SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ x ] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1996
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number 33-66804
U.S. AUTOMOBILE ACCEPTANCE SNP-1, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2498504
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1120 N.W. 63rd , Suite G-106
Oklahoma City, Oklahoma 73116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 843-3135
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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
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[ ]
At December 31, 1996, an aggregate of 1,000 shares of the
registrant's Common Stock, par value $1.00 each (being the
registrant's only class of common stock), were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None<PAGE>
Part I
Item 1. Business
General
U.S. Automobile Acceptance Corporation (the "Company") was
incorporated under Delaware law on July 17, 1993. The Company is a
single purpose corporation engaged in the financial services
business specializing in the purchase, management and collection of
used motor vehicle receivables (the "Contracts").
The Company purchases Contracts, at a significant discount,
created by the sale of used automobiles and light trucks. The
Company has financed its business through the securitization of the
Contracts that it purchases. In a public offering completed in
December 1994, the Company sold to investors $ 2,386,000 in
principal amount of notes secured by Contracts.
Effective January 1, 1995, Michael R. Marshall, President and
sole officer and director of the Company ("Marshall"), acquired
100% of the common stock of the Company from BTB Capital
Corporation ("BTB") in exchange for Marshall's ownership of 33 1/3%
of BTB, and certain other consideration. All officers and
directors of the Company other than Marshall resigned their
positions with the Company effective February 1, 1995. Effective
the same day Marshall resigned all his positions with BTB and U.S.
Automobile Service Corporation.
BTB is the owner of 100% of the common stock of U.S.
Automobile Service Corporation (the "Servicer"). Prior to February
1, 1995, the officers and directors of the Company were also
officers and directors of BTB and the Servicer. Effective February
1, 1995, there are no officer/director relationships between the
Company and BTB, or between the Company and the Servicer. The
Servicer continues to assist the Company with the purchase,
management and collection of the Contracts, for a fee.
In February 1995, the Company relocated its administrative
offices from Mesquite, Texas to Oklahoma City, Oklahoma. The
Company's offices are located at 1140 N.W. 63rd, Suite G-106,
Oklahoma City, Oklahoma 73116.
Securitization Activities
Pursuant to an Indenture Agreement between the Company and
Texas Commerce Bank National Association, located in Dallas, Texas,
the Company has issued and outstanding an aggregate of $2,386,000
in principal amount of its Automobile Contract Notes Due December
31, 1997 (the "Notes"). The Notes require monthly interest
payments at a rate of 15% per annum. The Company's public offering
of the Notes was completed in December 1994.
The Notes are secured by the Contracts (and the related
motor vehicle collateral and by additional collateral support
agreements provided by automobile dealerships) purchased by the
Company. In addition, the net proceeds of the offering and the
Company's excess cash flow after payment of interest and allowed
expenses secures the Notes. The Indenture Agreement requires that
all of the Company's excess cash flow must be deposited after
December 31, 1996 into a sinking fund held by the trustee for
payment of the Notes. The Company may not redeem the Notes at the
option of the Company unless the Company is unable to purchase
additional receivables satisfying the applicable required
purchasing criteria.
The Company paid certain note offering and organizational fees
and costs out of the gross proceeds from the issuance of the
Notes.
The Company pays Contract servicing fees to the Servicer,
which currently consist of monthly payments of $21.00 per Contract
that has not been assigned for repossession ($10.00 per month for
contracts having a maturity of less than 12 months). After full
payment of the Notes, the Company must also pay to the Servicer 40%
of the net collection proceeds on any remaining receivables owned
by the Company.
Under the terms of the Indenture Agreement, the excess cash
flow generated from the collection of the Contracts held by the
Company, after deduction for payment of interest and allowed
expenses, must either by reinvested in the purchase of additional
Contracts or paid into a sinking fund account for payment of the
respective Notes. Consequently, utilization of the Company's cash
flow is restricted until the Notes are paid in full and may not be
employed for general corporate purposes or other expenses not
contemplated by the Indenture Agreement.
For information regarding the results of operations of the
Company, see the discussion under "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations."
Contract Purchasing and Collecting Activities
The Company's Contracts are purchased, at a discount, from
used automobile dealerships. The Company's Contract collecting
activities are conducted through services provided by the Servicer
pursuant to an agreement with the Company. The Contracts generally
consist of retail installment sales contracts that are secured by
liens on the related motor vehicles. As of December 31, 1996, the
Company had and was actively purchasing receivables from five
automobile dealers all located in in the state of Texas.
