<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 quarterly period ended JUNE 30, 1998
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 number 1-11126-60
J&L SPECIALTY STEEL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1564186
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. BOX 3373
ONE PPG PLACE, PITTSBURGH, PA 15230-3373
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
412-338-1600
----------------------------------------------------
(Registrant's telephone number, including area code)
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 [ ]
Number of shares of Common Stock outstanding as of July 31, 1998: 38,763,000
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<PAGE> 2
J&L SPECIALTY STEEL, INC.
SEC FORM 10-Q
Quarter Ended June 30, 1998
Index
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements
of Income 3
Condensed Consolidated Balance Sheets 5
Condensed Consolidated Statements of
Cash Flows 6
Notes to Condensed Consolidated
Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature 14
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
J&L SPECIALTY STEEL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
-------------------------
1998 1997
----- ----
<S> <C> <C>
Trade sales, net $127,575 $161,296
Cost of products sold 128,401 150,968
Depreciation and amortization expenses 8,656 6,206
Selling, general and administrative expenses 4,990 5,304
Research and technology expense 1,460 1,501
-------- --------
Operating income (loss) (15,932) (2,683)
Interest expense 4,530 1,312
Interest income (24) (36)
Other (income) expense, net (75) (20)
-------- --------
Income (loss) before income taxes (20,363) (3,939)
Income tax expense (benefit) (6,480) (553)
-------- --------
Net income (loss) $(13,883) $ (3,386)
======== ========
Earnings (loss) per common share:
Basic $ (.36) $ (.09)
======== ========
Diluted $ (.36) $ (.09)
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
J&L SPECIALTY STEEL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------------
1998 1997
---- ----
<S> <C> <C>
Trade sales, net $ 263,455 $ 326,391
Cost of products sold 266,473 298,969
Depreciation and amortization expenses 17,389 12,126
Selling, general and administrative expenses 9,885 10,305
Research and technology expense 2,923 3,068
Unusual item -- (5,907)
--------- ---------
Operating income (loss) (33,215) 7,830
Interest expense 8,580 2,027
Interest income (56) (71)
Other (income) expense, net (163) (61)
--------- ---------
Income (loss) before income taxes (41,576) 5,935
Income tax expense (benefit) (13,277) 4,280
--------- ---------
Net income (loss) $ (28,299) $ 1,655
========= =========
Earning (loss) per common share:
Basic $ (.73) $ .04
========= =========
Diluted $ (.73) $ .04
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
J&L SPECIALTY STEEL, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 1998 1997
----------- -----------
(unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 807 $ 1,186
Trade receivables, less allowances of
$3,876 and $3,883, respectively 47,147 54,250
Trade receivables from affiliates 9,699 7,142
Inventories 152,772 151,115
Income tax receivable 18,176 3,743
Deferred income taxes 10,729 9,366
Prepaid expenses and other current assets 559 1,093
--------- ---------
Total current assets 239,889 227,895
--------- ---------
Property, plant and equipment, net of accumulated depreciation
of $119,113 and $105,137, respectively 325,782 338,062
Goodwill, net of accumulated amortization
of $72,351 and $69,082, respectively 208,663 211,932
Deferred income taxes -- 4,569
Other noncurrent assets 10,003 9,933
--------- ---------
Total assets $ 784,337 $ 792,391
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 61,255 $ 76,679
Construction accounts payable 13,567 15,288
Accrued employee compensation and benefits 19,174 21,136
Other accrued liabilities 24,611 23,860
Short-term debt 27,790 23,319
--------- ---------
Total current liabilities 146,397 160,282
--------- ---------
Long-term debt 252,141 222,583
Deferred income taxes 2,746 --
Postretirement benefits liability 55,609 53,473
Other noncurrent liabilities 20,505 19,547
Shareholders' equity:
Preferred stock (par value $.01 per share; 2,000,000 shares
authorized, no shares issued and outstanding) -- --
Common stock (par value $.01 per share; 100,000,000 shares
authorized, 38,763,000 shares issued and outstanding) 388 388
Additional paid-in capital 315,181 311,823
Retained earnings (deficit) (7,155) 25,989
Unearned compensation (1,475) (1,694)
