<PAGE> 1
UNITED STATES
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 period ended September 27, 1997, or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from __________ to
__________
Commission File No. 0-12719
---------------
GIGA-TRONICS INCORPORATED
------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
California 94-2656341
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4650 Norris Canyon Road, San Ramon, CA 94583
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (510) 328-4650
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 [ ]
Common stock outstanding as of September 27, 1997: 3,802,896
------------
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PAGE 2
GIGA-TRONICS INCORPORATED
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION Page No.
- ------------------------------ --------
<S> <C> <C>
ITEM 1 Consolidated Financial Statements:
Consolidated Balance Sheets as of September 27, 1997
(unaudited) and March 29, 1997 ..........................................3
Consolidated Statements of Operations, three months and six months
ended September 27, 1997 and September 28, 1996 (unaudited)...............4
Consolidated Statements of Cash Flows, six months
ended September 27, 1997 and September 28, 1996 (unaudited)...............5
Notes to Unaudited Consolidated Financial Statements......................6
ITEM 2 Management's Discussion and Analysis of
Operations and Financial Condition........................................9
PART II - OTHER INFORMATION
ITEM 1
TO 3 Not applicable
ITEM 4 Submission of Matters to a Vote of Security Holders......................12
ITEM 5 Not Applicable
ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Computation of Net Earnings and
Common Share Equivalents....................................15
(27) Financial Data Schedule.....................................16
(b) Reports on Form 8-K
Not applicable
SIGNATURES.................................................................................14
</TABLE>
<PAGE> 3
GIGA-TRONICS INCORPORATED PAGE 3
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
<TABLE>
<CAPTION>
ASSETS
------
September 27, 1997 March 29, 1997
------------------ --------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 3,360 $ 6,796
Investments 8,386 7,010
Trade accounts receivable, net 5,016 3,794
Inventories, net 7,254 6,461
Prepaid expenses 497 422
Deferred income taxes 1,966 1,729
-------- --------
Total current assets 26,479 26,212
Property and Equipment:
Machinery and equipment 8,142 7,756
Office furniture and fixtures 676 672
Land 279 279
Building and leasehold improvements 744 744
-------- --------
Gross cost property and equipment 9,841 9,451
Less accumulated depreciation and amortization (7,150) (6,701)
-------- --------
Net property and equipment 2,691 2,750
Patents and licenses 800 1,030
Other assets 59 107
-------- --------
Total assets $ 30,029 $ 30,099
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Line of credit $ -- $ 189
Notes payable -- 76
Accounts payable 2,303 2,136
Accrued commissions 326 305
Other current liabilities 779 813
Accrued payroll and benefits 895 791
Accrued warranty 695 670
Customer advances 379 540
-------- --------
Total current liabilities 5,377 5,520
Long term debt -- 909
Obligation under capital lease 36 57
Deferred income taxes 120 121
-------- --------
Total liabilities 5,533 6,607
Shareholders' Equity:
Preferred stock of no par value;
Authorized 1,000,000 shares; no shares outstanding
at September 27, 1997 and March 29, 1997 -- --
Common stock of no par value;
Authorized 40,000,000 shares; 3,802,896 shares at September 27, 1997 and
3,799,196 shares at March 29, 1997
issued and outstanding 11,090 11,064
Unrealized gain (loss) on investments (10) 11
Retained earnings 13,416 12,417
-------- --------
Total shareholders' equity 24,496 23,492
-------- --------
Total liabilities and shareholders' equity $ 30,029 $ 30,099
======== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
<PAGE> 4
PAGE 4
GIGA-TRONICS INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------- -------------------------
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net sales $ 8,212 $ 7,558 $ 16,122 $ 16,138
Cost of sales 4,633 4,807 8,897 10,173
-------- -------- -------- --------
Gross profit 3,579 2,751 7,225 5,965
Product development 964 806 1,910 1,774
Selling, general and administrative 1,884 1,496 3,894 3,314
-------- -------- -------- --------
Operating expenses 2,848 2,302 5,804 5,088
-------- -------- -------- --------
Net operating income 731 449 1,421 877
Other income (expense) 3 (3) 16 18
Amortization of intangibles (103) (139) (230) (279)
Interest income, net 98 146 220 251
-------- -------- -------- --------
Earnings before income taxes 729 453 1,427 867
Provision for income taxes 219 114 428 216
-------- -------- -------- --------
Net earnings $ 510 $ 339 $ 999 $ 651
======== ======== ======== ========
Earnings per share of common stock $ 0.13 $ 0.09 $ 0.26 $ 0.17
