- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- - ACT OF 1934 For the quarterly period ended September 30, 1999
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 0-7462
CPT HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0972129
(State of Incorporation) (I.R.S. Employer Identification No.)
680 Fifth Avenue, 8th Floor
New York, New York 10019
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (212) 931-5260
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 November 1, 1999 1,510,084 shares of Common Stock were issued and
outstanding.
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<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1: Financial Statements
CPT HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
($000's Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1999 1998
---- ----
<S> <C> <C>
Net sales $ 20,744 $ 27,009
Cost of sales 18,524 23,567
------------ ------------
Gross profit 2,220 3,442
Selling, general and administrative 1,318 1,711
------------ ------------
Operating income 902 1,731
Other expense (income):
Interest expense 1,765 1,867
Minority interest (94) 37
Other, net 43 67
------------- ------------
Loss before income taxes (812) (240)
Income taxes - -
------------- ------------
Net loss $ (812) $ (240)
============= ============
Loss per common share:
Basic $ (0.54) $ (0.16)
============= ============
Diluted $ (0.54) $ (0.16)
============= ============
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
<PAGE>
<TABLE>
<CAPTION>
CPT HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
($000's)
September 30, June 30,
ASSETS 1999 1999
- ------ ---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 59 $ 117
Receivables, net of allowances of $481 and $455,
respectively 6,969 7,263
Inventories 11,175 10,542
Other current assets 609 663
--------------- ---------------
Total current assets 18,812 18,585
Property, plant and equipment, net of accumulated depreciation of
$15,452 and $14,472, respectively 39,893 38,865
Deferred financing costs, net of accumulated amortization
of $555 and $479, respectively 1,201 1,075
Goodwill, net of accumulated amortization of
$730 and $706, respectively 1,153 1,177
Other assets 348 348
--------------- ---------------
Total assets $ 61,407 $ 60,050
=============== ===============
LIABILITIES & SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 8,635 $ 7,380
Accrued expenses 6,264 7,030
Due to affiliates 262 253
Current portion of long-term debt 2,918 2,691
--------------- ---------------
Total current liabilities 18,079 17,354
Long-term debt, net of current portion 54,342 52,804
Minority interest in consolidated subsidiaries 2,686 2,780
Shareholders' deficit:
Common stock authorized 30,000,000 shares of $.05 par value
each, 1,510,084 shares issued and outstanding 76 76
Additional paid-in capital 5,737 5,737
Accumulated deficit (19,513) (18,701)
--------------- ---------------
Total shareholders' deficit (13,700) (12,888)
--------------- ---------------
Total liabilities and shareholders' deficit $ 61,407 $ 60,050
=============== ===============
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
<PAGE>
<TABLE>
<CAPTION>
CPT HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
($000's)
Three Months Ended
September 30
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (812) $ (240)
Adjustments to reconcile net loss to net
cash provided by operations:
Minority interest in (loss) earnings of subsidiaries (94) 37
Depreciation and amortization 1,124 1,110
Changes in working capital:
Decrease in receivables 294 597
Decrease (increase) in inventories (633) 290
Decrease (increase) in other current assets 54 (41)
Decrease in accrued expenses (766) (512)
Increase (decrease) in accounts payable 1,264 (646)
------------- -------------
Net cash provided by operating activities 431 595
------------- -------------
Cash flows from investing activities:
Capital expenditures (2,008) (389)
------------- -------------
Net cash used in investing activities (2,008) (389)
------------- -------------
Cash flows from financing activities:
Repayment of long-term obligations (504) (1,048)
Payment of deferred financing costs (202) -
Net borrowings under revolving credit facility 2,225 847
------------- -------------
Net cash provided by (used in) financing activities 1,519 (201)
------------- -------------
Net (decrease) increase in cash and cash equivalents (58) 5
Cash and cash equivalents:
Beginning of period 117 37
------------- -------------
End of period $ 59 $ 42
============= =============
Supplemental data - cash paid during the period for:
Interest $ 1,334 $ 1,472
============= =============
Income taxes $ - $ -
============= =============
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
<PAGE>
CPT HOLDINGS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying financial statements include the accounts of CPT Holdings,
Inc. and its direct and indirect majority-owned subsidiaries (the "Company"
or "CPT"), J&L Structural, Inc. ("J&L"), J&L Holdings Corp. ("JLH"), and
Continuous Caster Corporation ("CCC"). All material intercompany transactions
have been eliminated in consolidation. The Company's operations include two
distinct business segments within its single indirect operating subsidiary,
J&L: J&L Structural and Brighton. J&L Structural manufactures and fabricates
lightweight structural steel shapes which are distributed principally to the
manufactured housing, tractor trailer manufacturing and highway safety
systems industries. Brighton designs, manufactures and sells steel piercer
points which represent disposable tooling used in the production of seamless
steel tubes used in the petrochemical industry. CCC is a majority-owned,
indirect subsidiary which holds title to 38 acres of undeveloped land
adjacent to J&L in Aliquippa, Pennsylvania. The accompanying unaudited
consolidated financial statements have been prepared in accordance with the
instructions for Form 10-Q and Article 10 of Regulation S-X and do not
include the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (including normal recurring accruals) considered
necessary for a fair presentation have been included. The results of
operations for any interim period are not necessarily indicative of the
results for the year. Certain amounts included in the prior periods'
financial statements have been reclassified to conform with the current
periods' presentation. These unaudited consolidated financial statements
should be read in conjunction with the consolidated financial statements and
related notes included in the Company's Annual Report on Form 10-K for the
year ended June 30, 1999.