--------- ---------
Total shareholders' equity 306,939 336,506
--------- ---------
Total liabilities and shareholders' equity $ 784,337 $ 792,391
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
J&L SPECIALTY STEEL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net cash provided (used) by operating activities $(24,902) $ 3,254
-------- ---------
Cash flows from investing activities:
Capital expenditures (1,772) (38,534)
-------- ---------
Net cash used by investing activities (1,772) (38,534)
-------- ---------
Cash flows from financing activities:
Borrowings on lines of credit, net 34,800 41,800
Refinancing of long-term bank loan -- 125,000
Repayment of long-term bank loan -- (125,000)
Borrowings of industrial development loans, net (771) 1,128
Common stock dividends paid (7,734) (7,734)
-------- ---------
Net cash provided by financing activities 26,295 35,194
-------- ---------
Net increase (decrease) in cash and cash equivalents (379) (86)
Cash and cash equivalents at beginning of period 1,186 499
-------- ---------
Cash and cash equivalents at end of period $ 807 $ 413
======== =========
Supplemental disclosures of cash flow information Cash paid (refunded) during
the period for:
Interest $ 9,019 $ 8,333
Income taxes (8,073) 5,735
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
J&L SPECIALTY STEEL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
NOTE 1 FINANCIAL STATEMENTS
The information contained in these financial statements and notes for the
quarter ended June 30, 1998, should be read in conjunction with the audited
financial statements and notes contained in the J&L Specialty Steel, Inc. Annual
Report and Form 10-K for the year ended December 31, 1997. The accompanying
unaudited Condensed Consolidated Financial Statements of J&L Specialty Steel,
Inc. (the "Company") have been prepared in accordance with generally accepted
accounting principles and the rules and regulations of the Securities and
Exchange Commission. The condensed interim statements do not include all of the
information and footnotes required for complete financial statements. It is
management's opinion that all adjustments (including all normal recurring
adjustments) considered necessary for a fair presentation have been made;
however, results for the interim period are not necessarily indicative of
results to be expected for the full year.
NOTE 2 INVENTORIES
Inventories are stated at the lower of cost or market. Raw materials in all
levels of inventory are valued using the last in, first out ("LIFO") method. The
remaining costs of work-in-process and finished goods inventories are valued
using the specific identification cost method.
<TABLE>
<CAPTION>
June 30, December 31,
Inventories consisted of the following: 1998 1997
- ------------------------------------- --------- ----------
<S> <C> <C>
Raw materials $ 10,330 $ 18,621
Work-in-process 124,343 107,572
Finished goods 23,947 40,270
-------- --------
Total inventories at current cost 158,620 166,463
Less allowance to reduce current cost
values to LIFO basis (5,848) (15,348)
-------- --------
Total inventories $152,772 $151,115
======== ========
</TABLE>
NOTE 3 UNUSUAL ITEM
In January 1997, the Company reached a settlement with a third-party vendor
concerning a commercial dispute relating to the quality of certain material
purchased by the Company. As a result of this settlement, the Company received a
$5.9 million cash payment.
7
<PAGE> 8
NOTE 4 EARNINGS PER SHARE
The second quarter 1998 and 1997 basic earnings per share were calculated using
38,763,000 and 38,670,000 weighted average shares, respectively. Due to the net
loss for each quarter, there were no reconciling dilutive securities, as the
890,000 and 935,000 outstanding options to purchase common stock as of June 30,
1998 and 1997, respectively, would have been antidilutive had they been
exercised. These options, with exercise prices ranging from $12.00 to $16.94 per
share, expire during the years 2003 through 2006.
For the six months ended June 30, 1998 and 1997 basic earnings per share were
calculated using 38,763,000 and 38,670,000 weighted average shares,
respectively. Due to the net loss there were no reconciling dilutive securities
in 1998. For the 1997 period, there were 1,668 dilutive common stock options and
38,671,668 shares were used to calculate diluted earnings per share.
NOTE 5 NEW ACCOUNTING PRONOUNCEMENT
In the first quarter of 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income," ("SFAS No.