======== ======== ======== ========
Weighted average common and common
equivalent shares outstanding 3,825 3,840 3,817 3,838
======== ======== ======== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE> 5
PAGE 5
GIGA-TRONICS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
-------------------------
Sept. 27, Sept. 28,
1997 1996
-------- --------
<S> <C> <C>
Cash flows provided from operations:
Net earnings as reported $ 999 $ 651
Adjustments to reconcile net earnings to
net cash provided from operations:
Depreciation and amortization 687 799
Gain on sale of fixed assets (3) (9)
Deferred income taxes, net (238) 39
Changes in operating assets and liabilities (1,968) 1,041
-------- --------
Net cash provided by (used in) operations (523) 2,521
Cash flows provided by investing activities:
Investment maturities (purchases), net (1,397) (4,189)
Additions to property and equipment, net (395) (615)
Other assets 48 48
-------- --------
Net cash used in investing activities (1,744) (4,756)
Cash flows from financing activities:
Issuance of common stock 26 329
Payment on line of credit (189) (55)
Payment on notes payable and long term debt (985) (415)
Payment on capital lease (21) --
-------- --------
Net cash provided by financing activities (1,169) (141)
-------- --------
Increase in cash and cash equivalents (3,436) (2,376)
Beginning cash and cash equivalents 6,796 5,923
-------- --------
Ending cash and cash equivalents $ 3,360 $ 3,547
======== ========
</TABLE>
Supplementary disclosure of cash flow information:
(1) Cash paid for interest in the six month period ending September 27, 1997
was $43,000.
(2) Cash paid for income taxes in the six month period ending September 27,
1997 was $673,000.
(3) Non-cash investing and financing activities:
The Company incurred an unrealized loss of $21,000 (after tax effect)
on investments held available for sale during the six month period
ending September 27, 1997. The Company incurred an unrealized gain of
$58,000 (after tax effect) during the six-month period ended September
28, 1996.
The Company purchased $62,000 of equipment under capital lease
obligation in the six months ended September 28, 1996.
See accompanying notes to unaudited consolidated financial statements.
<PAGE> 6
PAGE 6
GIGA-TRONICS INCORPORATED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
The financial statements included herein have been prepared by the
Company, pursuant to the rules and regulations of the Securities and
Exchange Commission. The results of operations for the interim periods
shown in this report are not necessarily indicative of results to be
expected for the fiscal year. In the opinion of management, the
information contained herein reflects all adjustments necessary to make
the results of operations for the interim periods a fair statement of
such operations. For further information, refer to the financial
statements and footnotes thereto, included in the Annual Report on Form
10-K, filed with the Securities and Exchange Commission for the year
ended March 29, 1997.
Earnings (loss) per share is based on the weighted average number of
shares of common stock and dilutive common stock equivalent shares
outstanding during the year.
(2) Business Combinations
Effective June 27, 1997, Giga-tronics completed a merger with Viking
Semiconductor Equipment, Inc. (Viking) by issuing approximately 420,000
shares of the Company's common stock in exchange for all of the common
stock of Viking. The merger has been accounted for using the
pooling-of-interest method of accounting and accordingly, the
consolidated financial statements for periods prior to the combination
have been restated to include the accounts and results of operations of
Viking. The results of operations previously reported by the separate
enterprises and the combined amounts presented in the accompanying
consolidated financial statements are summarized below:
Three months ended Three months ended
(In thousands) June 28, 1997 June 29, 1996
------------- -------------
Net Sales
Viking $ 1,313 $ 787
Giga-tronics 6,597 7,793
------- -------
Combined $ 7,910 $ 8,580
======= =======
Net Income
Viking $ 141 $ (193)
Giga-tronics 348 505
--------- ----------
Combined $ 489 $ 312
======== =========
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PAGE 7
Prior to the combination, Viking's fiscal year ended May 31. In
recording the pooling-of-interest combination, Viking's financial
statements for the twelve months ended March 31, 1997 were combined with
Giga-tronic's financial statements for the same period, and Viking's
financial statements for the year ended May 31, 1996 were combined with
Giga-tronic's financial statements for the year ended March 30, 1996. An
adjustment has been made to shareholders' equity for fiscal 1997 to
eliminate the effect of including Viking's results of operations for the
two month period ended May 31, 1996, in both the years ended March 31,
1997 and 1996.
