U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 25, 1999.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT.
For the transition period from __________ to __________
Commission file number 33-11062-D
UNITED SHIELDS CORPORATION
(Exact name of small business issuer as specified in its charter)
Colorado 84-1049047
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2640 Peerless Road, Cleveland, Tennessee 37312
(Address of principal executive offices)
(423) 479-1655
(Issuer's telephone number)
655 Eden Park Drive, Suite 260, Cincinnati, Ohio 45202
(Former name, former address and formal fiscal year, if
changes since last report.)
Check whether the issuer (1) filed all reports required to be
filed by Section 3 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing
requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant filed all documents and reports to be
filed by sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
16,604,875 shares as of July 28, 1999.
Transitional Small Business Disclosure Format (check one):
Yes No X
UNITED SHIELDS CORPORATION
INDEX
Page
No.
Part I. Financial Statements
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of
June 25, 1999 and December 25, 1998 3-4
Consolidated Statements of Operations
for the quarter ended June 25, 1999
compared to the quarter ended July 3,
1998 and for the six month period
ended June 25, 1999 compared to the
six month period ended July 3, 1998 5
Consolidated Statements of Cash Flows
for the six month period ended
June 25, 1999 compared to the six
month period ended July 3, 1998 6
Notes to Consolidated Financial
Statements 7-8
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 8-11
Part II. Other Information
Item 4. Submission of Matters to a Vote
of Security Holders 12
Signatures 13
<PAGE>
United Shields Corporation
Consolidated Balance Sheets
<TABLE>
(unaudited)
June 25, December 25,
1999 1998
-------- ------------
<S> <C> <C>
Assets
Current Assets:
Cash $ 152,150 $ 191,609
Accounts receivable, net 1,919,208 1,543,923
Other receivables 2,834 14,447
Inventories 1,346,786 1,321,168
Prepaid expenses 17,515 20,947
---------- ----------
Total current assets 3,438,493 3,092,094
Property, plant and
equipment, at cost:
Land 401,637 399,838
Machinery and equipment 3,699,221 3,485,620
Office furniture and
fixtures 84,979 75,620
Vehicles 61,675 21,850
Building and leasehold
improvements 1,286,514 1,285,883
--------- ---------
5,534,026 5,268,811
Less accumulated
depreciation (960,565) (619,236)
------- -------
Net property, plant
and equipment 4,573,461 4,649,575
---------- ----------
Other assets:
Deposits 78,423 59,148
Cash surrender value of
life insurance 928,913 961,845
Goodwill, net 4,811,599 4,990,379
Other 7,288 6,438
---------- ----------
Total other assets 5,826,223 6,017,810
---------- ----------
$13,838,177 $13,759,479
---------- ----------
---------- ----------
The Notes to Consolidated Financial Statements are an
integral part of these statements.
</TABLE>
<PAGE>
United Shields Corporation
Consolidated Balance Sheets
<TABLE>
(unaudited) December 25,
June 25, 1999 1998
------------- ------------
<S> <C> <C>
Liabilities and
Stockholders' Equity
Current liabilities:
Revolving line of credit $ 291,682 $ ---
Notes payable - related
parties - current 810,860 441,345
Capital lease obligation -
current 22,495 140,895
Accounts payable 1,650,404 1,318,041
Accrued expenses and other
current liabilities 882,731 1,001,410
---------- ----------
Total current liabilities 3,658,172 2,901,691
Revolving line of credit --- 91,487
Notes payable - related
parties 1,226,495 1,166,636
Long-term debt 3,644,060 3,880,060
Deferred compensation 625,357 625,357
---------- ----------
Total liabilities 9,154,084 8,665,231
---------- ----------
Stockholders' equity:
Common stock - authorized
500,000,000 shares without
par value; stated value
$0.01; issued and
outstanding 16,604,875 at
June 25, 1999 and
December 25, 1998,
respectively 166,049 166,049
Additional paid in capital 9,380,172 9,380,172
Accumulated deficit (4,862,128) (4,451,973)
---------- ----------
Total stockholders'
equity 4,684,093 5,094,248
---------- ----------
$13,838,177 $13,759,479
----------- ----------
----------- ----------
</TABLE>
The Notes to Consolidated Financial Statements are an
integral part of these statements.