130"), which establishes standards for the reporting and display of
comprehensive income in financial statements. Comprehensive income is defined as
the change in equity during a period from transactions and other events and
circumstances from nonowner sources. SFAS No. 130 had no impact on the Company's
financial statements, as no items of other comprehensive income were recorded in
the accompanying interim financial statements.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Following is management's discussion and analysis of financial condition which
provides information with respect to the results of operations of the Company
for the three- and six-month periods ended June 30, 1998 and 1997, respectively.
This discussion should be read in connection with the information in the
unaudited Condensed Consolidated Financial Statements and the notes pertaining
thereto.
RESULTS OF OPERATIONS
Net sales decreased 20.9% to $127.6 million in the second quarter of 1998 from
$161.3 million in the second quarter of 1997. Net sales in the first six months
of 1998 decreased 19.3% to $263.5 million compared with $326.4 in the 1997
period. The reduction in net sales for both periods was due to a significant
decrease in selling prices and to a lesser extent a decrease in shipments. The
domestic stainless steel market continued to experience severe downward pricing
pressure on commodity grade stainless steel. The Company's average stainless
steel selling price was 15.3% or $288 per ton lower in the second quarter of
1998 versus the second quarter of 1997. Average selling prices for the first
half of 1998 decreased 12.3% from the first half of 1997. On August 7, 1998, the
Company announced a price increase of approximately 5% on certain stainless
steel hot rolled and cold rolled sheet, strip, and coiled plate products. The
price increase is effective with shipments on or after October 4, 1998.
Shipments for the second quarter of 1998 were 80,279 tons, down from 85,938 tons
shipped in the second quarter of 1997. Shipments for the first six months of
1998 were 164,493 tons, down from the 178,699 tons shipped in the first half of
1997. Both decreases were due to lower shipments of semi-finished products.
Excluding Direct Roll Anneal and Pickle ("DRAP") Line commissioning costs, cost
of products sold decreased from $1,676 per ton in the second quarter of last
year to $1,553 per ton in the second quarter of 1998, and from $1,627 per ton
from the first half of 1997, to $1,561 per ton for the first half of 1998,
primarily due to lower raw material costs. DRAP Line commissioning costs in the
second quarter of 1998 were $3.8 million or $47 per ton versus $6.9 million or
$80 per ton in the second quarter of 1997. For the first six months of 1998,
DRAP Line commissioning costs were $9.7 million or $59 per ton versus $8.3
million or $46 per ton as compared to the same period a year ago.
Depreciation and amortization expenses for the second quarter of 1998 increased
$2.5 million from the second quarter of 1997 and $5.3 million for the first half
of 1998 as compared to the same year ago period. This increase was primarily a
result of depreciation expense on the DRAP Line, which was placed into service
in the fourth quarter of 1997.
9
<PAGE> 10
Included in operating income in the first quarter of 1997 is a pretax gain of
$5.9 million. In January 1997, the Company reached a settlement with an
unrelated, third party vendor concerning a commercial dispute relating to the
quality of certain material purchased by the Company.
Interest expense increased $3.2 million in the second quarter of 1998 compared
to the second quarter of 1997 and $6.6 million in the first half of 1998 versus
the first half of 1997. The increases were due to interest no longer being
capitalized on the DRAP Line project and an increase in outstanding debt. The
capitalized interest amount for the second quarter and the first six months of
1997 was $2.4 million and $4.8 million, respectively.
The Company's reported income tax benefits in both 1998 and 1997 were limited by
the amortization of the purchase accounting adjustment, primarily goodwill, not
being deductible for income tax purposes. The income tax expense for the six
month period ended June 30, 1997 resulted in an effective tax rate higher than
statutory income tax rates due to the goodwill amortization and other purchase
accounting adjustments, which are not deductible for income tax purposes.
