale Village Associates L.P. ("RVA") and
its partners to lose tax benefits that they would have been able to utilize.
Therefore, the Company compensated RVA for its lost tax benefits in the total
amount of $4 million. The form of this non-cash transaction with RVA and its
partners was the exercise of 500,000 pre-existing warrants at $6 per share
for a total of $3,000,000, and the transfer of $1,000,000 of the Company's
note receivable from the Chairman to a nonconsolidated affiliate. This
extinguishment of the SBCC liability resulted in an extraordinary gain of
approximately $5.4 million net of taxes of approximately $4.4 million and an
allocation to the minority interest of approximately $3.3 million. The $2
million distribution that RVA received from B-41LP in Fiscal 1993 was charged
against the capital of B-41LP concurrent with the allocation of the gain to
the minority interest.
(4) Settlement of Class Action Litigation
-------------------------------------
The Company, while denying any liability, and in the opinion of
management, in order to avoid a protracted and costly litigation, settled in
May 1993 a class action lawsuit which shareholders brought against the
Company and certain directors and officers of York. Pursuant to the terms of
the settlement, in March 1995, the Company issued to the members of the
class, warrants to purchase 600,000 shares of its common stock at $8.00
("Class A Warrants") per share and warrants to purchase 180,000 shares of its
common stock at $6.15 ("Class B Warrants") per share (collectively the
"Warrants"). The Class A Warrants expired on November 1, 1995. When the
Class A Warrants expired, the holders of such warrants became entitled to
-6-
<PAGE>
and did surrender them for $6.9 million drawn under a letter of credit which
had been posted on February 16, 1995 by Edison Mission Energy, which is
recourse only to future distributions from BNYLP, if any. The Class B
Warrants remain outstanding except that at May 31, 1997, 36,524 Class B
Warrants had been exercised. Under the terms of the settlement other
principal provisions of the Class B Warrants include the following:
(i) The Company has the right to redeem the Class B Warrants in whole or in
part for $11.50 per warrant.
(ii) The Company has the right to reduce the Class B Warrant exercise price
in its discretion (the "adjusted exercise price").
(iii) Unless the Class B Warrants have previously been redeemed or
accelerated the warrants may be exchanged by the holders thereof on the
Expiration Date for $11.50 in cash per warrant (the "Surrender Price").
(iv) All unexpired Class B Warrants may no longer be exchanged for the
Surrender Price if the closing price of the Company's stock on NASDAQ shall
have equaled or exceeded the exercise price or adjusted exercise price of the
warrants plus $11.50 on at least seventy-five of ninety consecutive trading
days at any time prior to the Expiration Date.
(v) The Surrender Price of the Class B Warrants was collateralized by a 35%
limited partnership interest in Brooklyn Navy Yard Cogeneration Partners,
L.P. ("BNYLP") held by B-41 Associates, L.P. This limited partnership
interest will be released when it is replaced by a letter of credit or if the
event described in (iv) above occurs. When the new warrants referred to in
(vi) below were issued, the collateral was reduced to a 17 1/2% limited
partnership interest.
(vi) On March 18, 1996, the Company agreed with counsel for the Class
Action litigants to issue up to 180,000 new Warrants to holders of Class B
Warrants as consideration for an extension until December 31, 1996 of the
obligation of B-41LP to provide a letter of credit (in an amount up to
approximately $1,648,000) to secure the Surrender Price of the remaining
Class B Warrants. Court approval of the agreement was given on June 4, 1996.
Thereafter, 179,500 new Class C Warrants were issued, the shares issuable
upon exercise thereof having been registered. B-41LP did not provide the
letter of credit by December 31, 1996, and accordingly, the Class B Warrant
expiration date extends day for day and a further extension is presently
under negotiation. The new Class C Warrants expire between September 27,
1998 and October 4, 1998, are exercisable at $6.50 per share and do not have
any provisions for surrender or collateral.