2. Recent Accounting Standards
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which provides a comprehensive and
consistent standard for the recognition and measurement of derivatives and
hedging activities and requires recognition of all derivatives as either
assets or liabilities at fair value. The Company has not completed the
process of evaluating the impact that will result from the adoption of the
standard. The standard will be effective for the Company for the year ending
June 30, 2001.
3. Inventories
Inventories consisted of the following (in $000's):
September 30, June 30,
1999 1999
---- ----
Raw materials $ 3,326 $ 2,628
Finished goods 7,849 7,914
----- -----
Total $ 11,175 $10,542
======== =======
<PAGE>
<TABLE>
<CAPTION>
4. Long-Term Debt
Long-term debt consisted of the following (in $000's):
September 30, June 30,
1999 1999
---- ----
<S> <C> <C>
Senior term loan $ 18,547 $ 19,000
Subordinated term notes 23,000 23,000
Revolving loan facility 7,855 5,630
Fixed rate 13% debenture 6,730 6,730
Unsecured revolving credit facility 1,000 1,000
Deferred purchase money note 475 475
State loans 486 537
------------- -------------
58,093 56,372
Less current portion of long-term debt 2,918 2,691
Less discounts on long-term debt 833 877
------------- -------------
Total $ 54,342 $ 52,804
============= =============
</TABLE>
The Senior Term Loan, Revolving Loan Facility and the Subordinated Term Notes
include certain provisions which, among other things, provide that J&L will
maintain certain financial ratios, limit the amount of annual capital
expenditures, maintain a minimum tangible net worth and limit the amount of
shareholder distributions. J&L remains in compliance with all of its various
loan covenants as of September 30, 1999.
5. Litigation, Contingencies and Commitments
The company is planning a mill upgrade that is expected to cost approximately
$11,000,000. As of September 30, 1999, J&L Structural had open purchase
orders related to the mill upgrade of $9,853,000.
The Company is involved in various legal actions arising in the normal course
of business. While it is not possible to determine with certainty the outcome
of these matters, in the opinion of management, the eventual resolution of
the claims and actions outstanding will not have a material adverse effect on
the Company's financial position or operating results.
6. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings
per common share for the three months ended September 30, (in $000's, except
per share amounts):
<TABLE>
<CAPTION>
1999 1998
---- ----
Numerator:
<S> <C> <C>
Net loss $ (812) $ (240)
Dilution on earnings resulting from subsidiary warrants - -
---------- ---------
Net loss to common shareholders $ (812) $ (240)
========== =========
Denominator:
Weighted average shares - Basic 1,510,084 1,510,084
Effect of dilutive securities:
Warrants - -
--------- ---------
Weighted-average shares - Diluted 1,510,084 1,510,084
========== =========
Loss per common share - Basic $ (0.54) $ (0.16)
========== =========
Loss per common share - Diluted $ (0.54) $ (0.16)
========== =========
</TABLE>
On April 1, 1995, the Company issued warrants exercisable for 2,000,000 shares
of the Company's common stock for a period of ten years from the date of
issuance at $1 per share.
On February 1, 1996, the Company issued a warrant exercisable for 300,000 shares
of the Company's common stock, for a period of ten years from the date of
issuance at $4 per share.