Due to the items described above, the net loss for the second quarter of 1998
was $13.9 million or $.36 per share, compared with net loss of $3.4 million or
$.09 per share for the second quarter of 1997. The after tax effect of the
one-time gain included in the first quarter of 1997 was $.09 per share. For the
first six months of 1998, the net loss was $28.3 million, or $.73 per share,
compared with net income of $1.7 million, or $.04 per share, in the same 1997
period. The startup costs of the DRAP Line reduced 1998 second quarter earnings
by $.06 per share as compared to a $.11 per share reduction in the second
quarter of 1997. During the first six months of 1998, DRAP Line startup costs
reduced earnings by $.16 per share as compared to a reduction of $.13 per share
for the same period in 1997.
LIQUIDITY AND CAPITAL RESOURCES
Net borrowings of $34.0 million were used to meet operating activity
requirements of $24.9 million, capital expenditures of $1.8 million, and a
dividend payments of $7.7 million. The Company's debt-to-total capitalization
ratio at June 30, 1998 was 47.7%, up from 42.2% at December 31, 1997.
Working capital increased $25.9 million from the prior year end to $93.5 million
as of June 30, 1998. The increase in working capital was primarily due to an
increase in the income tax receivable and lower accounts payable.
The Company declared a quarterly cash dividend of $.025 per share on May 29,
1998. This dividend was paid on July 22, 1998 to shareholders of record as of
the close of business on July 8, 1998.
10
<PAGE> 11
Currently, the Company's revolving credit agreement and term loan agreement
contain certain financial covenants that the Company is required to meet,
including a minimum adjusted consolidated tangible net worth covenant and a
consolidated leverage ratio covenant. These agreements provide for a put option
at the discretion of any of the banks if the Company's consolidated tangible net
worth, as defined therein, is less than $100 million at the end of any fiscal
quarter in 1998 or if its consolidated leverage ratio is less than .55. As of
June 30, 1998, the Company's consolidated tangible net worth, as defined in
these agreements, was $110.6 million and its consolidated leverage ratio was
.48. The Company has been considering actions necessary to avoid a violation of
these covenants. Based on these considerations, the Company believes that it
will be able to satisfy planned capital expenditures and other cash requirements
for the foreseeable future and avoid a violation of the financial covenants
contained in its loan agreements.
OTHER MATTERS
J&L has joined with other producers of stainless steel and several steel
industry labor unions in filing an antidumping duty petition and a parallel
countervailing duty petition with the U.S. Department of Commerce and the U.S.
International Trade Commission (ITC). These actions charge certain named
countries with dumping coiled sheet, strip and plate in the United States or
being unfairly aided by foreign government subsidies.
In mid-May, the ITC unanimously found preliminary likelihood of injury of the
domestic industry in the stainless steel plate in coil form case and this case
continues to the Department of Commerce. The ITC has not yet reached a decision
in the stainless steel sheet and strip case.
The Company utilizes software and related technologies throughout its business
that will be affected by the date change in the year 2000. The Company is
modifying its mainframe computer systems and anticipates all mainframe and
intermediary system modifications will be completed by the end of 1998. Total
costs for such modifications are expected not to exceed $3 million and are being
expensed as incurred. The Company is reviewing its computer controlled
manufacturing equipment for year 2000 issues. Based upon an inventory of
potentially affected equipment and initial modification efforts, the overall
cost for any necessary modifications to this equipment is not expected to be
material. It is anticipated that any necessary modifications will be
substantially completed by the end of 1998. Also, the Company is communicating
with companies with which it has important commercial relationships to minimize
the risks associated with year 2000 compliance.
11
<PAGE> 12
In the second quarter of 1998, the Financial Accounting Standards Board (the
"Board") issued Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities," ("SFAS No. 133"). This new
statement establishes standards for the accounting and reporting of financial
instruments based on the Board's conclusion that the fair values of financial
assets and liabilities provide more relevant and understandable information than
cost based measures. It requires that an entity recognizes all derivatives as
either assets or liabilities in the statement of financial position and measures
those instruments at fair value. SFAS No. 133 becomes effective January 1, 2000.
The impact that SFAS No. 133 will have on the Company's financial statements has
not been determined at this time; however, given the Company's limited use of
derivative financial instruments the impact of adoption is not expected to be
significant.