United Shields Corporation
Consolidated Statement of Operations
<TABLE>
Three Months Ended Six Months Ended
--------------------- --------------------
June 25, July 3, June 25, July 3,
1999 1998 1999 1998
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Net sales $ 3,350,365 $3,234,460 $6,532,899 $6,458,521
Cost of sales 2,532,762 2,565,189 4,970,096 5,090,341
---------- ---------- ---------- ----------
Gross profit 817,603 669,271 1,562,803 1,368,180
Operating expenses:
Selling, general and administrative
expenses 658,174 708,739 1,299,864 1,482,994
Goodwill amortization 89,391 89,390 178,780 178,780
---------- ---------- ---------- ----------
Total operating expenses 747,565 798,129 1,478,644 1,661,774
---------- ---------- ---------- ----------
Income (loss) from operations 70,038 (128,858) 84,159 (293,594)
---------- ---------- ---------- ----------
Other income (expense):
Interest expense, net (242,299) (482,315) (502,434) (616,640)
Gain (loss) on sale of property
and equipment --- 3,977 22,487 (1,023)
Other income (expense) (14,593) (12,355) (12,468) (15,174)
---------- ---------- ---------- ----------
Total other (expense) (256,892) (490,693) (492,415) (632,837)
---------- ---------- ---------- ----------
Loss before income taxes (186,854) (619,551) (408,256) (926,431)
Income taxes --- --- --- ---
---------- ---------- ---------- ----------
Net loss $ (186,854) $(619,551) $(408,256) $(926,431)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Weighted average number of
shares outstanding -
basic and diluted 16,604,875 12,067,273 16,604,875 12,067,273
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net loss per common share -
basic and diluted $ (0.01) $ (0.05) $ (0.02) $ (0.08)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
The Notes to Consolidated Financial Statements are an
integral part of these statements.
</TABLE>
United Shields Corporation
Consolidated Statement of Cash Flows
<TABLE>
Six Months Ended
-------------------------
June 25, July 3,
1999 1998
-------- -------
<S> <C> <C>
Net cash flows provided by (used in) operating activities:
Net loss $ (408,256) $(926,431)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization - property and equipment 349,559 318,325
Amortization of goodwill and warrants 296,151 457,734
Gain (loss) on sale of property and equipment (22,487) 1,023
Changes in working capital accounts:
Accounts and other receivables (363,672) (112,764)
Inventories (25,618) 144,473
Prepaid expenses 3,432 65,944
Deposits and others (20,125) 9,099
Accounts payable 332,363 (17,732)
Accrued expenses and other current liabilities (120,578) 219,191
--------- -------
Net cash provided by operating activities 20,769 158,862
--------- -------
Cash flows provided by (used in) investing activities:
Purchases of property and equipment (282,400) (81,765)
Proceeds from sale of property and equipment 31,442 20,750
Investment in potential acquisitions --- 36,259
Cash received or (increase) in value of life insurance policies 32,932 (35,000)
--------- -------
Net cash used in investing activities (218,026) (59,756)
<PAGE>
--------- -------
Cash flows provided by (used in) financing activities:
Borrowings under revolving line of credit 200,195 ---
Borrowings under notes payable - related parties 369,515 ---
Payments on notes payable - related parties --- (698,401)
Payments on long-term debt (236,000) (185,940)
Payments on capital lease obligation (175,912) (161,163)
Proceeds from issuance of common stock, net of expenses --- 579,895
--------- -------
Net cash provided by (used in) financing activities 157,798 (465,609)
--------- -------
Net decrease in cash (39,459) (366,503)
Cash at beginning of period 191,609 512,839
--------- -------
Cash at end of period $152,150 $146,336
--------- -------
--------- -------
</TABLE>
The Notes to Consolidated Financial Statements are an integral
part of these statements.
United Shields Corporation
Notes To Consolidated Financial Statements
June 25, 1999
1. Company Description
United Shields Corporation ("USC" or the "Company") is a
Tennessee-based holding company that currently owns two
operating subsidiaries: The HeaterMeals Company ("HMC"), which
manufactures and markets patented, portable electrochemical
heaters and a line of shelf-stable meals that incorporate such
heaters, and R. P. Industries, Inc. ("RPI") which is engaged
in the production of molded plastic components and finished
products of original equipment manufacturers.
2. Summary of Significant Accounting Policies
a. Interim Financial Statements
The June 25, 1999 and July 3, 1998 financial data are
unaudited, however, in the opinion of management, the
accompanying unaudited consolidated financial statements
contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the
consolidated financial statements for the respective
periods. Interim results are not necessarily indicative
of results for a full year. The consolidated financial
statements should be read in conjunction with the
Company's audited consolidated financial statements and
notes thereto for the fiscal year ended December 25, 1998.
b. Principles of Presentation
The consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries after
elimination of intercompany balances and transactions.
c. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the
dates of the financial statements and the reported amounts
of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
d. Per Share Data
The Company has adopted Statement of Financial Accounting
Standards No. 128, Earnings per Share (SFAS No. 128).