Viking manufactures and markets a line of optical inspection equipment
used to manufacture and test semiconductor devices. Products include die
attachments, automatic die sorters, tape and reel equipment, and wafer
inspection equipment.
On October 29, the Company reached an agreement in principle to acquire
Ultracision, Inc., a private company located in Santa Clara, California.
Ultracision is a manufacturer of automation equipment for the test and
inspection of silicon wafers. Ultracision additionally produces a line
of probers for the testing and inspection of silicon devices.
Ultracision will be the second acquisition of a company that conducts
operations in the semiconductor industry.
The Company intends to exchange 517,000 shares of Giga-tronics common
stock for all of the presently outstanding shares of Ultracision. The
transaction is intended to be accounted for using the "pooling of
interests" method of accounting. The merger is expected to be effective
in the third quarter and is subject to completion of due diligence and
the approval of the transaction by the Ultracision shareholders.
(3) Recent Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per
share" (SFAS No. 128). SFAS No. 128 establishes a different method of
computing net income per share than is currently required under the
provisions of Accounting Principles Board Opinion No. 15. Under SFAS No.
128, the Company will be required to present both basic net income per
share and diluted net income per share. Basic net income per share is
expected to be higher than the currently presented income per share as
the effect of dilutive stock options will not be considered in computing
basic net income per share. Diluted net income per share is expected to
be comparable to earnings per share as presented in the accompanying
consolidated financial statements. The Company plans to adopt SFAS No.
128 in its fiscal quarter ending December 27, 1997, and at that time all
historical net income per share data presented will be restated to
conform to the provisions of SFAS No. 128.
<PAGE> 8
PAGE 8
(4) Inventories
Inventories consist of the following (in thousands):
Sept. 27, 1997 March 29, 1997
-------------- --------------
Raw materials $ 2,905 $ 2,531
Work-in-process 3,171 2,522
Finished goods 1,178 1,408
--------- ----------
$ 7,254 $ 6,461
========= =========
<PAGE> 9
PAGE 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF OPERATIONS AND FINANCIAL CONDITION
The forward-looking statements included in Management's Discussion and Analysis
of Financial Condition and Results of Operations, which reflect management's
best judgment based on factors currently known, involve risks and uncertainties.
Actual results could differ materially from those anticipated in these
forward-looking statements as a result of a number of factors, including but not
limited to those discussed below. Forward-looking information provided by
Giga-tronics pursuant to the safe harbor established by recent securities
legislation should be evaluated in the context of these factors.
GENERAL
The Company designs, manufactures and markets microwave and radio frequency
signal generation and power measurement instruments, switching devices, and
semiconductor inspection equipment. These products are used in the development,
test and maintenance of wireless communications products and systems, electronic
defense systems, automatic testing systems (ATE) and semiconductor devices.
The Company intends to broaden its product lines and expand its markets, both by
internal development of new products and through the acquisition of other
business entities. In that regard, on October 29, the Company reached an
agreement in principle to acquire Ultracision, Inc., a private company located
in Santa Clara, California. Ultracision is a manufacturer of automation
equipment used in the test and inspection of silicon wafers. Ultracision
additionally produces a line of probers for the testing and inspection of
silicon devices. Ultracision will be the second acquisition related to the
semiconductor industry.
Ultracision reported sales of approximately $5,653,000 (unaudited) for its last
fiscal year ended March 1997. The Company intends to exchange 517,000 shares of
Giga-tronics common stock for all of the presently outstanding shares of
Ultracision. The transaction is intended to be accounted for using the "pooling
of interests" method of accounting. The merger is expected to be effective in
the third quarter and is subject to completion of due diligence and the approval
of the transaction by the Ultracision shareholders.
THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
Net sales for the three month and six month periods ended September 27, 1997
increased 8.7% ($654,000) and decreased .1% ($16,000), respectively, compared
with the same periods last year. The sales increase in the quarter was
principally due to an increase of $1.0 million in semiconductor products and
$1.4 million in power measurement products (PM), which were partially offset by
declining signal generator (SG) and switching module sales. The decline for the
six month period resulted from a decrease of approximate $3.3 million in the SG
product line and $.7 million in the switching modules product line, which were
partially offset by an increase of approximately $2.6 million in PM and $1.6
million in the semiconductor equipment related products. The decline in SG sales
is attributable to maturing of the product line, delays in new product releases
and constraints on military budgets. The change in the switching modules
reflects normal
<PAGE> 10
PAGE 10
fluctuations in periods due to timing of large orders. The increase in PM
products is due to new product releases and growth in the commercial wireless
telecommunications market. The growth in the semiconductor products reflects
increased manufacturing throughput and the introduction of new products.