Note: This report contains forward-looking statements. Use of the words
"outlook," "anticipates," "believes," "estimate," "expect" and similar
statements represent the Company's current judgment on what the future holds.
While the Company believes the forward-looking statements to be reasonable, a
number of important factors could cause actual results to differ materially from
those projected. Notably, the new DRAP Line utilizes novel technology which
could result in unforeseen startup expense or delays. Furthermore, in the event
the Company's financial results do not improve or there are substantial adverse
changes in financial markets, the Company can not be certain that cash flow from
operating activities and amounts available from financial sources will satisfy
its future cash requirements, or that it will be able to avoid a violation of
the financial covenants contained in its loan agreements. Also, the year 2000
issue could involve unexpected issues and require additional costs.
12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's 1998 annual meeting of shareholders was held on May 29, 1998. The
five nominees for terms expiring in 2001 named in the proxy statement for the
meeting were elected as Directors of the Company. The number of votes for each
nominee was:
Votes For Votes Withheld
--------- --------------
William S. Dietrich, II 37,129,151 137,669
Jean Didier Dujardin 37,129,120 137,700
Claude F. Kronk 37,120,365 146,455
Michel Le Page 37,129,045 137,775
Gerard Martel 35,569,465 1,697,355
In addition to the above directors elected at the meeting, Guy R. Dolle, Gerard
Picard, Francis Mer, Eugene A. Salvadore, Pierre F. de Ravel d'Esclapon, Robert
Hudry, Michel J. Longchampt, and John J. Sheehan, are continuing as directors of
the Company.
The shareholders also voted on and approved the ratification of the appointment
of Arthur Andersen LLP as independent public accountants of the Company for
fiscal year 1998. The number of votes cast for approval was 37,234,712, against
was 16,907 and the number abstaining was 15,201.
There were no broker non-votes in connection with any of the matters voted on at
the meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27.1 Financial Data Schedule
(b) REPORTS ON FORM 8-K
Registrant filed the following reports on Form 8-K relating to
Item 5 thereof: JUNE 17, 1998- On June 10, 1998, the Company
filed Antidumping Duty and Countervailing Duty Petitions with the
International Trade Commission of the U.S. Department of Commerce
and the U.S. International Trade Commission regarding stainless
sheet and strip in coils, requesting that countervailing duties
be imposed on Italy and South Korea and that anti-dumping duties
be imposed on Germany, Italy, Japan, Mexico, South Korea, Taiwan
and the United Kingdom.
13
<PAGE> 14
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.
J&L SPECIALTY STEEL, INC.
(Registrant)
August 14, 1998 /s/ KIRK F. VINCENT
--------------------
Kirk F. Vincent
Executive Vice President, Finance and
Administration and Chief Financial Officer
(Principal financial officer and
duly authorized signatory)
14
<PAGE> 15
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
27.1 Financial Data Schedule
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30, 1998 (UNAUDITED) AND THE
CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30,
1998 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 807
<SECURITIES> 0
<RECEIVABLES> 50,863
<ALLOWANCES> 3,876
<INVENTORY> 152,772
<CURRENT-ASSETS> 239,889
<PP&E> 444,895
<DEPRECIATION> 119,113
<TOTAL-ASSETS> 784,337
<CURRENT-LIABILITIES> 146,397
<BONDS> 252,141
0
0
<COMMON> 388
<OTHER-SE> 306,551
<TOTAL-LIABILITY-AND-EQUITY> 784,337
<SALES> 263,455
<TOTAL-REVENUES> 263,455
<CGS> 266,473
<TOTAL-COSTS> 266,473
<OTHER-EXPENSES> 17,389
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,580
<INCOME-PRETAX> (41,576)
<INCOME-TAX> (13,277)
<INCOME-CONTINUING> (28,299)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (28,299)
<EPS-PRIMARY> (.73)<F1>
<EPS-DILUTED> (.73)<F1>
<FN>
<F1>The EPS information has been prepared in accordance with SFAS No. 128, and
therefore basic and diluted EPS have been entered in place of primary and
diluted, respectively.
</FN>
</TABLE>