Basic earnings per share is computed based on the weighted
average number of shares outstanding during the period.
Diluted earnings per share gives effect to all dilutive
potential common shares outstanding during this period.
Potential common shares include shares issuable upon
exercise of the Company's stock options and warrants.
Potential common shares relating to options and warrants
to purchase common stock were not included in the weighted
average number of shares for the quarterly periods ended
June 25, 1999 and July 3, 1998 because their effect, if
any, would have been anti-dilutive.
<PAGE>
United Shields Corporation
Notes to Consolidated Financial Statements, continued
e. Reclassifications
Certain prior year amounts have been reclassified in order
to conform to the current year presentation.
3. Long-Term Debt Restructuring
On June 9, 1999, the Company executed the Fourth Amendment to
the Revolving Credit and Security Agreement with First Union
National Bank to refinance its indebtedness with respect to
its RPI subsidiary. This amended agreement allowed for (i)
improved borrowing capabilities, (ii) a deferral of principal
payments through March 31, 2000, (iii) the surrender of the
life insurance policies with the placement of such funds into
a restricted interest-bearing account with First Union, except
for $250,000 which may be utilized to partially fund a future
acquisition of the company, (iv) adjustments to the loan
covenants for the term of the loan, and (v) an extension of
the loan maturity date to April 30, 2001.
4. Contingencies
The Company is involved in litigation and other matters which
involve routine matters incident to the Company's business.
In the opinion of management, the ultimate disposition of such
litigation and matters will not have a material effect upon
the Company's financial statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Safe Harbor Clause
This report contains certain "forward-looking
statements". The Company desires to take advantage of
the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995 and is including this
statement for the express purpose of availing itself of
the protection of such safe harbor with respect to all
such forward-looking statements. These forward-looking
statements, which are included in Management's Discussion
and Analysis, describe future plans or strategies and
include the Company's expectations of future financial
results. The words "expect," "estimate," "anticipate,"
"predict," and similar expressions are intended to
identify forward-looking statements. Important factors
that could cause the actual results, performance or
achievement of the Company to differ materially from the
Company's expectations include the following: 1) one or
more of the assumptions or other factors discussed in
connection with particular forward-looking statements
prove not to be accurate; 2) the Company is unsuccessful
in increasing sales through its anticipated marketing
efforts; 3) mistakes in cost estimates and cost over-
runs; 4) the Company's inability to obtain financing for
one or more acquisitions and/or for general operations;
5) non-acceptance of one or more products of the Company
in the marketplace due to costs or other reasons; 6) the
Company's inability to supply any product to meet market
demand; 7) generally unfavorable economic conditions
which would adversely effect purchasing decisions by
retailers or consumers; 8) development of a similar
competing product with HeaterMeals(R) which is not an
infringement of any of the patents pertaining to those
products; 9) inability of the owner of any of the patents
to protect against infringement; 10) the inability to
successfully integrate one or more acquisitions with the
Company's operations (including the inability to
successfully integrate several acquisitions at the same
time, integrate businesses which may be diverse as to
type of business, geographic area, or customer base and
the diversion of management's attention among several
acquired businesses) without substantial costs, delays or
other problems; 11) if the Company experiences labor
and/or employment problems such as work stoppages,
inability to hire and/or retain competent personnel; 12)
a shortage in the supply of significant raw materials,
such as plastic resin and magnesium, which would
significantly increase the cost of goods sold; 13) if the
Company experiences unanticipated problems (including but
not limited to accidents, fires, acts of God, etc.), or
is adversely affected by problems of its suppliers,
shippers, customers or others; and 14) potential material
adverse consequences to the Company relating to the Year
2000 issue. All written or oral forward-looking
statements attributable to the Company are made as of the
date hereof, and the Company assumes no obligation to
update the forward-looking statements, or to update the
reasons why actual results could differ materially from
those projected in the forward-looking statements.
Results of Operations
The following is a discussion of the results of
operations for the quarter and six-month periods ended
June 25, 1999 compared with the quarter and six-month
period ended July 3, 1998, and changes in financial
condition during the first six months of 1999:
NET SALES. Net sales for the quarter and six-month
period ended June 25, 1999 were $3,350,365 and
$6,532,899, respectively, increasing 4% and 1% compared
to the quarter and six-month period ended July 3, 1998.