The Contracts are generally purchased at discounts ranging
from 5% to 25% below the total future net principal balance owed on
such Contracts. The average discount for Contracts purchased to
date has been approximately 15% below the net principal balance of
the Contracts purchased.
The purchase discount varies depending on the credit
worthiness of the borrower and on the availability and financial
strength added by additional recourse or credit support agreements
provided by the automobile dealer. These dealer credit support
agreements are in the form of contract replacement guarantees,
direct dealer recourse, limited guaranty agreements or some other
form of cash hold-back arrangement. The Company generally prefers
to use Contract replacement guarantees, whereby the automobile
dealer provides the Company a replacement contract of similar terms
if the retail installment sales contract becomes delinquent. All
Contracts purchased to date have Contract replacement agreements.
The Company does not participate in the retail sales by the
automobile dealers of the financed vehicles from which the
Contracts arise. Automobile dealers are expected to continue to
sell Contracts at a discount for several reasons, including (i) the
1986 repeal of the installment sale tax treatment for such
Contracts, (ii) the lack of availability of financing from
traditional financing sources, and (iii) the currently expanding
market for used automobiles, whereby increased sales volumes by
dealers result in increased dealer profits.
The Company anticipates that all Contracts purchased by the
Company will continue to relate primarily to financed vehicles
where consumer retail prices average from $2,500 to $12,000. The
Company believes that banks and other traditional financing
institutions are not well equipped to finance independent used
motor vehicle dealers, due to the large number of relatively small
notes or installment contracts, the institutions' lack of
collection capability with respect to used motor vehicles, and the
inability of such institutions to approve or evaluate contracts on
a timely, cost-effective basis. Consumer used automobile
receivables are management and collection intensive and require
constant supervision, review and knowledge of repossession and
resale services. The Company believes that the subcontractors
selected by the Company and Servicer provide this industry
expertise at a low marginal cost.
The Contracts are purchased by the Company and serviced on
behalf of the Company under a Contract Servicing Agreement. The
Servicing Agreement allows the Servicer to subcontract with
industry-qualified third parties to perform its obligations
thereunder. Any such subcontract will not relieve the Servicer
from liability for its obligations under the Servicing Agreement.
The Company has granted a security interest in the Servicing
Agreement to the Trustee as additional security for the Notes of
the Company.
The Company and the Servicer presently utilize independent
commission agents as well as employees of the Servicer and Company
to assist in locating eligible Contracts.
The Company seeks to purchase the Contracts at substantial
discounts to their aggregate remaining unpaid principal balances.
In addition, the Company seeks to obtain Contracts whose
maturities are less than the remaining useful lives of the financed
vehicles and which require substantial down payments by the
obligors. The Company generally purchases Contracts on a "package"
basis involving several Contracts at one time.
Under the Servicing Agreement, the Servicer is obligated to
exercise discretionary powers involved in the management,
administration and collection of the Contracts and to bear all
costs and expenses incurred in connection therewith. The Servicer
presently subcontracts certain of its collecting functions to
automobile dealers (the "Subcontracting Servicer"). Funds
collected from the Subcontracting Servicers are required to be
deposited directly into the Company's master collection accounts.
The Servicer or Subcontracting Servicer must contact any
obligor on a past due Contract within fifteen (15) days after the
payment due date to pursue collections. Any material extensions,
modifications, or acceptances of partial payments by obligors, and
any related necessary Contract amendments or default waivers by the
Servicer, must be approved by the chief credit officer or president
of the Company. The Servicer and the Company will take immediate
appropriate action to enforce dealer contract replacement
guarantees and other dealer recourse agreements on behalf of the
Company. The Servicer will, if necessary, pursue repossession,
subject to compliance with all state and federal laws relating
thereto, of the financed vehicle securing any Contract whose
obligor is past due by at least three scheduled installments in the
case of bi-weekly or semi-monthly installments or two scheduled
installments in the case of monthly installments. The Servicer
may commence repossession sooner if it deems such activity to be
prudent and in the best interest of the Company. The Company
prefers that the Contract replacement agreements provided by the
automobile dealer be utilized rather than the repossession of the
vehicle by the Servicer or the Company. Loan losses and costs of
repossession are minimized by effective utilization of dealer
Contract replacement agreements.
The Servicer is entitled under the Servicing Agreement to
receive a monthly fee (the "Servicing Fee"). The Servicing Fee is
intended to compensate and reimburse the Servicer for administering
the collection of the Contracts, including collecting and posting
all payments, responding to inquiries of obligors on the Contracts,
investigating delinquencies, sending payment coupons to obligors,
and reporting any required tax information to obligors. The
Servicing Fee also compensates the Servicer for furnishing monthly
and annual statements to the Company and the Trustee with respect
to collections and proceeds, and generating information necessary
for the Company to prepare all required federal and state tax
returns.