Gross profit for the three month and six month periods increased by 30.1%
($828,000) and 21.1% ($1,260,000), respectively. Gross margin as a percent of
sales for the six months increased to 44.8% compared to 37.0% for the prior
year. The increase in profit is attributable to lower manufacturing labor costs,
lower depreciation, and lower controllable manufacturing expenses. The prior
year also included a heavily discounted sale of signal generators.
Operating expenses for the three month and six month periods increased 23.7%
($546,000) and 14.1% ($716,000), respectively, compared with the prior year.
Operating expenses as a percent of sales for the six months increased to 8.8%
compared to 5.4% for the prior year. The increase is principally due to higher
advertising expenses, sales and administrative salaries, and commission expenses
related to the semiconductor and switching module product lines. The Company
also increased research and development costs in an effort to develop new
products.
Interest income for the three month and six month periods declined over the
prior year due to lower cash available for investment. The cash decline resulted
from extinguishing the debt of Viking Semiconductor and increased funding
required for inventory and accounts receivable balances.
Earnings before income taxes for the three month and six month periods increased
60.9% ($276,000) and 64.6% ($560,000), respectively, compared to the same period
last year. The change was primarily due to improved gross margins, partially
offset by higher operating expenses.
Orders for the current quarter were slightly lower (1.4%) than the comparable
period last year. Orders for the six month period were 4.4% ($712,000) lower
than the prior year. Orders were lower for switching modules and semiconductor
products, caused by normal fluctuations between periods for large orders.
Backlog at September 1997 was $6,797,000 compared to $7,593,000 at the March
year end.
The Company anticipates the level of sales in the third quarter to approximate
the level of sales in each of the first two quarters. When compared to the prior
year, the Company expects third quarter sales to be lower due to the high volume
of shipments in the third quarter of the prior year. The Company anticipates
earnings for the third quarter to also be lower as compared to the prior year.
However, earnings for the nine months are expected to compare favorably to the
corresponding nine month period of the prior year.
<PAGE> 11
PAGE 11
FINANCIAL CONDITION
The company maintains a strong financial position, with working capital of
$21,102,000 and a ratio of current assets to current liabilities of 4.9 at
September 27, 1997. In the most recent quarter, cash was used to liquidate the
debt of the acquired Viking Semiconductor Equipment subsidiary. The Company
continues to fund all of its working capital needs from cash provided by
operations. Cash used from operations for the six months ended September 27,
1997 was $523,000 due to the increase in inventory and accounts receivable
related to the growth of the semiconductor product line.
During the six month period, the Company spent $395,000 on new manufacturing and
test equipment and other capital items. The Company will continue to invest in
capital items that support growth and new product development, raise
productivity and improve quality. Historically the Company has satisfied its
cash needs internally for both operating and capital expenses, and management
expects to continue to do so.
Management believes that cash reserves and investments remain adequate to meet
anticipated operating needs. It is also the Company's intention to increase
research and development expenditures for the purpose of broadening its product
base. From time to time, the Company considers a variety of acquisition
opportunities to also broaden its product lines and expand its market. Such
acquisition activity could also increase the Company's operating expenses and
require the additional use of capital resources.
FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS
As part of its business strategy, the Company intends to broaden its product
lines and expand its markets, in part through the acquisition of other business
entities. The Company has recently acquired Viking Semiconductor Equipment and
entered into an agreement in principle to acquire Ultracision, Inc. The Company
is subject to various risks in connection with these and any future
acquisitions. Such risks include, among other things, the difficulty of
assimilating the operations and personnel of the acquired companies, the
potential disruption of the Company's business, the inability of the Company's
management to maximize the financial and strategic position of the Company by
the successful incorporation of acquired technology and rights into the
Company's product offerings, the maintenance of uniform standards, controls,
procedures and policies, and the potential loss of key employees of acquired
companies. No assurance can be given that any acquisition by the Company will
or will not occur, that if an acquisition does occur, that it will not
materially and adversely affect the Company or that any such acquisition will be
successful in enhancing the Company's business. The Company currently
contemplates that future acquisitions may be made on a pooling basis and may
therefore involve the issuance of additional shares of the Company's Common
Stock. Any such issuances may result in dilution to all shareholders of the
Company and sales of such shares in significant volume by the shareholders of
acquired companies may depress the price of the Company's Common Stock.