Net sales of HMC increased 39% in the second quarter and
38% in the six-month period ended June 25, 1999, versus
the comparable periods a year ago, while net sales of RPI
decreased 16% in the second quarter and 15% in the six-
month period ended June 25, 1999, versus the comparable
periods a year ago. The increases in net sales of HMC in
both periods continues a trend of additional volumes
related to its electrochemical heaters and from
substantial additional volumes related to its shelf-
stable meals, which incorporate such heaters, and from
price increases to its shelf-stable meals. The declines
in net sales of RPI in the quarter and six-month period
ended June 25, 1999 reflect lower volumes versus
comparable periods in 1998.
COST OF SALES. Cost of sales for the quarter declined 1%
to $2,532,762 and 2% to $4,970,096 for the six-month
period ended June 25, 1999 versus the comparable periods
ended July 3, 1998. Increases in HMC's cost of sales
resulted from substantially higher volumes offset by more
efficient manufacturing operations during the quarter and
six-month period ended June 25, 1999, versus the
comparable periods in 1998. Decreases in RPI's cost of
sales in both periods resulted from lower volumes when
compared to the prior year periods.
GROSS PROFIT. Gross profit increased 22% to $817,603
during the quarter and 14% to $1,562,803 in the six-month
period ended June 25, 1999, versus the comparable periods
in 1998. Similarly, gross profit percentage increased to
24% for the quarter and the six-month period ended June
25, 1999, as compared to 21% for both of the comparable
periods in the prior year. The improvements in gross
profit and gross profit percentages are a result of
substantial volume and gross profit improvements with
respect to HMC due to the implementation of material cost
reductions, automation of processes and other
efficiencies, and a modest increase in prices, net of a
slight decline in RPI's gross profit as a result of lower
volumes in both periods.
OPERATING EXPENSES. Operating expenses decreased 6% to
$747,565 during the quarter and 11% to $1,478,644 during
the six-month period ended June 25, 1999, versus the
comparable periods in 1998, principally as a result of
cost containment measures initiated during the second
half of 1998 at all the company's operations which
continued through the first half of 1999. Operating
expenses were 22% and 23% of net sales, respectively, for
the quarter and six-month period ended June 25, 1999. Of
particular note, operating expenses relating to the
Company's corporate operations have been reduced by
$125,507, or 43%, for the quarter and $213,068, or 38%,
for the six-month period ended June 25, 1999, versus the
comparable periods a year ago. Additional reductions are
expected to continue through the remainder of the year as
a result of the Company's integration of most of its
corporate operations into the HMC facility at the end of
June, 1999.
INTEREST EXPENSE, NET. Interest expense, net decreased
50% to $242,299 during the quarter and 19% to $502,434
for the six-month period ended June 25, 1999 versus the
comparable periods a year ago. Results for the six-month
period ended July 3, 1998 do not include first quarter
interest expense waived by NAVICAP in the amount of
$106,773. On a pro forma basis, inclusion of this
interest expense would have resulted in a decline of 31%
in interest expense, net for the six-month period ended
June 25, 1999 as compared to a year ago. Declines in
interest expense, net in both the quarter and the six-
month period ended June 25, 1999 also reflect lower
borrowings primarily due to a conversion of debt to
equity in fourth quarter 1998.
INCOME TAXES. No income tax benefits attributable to the
losses from continuing operations were recorded in the
quarter and six-month periods ended June 25, 1999 and
July 3, 1998, as a result of uncertainty associated with
the realization of these tax deferred assets.
Liquidity and Capital Resources
The Company's principal cash requirements are for
operating expenses, capital expenditures and repayment of
capital lease obligations. Historically, the Company's
primary sources of cash have been from operations,
borrowings from related parties and financial
institutions, and the proceeds from the sale of the
Company's common stock through its private placement
programs.
During the first half of 1999, net cash provided by
operating activities of $20,769 was utilized to partially
fund investing activities in the amount of $218,026. The
net cash provided by financing activities was comprised
of $569,710 in borrowings under the Company's revolving
line of credit and under notes payable to related
parties, $236,000 in principal payments under the
Company's long-term debt facility and principal payments
of $175,912 related to the Company's capital lease
obligation. The net cash flows used in investing
activities were comprised of $282,400 in purchases of
property and equipment, proceeds of $31,442 from the sale
of property and equipment and $32,932 related to received
cash from life insurance policies.
While it is anticipated that the Company's subsidiaries
will generate sufficient cash flow and have sufficient
resources to fund their operations and financial
obligations as they become due in 1999, the Company's
corporate operations will require additional financial
resources to support itself during 1999; although, it is
anticipated that the Company's HMC subsidiary will be
able to provide a substantial amount of financing for the
Company's corporate operations during the last half of
1999, as it has completed the required payments under the
Company's capital lease obligation.