The Servicing Agreement also provides for the Servicer to
receive, as additional compensation after all of the principal and
interest on the Notes and any related costs have been paid in full,
40% of the net collection proceeds on any remaining unpaid
contracts and previously collected funds and other assets. The
Servicer will be entitled to reimbursement of its costs and
expenses incurred in repossession, preparation for sale and resale
of any financed vehicle and reimbursement of costs of enforcement
of dealer recourse agreements.
As of December 31, 1996, the Company had an approximate
aggregate of 313 motor vehicle finance Contracts in its portfolio
with an aggregate balance owed to the Company of $2,144,912.
Competition
Numerous companies are engaged in the business of buying used
motor vehicle receivables. The Company, however, has few
competitors in the purchase of individual receivables for low to
medium-priced, used motor vehicles originated in the Company's
primary markets. National or regional rental car companies, finance
companies, used car companies, auction houses, dealer groups or
other firms with equal or greater financial resources than the
Company could elect in the future to compete with the Company in
its primary market. While the Company believes that its operations
are competitive and sustainable, these competitive factors could
have a material adverse effect upon the future operations of the
Company.
Regulation
Numerous federal and state consumer protection laws impose
requirements upon the origination and collection of consumer
receivables. State laws impose finance charge ceilings and other
restrictions on consumer transactions and may require contract
disclosures in addition to those required under federal law. These
requirements impose specific statutory liabilities upon creditors
who fail to comply with their provisions. In addition, certain of
these laws make an assignee of such contract liable to the obligor
thereon for any violations by the assignor. The Servicer verifies
the accuracy of disclosure for receivables that it purchases on
behalf of the Company; however, the Company, as an assignee of such
receivables, may be unable to enforce some of its receivables or
may be subject to liability to the obligors under some of its
receivables if such receivables do not comply with such laws.
In the event of default by an obligor on a receivable, the
Company has all the remedies of a secured party under the Uniform
Commercial Code ("UCC"). The UCC remedies of a second party
include the right to repossession by self-help means, unless such
means would constitute a breach of the peace. Self-help
repossession is accomplished by retaking possession of the motor
vehicle. If a breach of the peace is likely to occur, or if
applicable state law so requires, the Servicer must obtain a court
order on behalf of the Company from the appropriate state court and
repossess the vehicle in accordance with that order. None of the
states from which the Company does or intends to purchase
receivables have state laws that would require the Company, in the
absence of a probable breach of peace, to obtain a court order
before it attempts to repossess a motor vehicle.
In most jurisdictions, including those states from which the
Company presently does or intends to purchase receivables, the UCC
and other state laws require the secured party to provide the
obligor with reasonable notice of the date, time and place of any
public sale or the date after which any private sale of the
collateral may be held. Unless the obligor waives his rights after
default, the obligor has the right to redeem the collateral prior
to actual sale by paying the secured party the unpaid installments
(less any required discount for prepayment) of the receivable plus
reasonable expenses for repossessing, holding, and preparing the
collateral for disposition and arranging for its sale, plus in some
jurisdictions, reasonable attorneys fees, or, in some states, by
payment of delinquent
installments. Vehicles repossessed on behalf of the Company, if
any, will generally be resold at wholesale auctions which are
attended principally by dealers.
Item 2. Properties
The Company has no material physical properties.
Item 3. Legal Proceedings
There are no legal proceedings involving the Company or its
assets.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
<PAGE>
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
There is no established public trading market for the
Company's common equity. All of the Company's outstanding common
stock is owned by Michael R. Marshall, President and sole
director of the Company.
Item 6. Selected Financial Data
Set forth below is a table of selected financial data for
the fiscal year ended December 31, 1996.
Statement of Operations Data:
Interest revenue $ 618,238
Interest expense $ 358,610
Net interest income $ 259,628
General and administrative expenses $ 194,248
Income tax provision $ 11,345
Income from continuing operations $ 54,035
Net income $ 54,035
Net income per share of common stock $ 54.04
Weighted average number of shares outstanding 1,000
Balance Sheet Data:
Installment receivables $ 2,144,912
Total assets $ 2,896,889
Notes payable $ 2,386,000
Total liabilities $ 2,788,619
Shareholder's equity $ 108,270
Operating Data:
Number of active automobile dealers at
period end 5
Number of contracts at period end 313
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of
Operations
General
The Company reached the minimum required notes payable
subscription amount in September 1994 and thereafter began
purchasing Contracts. The Company completed raising the total
subscription amount of $2,386,000 by December 1994, and the Company
invested approximately $1,050,000 of the offering proceeds in
Contracts prior to December 31, 1994, and had fully invested all
note subscriptions by March, 1995.