-7-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
----------------------------------------------
Liquidity and Capital Resources
- --------------------------------
Brooklyn Navy Yard Project
--------------------------
Brooklyn Navy Yard Cogeneration Partners, L.P. ("BNYLP"), a joint
venture, was formed on October 19, 1992. BNYLP is owned and controlled
equally by a subsidiary of Edison Mission Energy ("Mission"), which is a
wholly owned subsidiary of SCE Corp., and a limited partnership, B-41
Associates, L.P.("B-41LP"), in which the Company is a majority partner.
In March, 1996, the Brooklyn Navy Yard ("BNY") Facility delivered initial
test quantities of power to Con Edison, equivalent to existing contract
capacity. Construction was substantially completed, and on November 1, 1996,
the facility commenced operations in accordance with its contract. Mission
has funded all construction costs incurred to date, and may be required to
provide additional funding or guarantees to secure project financing. The
New York City Industrial Development Agency issued $253,925,700 of Industrial
Development Revenue Bonds in December 1995, recourse to a Mission guarantee,
to finance certain costs incurred through that date. The Company has no
obligation to fund the project or provide guarantees and all obligations
incurred by BNYLP to date are non-recourse to the Company.
Pursuant to the provisions of the partnership agreement, Mission retains
the right to take all the votes on the Management Committee that controls the
day to day operations of BNYLP. If Mission decides to exercise its right to
cast all votes on the BNYLP Management Committee, B-41LP still remains a 50%
general and limited partner in the Navy Yard project and retains all its
other rights, and Mission retains all its funding and other obligations to
the Project and B-41LP.
In March 1997, the Company settled all of its obligations related to this
project with a financing entity for $2,750,000, plus other consideration (see
Note 3).
Like other large projects of this nature, the BNY cogeneration project
is subject to various risks. There can be no assurance that the facility,
although completed, will operate at sufficient levels to cover all operation
and maintenance expenses and debt service. The Company has no liability for
any such shortfalls.
Warbasse Project
----------------
In September 1994, the Company resumed full operations of the Warbasse
facility, and since that date has supplied, on a continuous basis, all the
electric and thermal needs of the host, Amalgamated Warbasse Houses, Inc.
("AWH"), and is supplying up to the full capacity requirements of its
electric power contract with Consolidated Edison Company of New York, Inc.,
when dispatched.
-8-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
----------------------------------------------
The Company has substantially completed the Warbasse project, and
transferred the facility to Warbasse-Cogeneration Technologies Partnership
L.P. on August 1, 1996. The Company expects to spend up to $1,000,000 during
the next year, on certain remaining items which were accrued at the time of
transfer.
General
-------
Cash used in operating activities during the three months ended May 31,
1997 was approximately $169,000, as compared to approximately $613,000 used
during the three months ended May 31, 1996. During the current period, net
income of approximately $4,109,000 included a non-cash extraordinary gain of
approximately $5,436,000 and was also offset by a net increase of operating
liabilities over operating assets of approximately $978,000. During the
quarter ended May 31, 1996 net income provided approximately $1,360,000, but
this was offset by an increase in service receivables of approximately
$2,233,000.
During the three months ended May 31, 1997, cash used in financing
activities was approximately $2,557,000, as compared to approximately
$602,000 generated during the three months ended May 31, 1996. During the
current period, $2,750,000 was used to settle an obligation with Sanwa
Business Credit Corp., and approximately $196,000 was generated by the
exercise of stock options and warrants. During the quarter ended May 31,
1996, the cash was generated by the exercise of stock options and warrants.
The Company has no significant capital commitments, other than certain
remaining items related to increased operating efficiency at the Warbasse
facility.
This report may contain certain forward-looking statements regarding the
Company, its business, prospects and results of operations that are subject
to certain risks and uncertainties posed by many factors and events that
could cause the Company's actual business, prospects and results of
operations to differ materially from those that may be anticipated by such
forward-looking statements. Factors that may affect such forward-looking
statements include, without limitation: the Company's ability to successfully
develop and finance new projects and new products; the impact of competition
on the Company's revenues; changes in law or regulatory requirements that
adversely or positively affect the Company; delays in the Company's
development of new projects; and changes in unit prices, supply and demand
for electricity and natural gas.