These warrants, which could potentially dilute earnings per share in the future,
were not included in the diluted computation either because the weighted average
price per share for the three months ended September 30, 1999 and 1998 did not
exceed the exercise price or its effect would be antidilutive.
ITEM 2: Management's Discussion and Analysis of Financial Condition And Results
Of Operations
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Investors are cautioned that
any forward-looking statements, including statements regarding the intent,
belief, or current expectations of the Company or its management, are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those in the forward-looking
statements as a result of various factors including, but not limited to (i) a
significant downturn in manufactured housing construction and sales, (ii)
significant negative pricing actions by competitors, (iii) billet cost increases
that J&L may not be able to pass through to its customers and (iv) Year 2000
issues.
Overview
During the past year, the steel industry as a whole went through a very
tumultuous time. During 1998, a significant decline in infrastructure
development in Asia following a period of economic turmoil in that geographic
region caused a tremendous impact on the worldwide flow of steel industry goods
and materials. From a domestic perspective, steel scrap exports of raw and
finished steel to the United States decreased dramatically which drove scrap
prices to their lowest point in twenty years. At the same time, foreign exports
of raw and finished steel to the United States increased dramatically creating a
"buyer's market" and sending prices significantly lower. Management believes
that, due to the extremely competitive environment which has resulted,
significant structural producers are reacting to lower volume and heavy
competition in the larger structural sections by searching for alternative
distribution outlets or markets to penetrate such as those served by J&L
Structural.
J&L Structural has experienced a very aggressive marketing environment during
calendar 1999 where pricing has deteriorated significantly. In many cases,
however, J&L Structural was successful in maintaining the majority of its
customer volume which, management believes, resulted from J&L Structural's
consistent focus on first-class customer service. Unfortunately, some customers
place different priorities on their supply chain, and, as a result, a certain
level of business volume was lost on pricing.
Over the past couple of years, J&L Structural has contemplated a variety of ways
to maintain its cost-competitive status in light of the evolution of its growing
niche markets. During the fourth quarter of fiscal 1999, management approved an
$11.5 million plant upgrade project in Aliquippa which management expects will
allow for greater throughput, higher quality, a broader product offering and
process cost savings. The main features of the plant upgrade include a notch-bar
cooling bed, new universal mills, an automatic stacker line expansion, shipping
magnets, new sawing capability and other plant improvements. The plant upgrade
project planning is well underway with a plant shutdown for installation and hot
commissioning expected during January 2000. The capital necessary for the plant
upgrade is being furnished primarily through a refinancing which closed on June
30, 1999 with a new senior lender plus additional support from state and local
financing.
Results of Operations
Net Sales
Net sales for the three month period ended September 30, were:
1999 1998
---- ----
J&L Structural $ 19,513,000 $ 25,822,000
Brighton 1,231,000 1,187,000
------------- -------------
Total $ 20,744,000 $ 27,009,000
============= =============
Net sales for J&L Structural decreased by 24.4% between periods reflecting
reduced shipping levels and reductions in sales prices. Tonnage shipped for the
quarter ended September 30, 1999 was down 15.7% compared to the previous year.
Average sales prices for J&L Structural's products decreased by 10.3% between
periods. The decrease in sales primarily reflects a softening in demand in the
manufactured housing industry, which is working through inventory management
issues. In addition, certain losses of customer volume have resulted from highly
competitive pricing described earlier.
Brighton's sales increase of 3.7% primarily reflects an increase in demand for
oil and gas drilling products which were driven by recent increases in oil
prices.
Gross Margins
Gross margins for the three month period ended September 30, were:
1999 1998
---- ----
J&L Structural 9.8% 12.1%
Brighton 25.7% 25.9%
Total 10.7% 12.7%
Gross margins for J&L declined during the three months ended September 30, 1999
in comparison to the same period in the prior year. The decrease in gross
margins resulted from the loss in production efficiences caused by reduced
production volume. Billet costs, which comprise approximately 65% of J&L
Structural's manufacturing costs, were 13.3% less per ton during the current
quarter compared to the same period in the previous year.
Brighton's gross margins decreased slightly from the prior period due to
increases in raw material prices, primarily nickel.
Selling, General and Administrative Expense
Selling, general and administrative expenses decreased by 23.0% over the
comparable period in the prior year. This decrease was due primarily to expenses
incurred in the prior year for professional fees related to a sales/marketing
study, a management information systems upgrade and legal costs associated with
an arbitration with a furnace builder which was resolved during the fourth
quarter of fiscal 1999.