Income and Loss Recognition
The Company purchases Contracts at discounts ranging from 5%
to 25% of the remaining net principal balance of each Contract.
The difference between the estimated future cash collections and
the cost of the Contract is unearned interest income and unearned
discount. Over the life of the receivable portfolio, this unearned
interest and unearned discounts are recognized as interest revenue.
Interest expense represents interest paid, or accrued on the
Company's borrowing during the life of the receivable portfolio.
The Company charges uncollectible receivable amounts to unearned
interest and discounts account as losses are incurred.
Because of automobile dealer Contract replacement agreements,
loss exposure is minimized on defaulted Contracts. The Company's
high yield from its Contracts is primarily a result of the
negotiated purchase discounts obtained at time of the purchase of
the Contract and the interest rates generally charged on the
Contracts, typically at the statutory ceiling rate for the state of
Texas.
General and Administrative Expenses
General and administrative expenses consist primarily of
servicing fees, bank, accounting, attorney, and trustee fees.
Servicing fees are paid to the Servicer monthly at the current rate
of $21.00 for each receivable that is not in default.
Tax Expense
The Company will account for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting For
Income Taxes".
The Company amortizes note offering costs over the term of the
notes payable for tax purposes and as notes payable are paid for
financial purposes. As a result, the Company has expenses deducted
from taxable income before they are recognized for financial
accounting purposes.
As of December 31, 1996, the Company had a tax loss of
$243,000 which may be carried forward to the year 2011.
Liquidity and Capital Resources
Beginning January 1, 1997, all cash provided by operations
will be deposited into a trust account and no additional Contracts
will be purchased. This will cause the Company's interest revenue,
interest margin, and income to decrease at that time. Management
believes that sinking fund cash combined with refinancing of
remaining Contract balances will be sufficient to redeem notes at
maturity.
Effective Interest Rates
The Company's effective yield on its Contracts through
December 31, 1996 was approximately 39%. The stated interest rate
on the borrowing of the Notes is 15%.
Item 8. Financial Statements and Supplementary Data
See index at page F-1.
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
A change in the Company's accountant was reported on Form
8-K-A in March 1995.
Part III
Item 10. Directors and Executive Officers of the Registrant
The name, age, background and principal occupation of the
sole director and executive officer of the Company is set forth
below:
Mr. Michael R. Marshall, age 47, the sole officer and
director, was appointed Chairman of the Board and President of the
Company, effective February 1, 1995. Mr. Marshall has for
approximately three years spent full time in the sub-prime credit
automobile finance business. Mr. Marshall holds a Bachelor of
Business Administration Degree in Accounting which he obtained in
1971 from Texas A & M University and is a Certified Public
Accountant, licensed to practice in the state of Texas. From 1971
through 1977 Mr. Marshall was employed at Coopers & Lybrand, an
international firm of Certified Public Accountants, which he served
in various positions including general practice manager of its
Oklahoma City office. Mr. Marshall was self-employed from 1977 to
1982 as a practicing Certified Public Accountant and as a corporate
financial consultant and since 1982 has been President and Chief
Executive Officer of Settlers Capital Corporation, an Oklahoma
corporation, which specializes in assisting companies in the
placement of private and public debt and equity finance
transactions. Additionally, from 1981 through 1988, Mr. Marshall
was the President of Settlers Energy Corporation, an independent
oil and gas company located in Oklahoma, which specialized in
purchasing, managing and liquidation of secured oil and gas loans
of distressed financial institutions. Mr. Marshall became the sole
shareholder of the Company effective January 1, 1995.
Effective February 1, 1995, in conjunction with Mr. Marshall's
acquisition of 100% of the common stock of the Company, Mr. Carroll
D. Blake, formerly President, Chief Executive Officer and Chairman
of the Board of Directors and Mr. Louis Tijerina, formerly
Executive Vice President, Secretary and Director, resigned their
positions with the Company.
There are no family relationships among any of the director
and executive officers of the Company. None of the Company's
directors hold directorships in any company with a class of
securities registered pursuant to Section 12 of the Exchange Act or
subject to the requirements of Section 15(d) of the Exchange Act or
any company registered as an investment company under the
Investment Company Act of 1940.