Accordingly, in an effort to provide financing for the
Company's corporate operations during the first half of
1999 and to provide financial resources to complete
desired acquisitions, the Company embarked on a project
to refinance its indebtedness with respect to its RPI
subsidiary. On June 9, 1999, RPI's Revolving Loan
Agreement with First Union National Bank was re-
negotiated to allow for; (i) improved borrowing
capabilities, (ii) a deferral of principal payments
through March 31, 2000, (iii) the surrender of the life
insurance policies with the placement of such funds into
a restricted interest-bearing account with First Union,
except for $250,000 which may be utilized to partially
fund a future acquisition of the Company, (iv)
adjustments to the loan covenants for the term of the
loan, and (v) an extension of the loan maturity date to
April 30, 2001.
Also, during the second quarter of 1999, the Company
commenced a private offering of its common stock, which,
if successful, will result in proceeds of $675,000 to
$1,350,000 dollars to be received in the third quarter.
The net proceeds from this private placement are expected
to be used to fund potential acquisitions, repay
interest-bearing indebtedness and provide working
capital. However, there can be no assurance this
offering will be successful.
During the first six months of 1999, financing of the
Company's corporate operations has been provided by the
Company's Vice Chairman, related family members and the
Chairman and Chief Executive Officer. Although
management believes that sufficient financing resources
will be available, there can be no assurance that such
resources will continue to be available to the Company or
that they will be available on terms favorable to the
Company.
Part II - Other Information
Item 4 - Submission of Matters to a Vote of Security Holders
The 1999 Annual Shareholders Meeting of United Shields
Corporation (the "Meeting") was held on July 14, 1999. The
holders of 12,781,002 shares of the company's 16,604,875 then
outstanding shares of common stock (approximately 76%) were
present at the Meeting in person or by proxy.
(a) At such Meeting, the following three individuals were
duly nominated and properly elected as Directors of the
Company to serve until the 2000 Annual Shareholders
Meeting and until their successors are elected and
qualified - William A. Frey III, T.J. Tully and Donald
T. Zimmerman, Jr. The number of votes cast for, against
and withheld with respect to each nominee for office are
indicated below:
William A. Frey III
Votes For Director 12,552,722 Shares
Votes Against -0- Shares
Votes Abstained 228,280 Shares
T.J. Tully
Votes For Director 12,552,722 Shares
Votes Against -0- Shares
Votes Abstained 228,280 Shares
Donald T. Zimmerman, Jr.
Votes For Director 12,552,722 Shares
Votes Against -0- Shares
Votes Abstained 228,280 Shares
(b) At such Meeting, a proposal to ratify the appointment of
the firm of Grant Thornton LLP to serve as independent
auditors for fiscal 1999 was approved. The number of
votes cast for, against and to abstain are indicated
below:
Votes For Grant Thornton LLP 12,698,452 Shares
Votes Against 200 Shares
Votes Abstained 82,350 Shares
<PAGE>
Signatures
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
UNITED SHIELDS CORPORATION
Date: August 5, 1999 /s/ William A. Frey III
___________________________
William A. Frey III
Chairman and Chief
Executive Officer
Date: August 5, 1999 /s/ Donald T. Zimmerman, Jr.
____________________________
Donald T. Zimmerman
President and Chief
Operating Officer
Date: August 5, 1999 /s/ John F. Quigley
____________________________
John F. Quigley
Senior Vice President and
Chief Financial Office
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000808432
<NAME> UNITED SHIELDS CORPORATION
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> MAR-27-1999
<PERIOD-END> JUN-25-1999
<CASH> 152,150
<SECURITIES> 0
<RECEIVABLES> 1,919,208
<ALLOWANCES> 0
<INVENTORY> 1,346,786
<CURRENT-ASSETS> 3,438,493
<PP&E> 5,534,026
<DEPRECIATION> 960,565
<TOTAL-ASSETS> 13,838,177
<CURRENT-LIABILITIES> 3,658,172
<BONDS> 0
0
0
<COMMON> 166,049
<OTHER-SE> 4,518,044
<TOTAL-LIABILITY-AND-EQUITY> 13,838,177
<SALES> 6,532,899
<TOTAL-REVENUES> 6,532,899
<CGS> 4,970,096
<TOTAL-COSTS> 6,269,960
<OTHER-EXPENSES> 12,468
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 502,434
<INCOME-PRETAX> (408,256)
<INCOME-TAX> 0
<INCOME-CONTINUING> (408,256)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (408,256)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