Interest Expense
Interest expense decreased $102,000 during the first quarter of fiscal year 2000
compared to the same period in the prior fiscal year. The decrease was
attributable primarily to a lower borrowing rate under the new senior credit
facility. The new senior credit facility rates for J&L are based on a Eurodollar
rate plus 2.75% and 3.0% for the revolver and term note, respectively, versus a
prime rate plus 1.5% and 2.0% for the revolver and term note, respectively,
under the former senior credit facility.
Liquidity and Capital Resources
Cash flows from operations for the three months ended September 30, 1999 and
1998 totaled $431,000 and $595,000, respectively. The decrease in cash flows for
the three month period ended September 30, 1999 compared to the same period in
the prior year was primarily attributed to a larger operating loss for the
period offset by an increase in trade payables.
Cash used in investing activities for the three months ended September 30, 1999
and 1998 totaled $2,008,000 and $389,000, respectively. During the three month
period ended September 30, 1999, net cash used in investing activities reflects
normal maintenance capital spending of $226,000, and expenditures of $2,132,000
related to the mill upgrade project which were offset by a governmental
opportunity grant of $350,000 received to assist in funding the mill upgrade.
Investing activities during the comparable period in the prior year only
reflected normal maintenance capital spending.
Financing activities for the three months ended September 30, 1999 and 1998
totaled net cash provided of $1,519,000 and net cash used of $201,000,
respectively. During the three month period ended September 30, 1999 net cash
flows represent $2,225,000 of borrowings under the revolving credit facility
offset by scheduled repayments of $504,000 for the senior term loan. In
addition, $202,000 was paid for expenses related to the refinancing of senior
debt at June 30, 1999. Outstanding debt as of September 30, 1999 totaled
$58,093,000 with related interest expense of $1,689,000 for the period then
ended, representing an average borrowing rate approximating 11.6% over the
period excluding the yield impact from amortization of deferred financing costs.
Cash and cash equivalents for the three months ended September 30, 1999 and 1998
totaled $59,000 and $42,000, respectively. Cash availability under J&L
Structural's revolver totaled $2,471,000 as of September 30, 1999. The Company's
requirements for cash during the next twelve months include $2,918,000 of
principal repayments under the senior term loan and various state loans,
approximately $600,000 of principal repayments under the $8,000,000 capital
expenditure loan which is anticipated to be drawn during the third fiscal
quarter, approximately $11,000,000 of estimated capital spending comprised of
maintenance, new product development, and the finalization of the mill upgrade,
and an estimated $6,000,000 of cash interest expense. Management expects that
cash flows from operations, in addition to proceeds provided under the new
senior credit facility and funding under state and local loan assistance
programs, will continue to satisfy the Company's requirements to fund necessary
operating expenses, debt service and capital expenditures in the future.
Recent Accounting Standards
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," which provides a comprehensive and consistent standard
for the recognition and measurement of derivatives and hedging activities and
requires recognition of all derivatives as either assets or liabilities at fair
value. The Company has not completed the process of evaluating the impact that
will result from the adoption of the standard. The standard will be effective
for the Company for the year ending June 30, 2001.
Year 2000 Disclosure
The Year 2000 problem concerns the inability of information systems to recognize
properly and process date-sensitive information beyond January 1, 2000.
State of Readiness: During 1998, the Company initiated a comprehensive
enterprise-wide analysis to identify and resolve Year 2000 related issues. The
scope of the program included the investigation of all Company functions and
products, including embedded systems that are not traditionally considered
information technology systems. The detection phase of the program is complete.
The corrective action phase of the program began during the second quarter of
fiscal 1999, and was substantially completed during the fourth quarter of fiscal
1999. The final updated test file with program changes has been installed. The
Company continues to execute a testing program to confirm its state of
readiness. J&L has assessed the preparedness of its critical suppliers for Year
2000 through a thorough inquiry process which has been completed with favorable
results.
Costs To Address Year 2000 Issues: Total cost of the program are estimated to
have been $100,000. These costs were expensed as incurred.
Risks Associated With Year 2000 Issue: While the Company expects to address all
Year 2000 risks without material adverse impact on results of operations,
liquidity or financial condition, there can be no assurances as to the ultimate
success of the program. Uncertainties exist as to the Company's ability to
detect all Year 2000 problems as well as its ability to achieve successful and
timely resolution of all Year 2000 issues. Uncertainties also exist concerning
the preparedness of the Company's critical suppliers in order to avoid Year 2000
related service and delivery interruptions.