Item 11. Executive Compensation
None of the directors or executive officers received any
compensation from the Company during 1995. The director and
executive officer does not anticipate receipt of any compensation
from the Company, prior to the satisfaction in full of the 15%
Automobile Contract Notes due December 31, 1997.
While the officer of the Company will not receive any
compensation in capacity as such officer, any profit remaining in
the Company after all Notes and all Contracts have been paid in
full will accrue to the benefit of the shareholder of the Company,
in his capacity as such shareholder.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Effective January 1, 1995, Mr. Marshall acquired 100% of the
Company's issued and outstanding common stock from BTB Capital
Corporation in exchange for Mr. Marshall's 33 1/3% common stock
ownership in BTB Capital Corporation and certain other
consideration. At March 12, 1996, the ownership of the Company's
common stock is as follows:
Name and
Address of
Beneficial Owner
Number
of Shares
Amount and Nature of
Beneficial
Ownership Percentage
of
Class Outstanding
Mr. Michael R. Marshall
1120 N.W. 63rd, Suite
G-106
Oklahoma City, OK
73116
1,000
100%
Item 13. Certain Relationships and Related Transactions
The Company's installment contracts are purchased and serviced
on behalf of the Company by U.S. Automobile Service Corporation
(USASC). USASC is entitled to a monthly fee ($21.00 per month per
contract). Subject to the ultimate payoff of all notes, USASC
shall receive 40% of any remaining contract proceeds after payoff
of the notes.
Effective January 1, 1995, Michael R. Marshall ("Marshall"),
acquired 100% of the common stock of the Company from BTB Capital
Corporation ("BTB") (which was formerly the parent of the Company),
in exchange for Marshall's ownership of 33 1/3% of BTB, and certain
other consideration. All officers and directors of the Company
other than Marshall resigned their positions with the Company
effective February 1, 1995. Effective the same day Marshall
resigned all his positions with BTB and U.S. Automobile Service
Corporation.
Marshall is now the sole shareholder, sole officer and sole
director of the Company.
Accordingly, the Servicer is no longer an affiliate of the
Company.
The Servicer will continue to assist with purchasing and
servicing automobile installment purchase contracts in accordance
with its Contract Servicing Agreement.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) Financial Statements and Schedules:
The financial statements listed in the Index to
Financial Statements are filed as part of this
annual report. No financial statement schedules are
required to be filed as part of this annual report
because all information otherwise included in
schedules has been incorporated into the Notes to
Financial Statements.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed in the three month
period ended December 31, 1996.
(c) Exhibits:
Exhibit
Number
Exhibit
3.1 Articles of Incorporation of U.S. Automobile Acceptance
SNP-1, Inc.(1)
3.2 Bylaws of U.S. Automobile Acceptance SNP-1, Inc. (1)
4.1 Indenture Agreement between U.S. Automobile Acceptance SNP-1, Inc. and
Texas Commerce Bank National Association, as
Trustee, with respect to the 15% Automobile Contract Notes
due December 31, 1997(1)
4.2 Form of 15% Automobile Contract Note due December 31, 1997
(1)
10.2 Servicing Agreement between U.S. Automobile Acceptance
SNP-1, Inc. and U.S. Automobile Service Corporation (1)
(d) Financial Statements excluded by Rule 14a-3(b): None.
(1) Incorporated by reference to the Company's Form S-1
Registration Statement (File No. 33-66804)<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 21, 1997
U.S. AUTOMOBILE ACCEPTANCE SNP-1, INC.
By: ______________________________
Michael R. Marshall, President
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
person on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
By: ____________________ President and Director March 21, 1997
Michael R. Marshall (Principal Executive Officer
principal Financial Officer)
Supplemental Information to be Furnished With Reports Filed
Pursuant to Section 15(d) of the Act by Registrants Which Have
Not Registered Securities Pursuant to Section 12 of the Act.
The registrant hereby undertakes to file with the Commission
four copies of any annual report to its security holders when it
is sent to such security holders.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 86,359
<SECURITIES> 0
<RECEIVABLES> 2,144,912
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,231,271
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,896,889
<CURRENT-LIABILITIES> 30,351
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 107,270
<TOTAL-LIABILITY-AND-EQUITY> 2,896,889
<SALES> 0
<TOTAL-REVENUES> 618,238
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 194,248
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 358,610
<INCOME-PRETAX> 65,380
<INCOME-TAX> 54,035
<INCOME-CONTINUING> 54,035
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 54,035
<EPS-PRIMARY> 54.04
<EPS-DILUTED> 54.04
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