<PAGE> 12
PAGE 12
PART II, Item 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(A) Annual Meeting of Stockholders was held on August 5, 1997.
(1) The vote for the nominated Directors was as follows:
Nominee In Favor Withheld
------- -------- --------
George H. Bruns, Jr. 2,961,728 189,768
James A. Cole 2,960,828 190,668
Edward D. Sherman 2,957,828 193,668
Robert C. Wilson 2,951,028 200,468
(2) (a) Other matters voted upon at the meeting were as follows:
Ratification of the selection of KPMG Peat Marwick LLP as
independent public accountants for fiscal year 1998 was approved
as follows:
No. of Votes % of Votes
on Proposal Cast
------------ ----------
For 3,148,096 99.89%
Against 2,700 0.09%
Abstain 700 0.02%
-------------------------------------------------
Quorum 3,151,496 100.0%
Non-voted Shares = 227,953
Outstanding shares on Record Date = 3,379,449
<PAGE> 13
PAGE 13
(b) Ratification of the Employee Stock Purchase Plan was approved as
follows:
No. of Votes % of Votes
on Proposal Cast
------------ ----------
For 2,316,938 90.61%
Against 110,230 4.31%
Abstain 129,982 5.08%
-------------------------------------------------
Quorum 2,557,150 100.0%
Non-voted Shares = 822,299
Outstanding shares on Record Date = 3,379,449
(c) Ratification of the amendment to the Stock Option Plan to
increase the number of authorized shares from 400,000 to 700,000
and make the other changes described in the Proxy Statement was
approved as follows:
No. of Votes % of Votes
on Proposal Cast
------------ ----------
For 1,935,328 78.15%
Against 409,912 16.55%
Abstain 131,167 5.30%
-------------------------------------------------
Quorum 2,476,407 100.0%
Non-voted Shares = 903,042
Outstanding shares on Record Date = 3,379,449
<PAGE> 14
PAGE 14
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.
GIGA-TRONICS INCORPORATED
(Registrant)
Date: 11/10/97 /s/ George H. Bruns, Jr.
---------------------------------------
George H. Bruns, Jr.
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: 11/10/97 /s/ Mark H. Cosmez II
---------------------------------------
Mark H. Cosmez II
Vice President, Finance and
Chief Financial Officer
(Principal Accounting Officer)
<PAGE> 1
EXHIBIT 11
Part II, Item 6
EXHIBIT 11
COMPUTATION OF NET EARNINGS PER SHARE AND
COMMON SHARE EQUIVALENTS
(Unaudited)
(In thousands, except per share data)
Earnings per share were computed using the weighted average number of shares
outstanding plus, when dilutive, incremental shares issuable upon exercise of
outstanding options under the treasury stock method.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Sept. 27, Sept. 28, Sept. 27, Sept. 28,
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Weighted average:
Common shares outstanding 3,802 3,787 3,802 3,778
Common shares equivalents 23 53 15 60
------ ------ ------ ------
3,825 3,840 3,817 3,838
====== ====== ====== ======
Net earnings $ 510 $ 339 $ 999 $ 651
====== ====== ====== ======
Net earnings per share of common stock $ 0.13 $ 0.09 $ 0.26 $ 0.17
====== ====== ====== ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-28-1998
<PERIOD-START> JUN-29-1997
<PERIOD-END> SEP-27-1997
<CASH> 3,360
<SECURITIES> 8,386
<RECEIVABLES> 5,282
<ALLOWANCES> 266
<INVENTORY> 7,254
<CURRENT-ASSETS> 26,479
<PP&E> 9,841
<DEPRECIATION> 7,150
<TOTAL-ASSETS> 30,029
<CURRENT-LIABILITIES> 5,377
<BONDS> 0
0
0
<COMMON> 11,090
<OTHER-SE> 13,406
<TOTAL-LIABILITY-AND-EQUITY> 24,496
<SALES> 16,122
<TOTAL-REVENUES> 16,122
<CGS> 8,897
<TOTAL-COSTS> 14,701
<OTHER-EXPENSES> 214
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (220)
<INCOME-PRETAX> 1,427
<INCOME-TAX> 428
<INCOME-CONTINUING> 999
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 999
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
</TABLE>