A "reasonably likely worst case" scenario of Year 2000 risks could include
isolated performance problems with manufacturing or administrative systems at
J&L, isolated interruption of deliveries from critical suppliers and product
liability issues. J&L plans to accumulate finished goods inventory during the
quarter ended December 31, 1999 to maintain adequate levels of inventory during
a plant shutdown during January 2000 for the mill upgrade. This finished goods
inventory buildup mitigates certain potential risks that could impact production
as a result of the year 2000. The Company does not have any additional
contingency plans to address the year 2000.
Until the problems are resolved the consequences of these issues may include
increases in manufacturing and administrative costs lost revenues, and lower
cash receipts. However, the Company is unable to quantify the potential effect,
which could be material, of these items on results of operations, liquidity or
financial condition, should one or more of these events happen.
<PAGE>
ITEM 3: Quantitative and Qualitative Disclosures About Market Risk
The Company's primary market risk exposure is that of interest rate risk
associated with its various debt instruments. The Company has not entered into
any derivative financial instruments to manage its interest rate risks to date.
At September 30, 1999, the Company's total outstanding debt was comprised of
fixed interest rate obligations of $31,691,000 and variable interest rate
obligations of $26,402,000.
The table below provides information (in thousands of dollars) about the
Company's maturity schedule and fair values of its outstanding debt:
<TABLE>
<CAPTION>
Variable Rate Debt Fixed Rate Debt
----------------------- ----------------------------------------------------------------
Year Senior Revolving Fixed Rate Unsecured Deferred
ending Term Loan Loan Subordinated 13% Revolving Purchase State
June 30 Facility Term Notes Debenture Credit Money Note Loans
Facility
<S> <C> <C> <C> <C> <C> <C> <C>
2000 $ 2,035 - - - - - $ 152
2001 2,714 - - - - - 209
2002 13,798 $ 7,855 $ 1,500 - - - 125
2003 - - 6,000 $ 6,730 $ 1,000 $ 475 -
2004 - - 6,000 - - - -
Thereafter - - 9,500 - - - -
--------- --------- ---------- --------- --------- --------- ---------
Total $ 18,547 $ 7,855 $ 23,000 $ 6,730 $ 1,000 $ 475 $ 486
========= ========= ========== ========= ========= ========= =========
Fair $ 18,547 $ 7,855 $ 23,000 $ 6,730 $ 1,000 $ 475 $ 486
Value ========= ========= ========== ========= ========= ========= =========
</TABLE>
Based upon the Company's current level of variable rate debt, a 1% increase or
decrease in interest rates will cause an approximate $264,000 increase or
decrease in annual interest expense. At September 30, 1999, the weighted average
interest rate for the variable rate and fixed rate debt was 8.24% and 12.82%,
respectively.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings
The Company is involved in various legal actions arising in the normal course of
business. While it is not possible to determine with certainty the outcome of
these matters, in the opinion of management, the eventual resolution of the
claims and actions outstanding will not have a material adverse effect on the
Company's financial position or operating results.
ITEM 2: Changes in Securities
None
ITEM 3: Defaults Upon Senior Securities
None
ITEM 4: Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
<PAGE>
ITEM 6: Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27: Financial Data Schedule for First Quarter 10-Q
(b) Reports on Form 8-K: None
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.
CPT HOLDINGS, INC.
Dated: November 12, 1999
By: /s/ William L. Remley
--------------------------
William L. Remley
President & Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> SEP-30-1999
<CASH> 59
<SECURITIES> 0
<RECEIVABLES> 7,450
<ALLOWANCES> 481
<INVENTORY> 11,175
<CURRENT-ASSETS> 609
<PP&E> 55,345
<DEPRECIATION> 15,452
<TOTAL-ASSETS> 61,407
<CURRENT-LIABILITIES> 18,079
<BONDS> 0
<COMMON> 76
0
0
<OTHER-SE> (13,776)
<TOTAL-LIABILITY-AND-EQUITY> 61,407
<SALES> 20,744
<TOTAL-REVENUES> 20,744
<CGS> 18,524
<TOTAL-COSTS> 19,842
<OTHER-EXPENSES> 1,714
<LOSS-PROVISION> 26
<INTEREST-EXPENSE> 1,765
<INCOME-PRETAX> (812)
<INCOME-TAX> 0
<INCOME-CONTINUING> (812)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (812)
<EPS-BASIC> (0.54)
<EPS-DILUTED> (0.54)
</TABLE>