Results of Operations
- ---------------------
Total revenues increased approximately $43,401,000 when comparing the
three months ended May 31, 1997 to the corresponding period in 1996, mainly
due to the inclusion of North American Energy Conservation, Inc. ("NAEC"),
acquired on November 1, 1996, which accounted for approximately $45,763,000
of the increase. NAEC is a marketer of wholesale electric power and wholesale
and retail natural gas. Engineering and other services-BNYLP decreased
approximately $2,438,000 for the three months ended May 31, 1997, due to the
recognition in the quarter ended May 31, 1996 of an agreement
-9-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION & RESULTS OF OPERATIONS
----------------------------------------------
with BNYLP to reimburse B-41LP $2,500,000 for certain engineering and other
costs, a portion of which was expensed in prior periods.
Cost of services during the three months ended May 31, 1997 increased
approximately $169,000, compared to the three months ended May 31, 1996.
Cost of energy increased approximately $45,976,000 commensurate with
energy sales.
NAEC's negative gross margin for this period was ($213,553). While the
wholesale electric business had a small positive gross margin, the natural
gas marketing business had a negative gross margin, in part attributable to
unexpected seasonal factors. Management does not believe that these results
will be indicative of the full year.
Selling, general and administrative expenses increased approximately
$1,057,000 when comparing the three months ended May 31, 1997 to May 31,
1996, due mainly to the inclusion of NAEC, acquired on November 1, 1996,
which accounted for approximately $937,000 of the increase. During the
quarter ended May 31, 1997, $142,000 was spent on certain development costs
related to potential new projects, in excess of the amounts spent in the
prior period.
Interest and other income increased approximately $898,000 when comparing
the quarter ended May 31, 1997 to the quarter ended May 31, 1996. An
increase of approximately $570,000 was attributable to interest on the
long-term note receivable from WCTP related to the sale of the Warbasse
facility on August 1, 1996. The commencement in December 1996 of general
partner fees received by B-41LP from BNYLP accounted for an increase in other
income of approximately $414,000, during the quarter.
A current provision for minimum federal and state and local income taxes
has been offset against deferred tax benefits, resulting in no provision for
income taxes for the three months ended May 31, 1997. The prior period
provision of $360,000 was based on the annual effective tax rate applied to
the income for the quarter ended May 31, 1996.
During the quarter ended May 31, 1997, the Company recorded an
extraordinary gain in connection with the settlement of an obligation (see
Note 3).
-10-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
PART II
-------
ITEM 1. Legal Proceedings
None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) There were no reports on Form 8-K filed during the three months ended
May 31, 1997.
-11-
<PAGE>
YORK RESEARCH CORPORATION AND SUBSIDIARIES
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.
Dated: July 14, 1997 /s/Robert M. Beningson
-----------------------
Robert M. Beningson
Chairman of the Board and
President
Dated: July 14, 1997 /s/ Michael Trachtenberg
------------------------
Michael Trachtenberg
Executive Vice President
and Chief Financial and
Accounting Officer
-12-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of operations as
of and for the periods ended May 31, 1997 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-START> MAR-01-1997
<PERIOD-END> MAY-31-1997
<CASH> 8,656,005
<SECURITIES> 0
<RECEIVABLES> 21,893,304
<ALLOWANCES> 0
<INVENTORY> 1,225,197
<CURRENT-ASSETS> 38,910,524
<PP&E> 674,902
<DEPRECIATION> 0
<TOTAL-ASSETS> 90,825,309
<CURRENT-LIABILITIES> 25,432,986
<BONDS> 0
0
0
<COMMON> 148,693
<OTHER-SE> 55,013,915
<TOTAL-LIABILITY-AND-EQUITY> 90,825,309
<SALES> 45,762,694
<TOTAL-REVENUES> 47,425,352
<CGS> 45,976,249
<TOTAL-COSTS> 1,665,920
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,326,934)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,326,934)
<DISCONTINUED> 0
<EXTRAORDINARY> 5,436,367
<CHANGES> 0
<NET-INCOME> 4,109,433
<EPS-PRIMARY> 0.27
<EPS-DILUTED> 0.27
</TABLE>
