===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
<TABLE>
<CAPTION>
<S> <C>
(Mark One)
[|X|] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the quarterly period ended March 31, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the transition period from______ to _______
</TABLE>
Commission file number: 333-17305
International Knife & Saw, Inc.
(Exact name of registrant as specified in its charter)
Delaware 57-0697252
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1299 Cox Avenue
Erlanger, Kentucky 41018
(Address of principal executive offices)
(606) 371-0333
(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 Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes |X| No __
As of April 30, 1999 there were 481,971 shares of the registrant's common stock,
no par value, outstanding, all of which were owned by an affiliate of the
registrant.
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1
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Index
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
Part II. Other Information
Item 1. Legal Proceedings 14
Item 2. Change in Securities 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
(a) Exhibits 14
(b) Reports on Form 8-K 14
Signatures 15
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
International Knife & Saw, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
Mar. 31, Dec. 31,
1999 1998
------------------------------
(in thousands)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 3,805 $ 2,032
Accounts receivable, trade, less allowances for
doubtful accounts of $1,653 and $1,780 26,798 25,595
Inventories 29,005 30,981
Due from parent 590 249
Other current assets 2,569 2,964
----------------------------
Total current assets 62,767 61,821
Other assets:
Goodwill 17,413 18,284
Debt issuance costs 3,087 3,203
Other noncurrent assets 2,214 2,307
-----------------------------
22,714 23,794
Property, plant and equipment-net 47,912 49,360
-----------------------------
Total assets $ 133,393 $ 134,975
=============================
See accompanying notes.
</TABLE>
3
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
Mar. 31, Dec. 31,
1999 1998
------------------------------
(in thousands)
<S> <C> <C>
Liabilities and shareholder's deficit
Current liabilities:
Notes payable $ 4,325 $ 12,667
Current portion of long-term debt 2,198 2,555
Accounts payable 11,345 9,546
Accrued liabilities 14,019 10,958
---------------------------
Total current liabilities 31,887 35,726
Long-term debt, less current portion 112,027 107,954
Other liabilities 6,425 7,004
---------------------------
Total liabilities 150,339 150,684
Minority interest 2,409 2,384
Shareholder's deficit:
Common stock, no par value - authorized - 580,000 shares;
issued - 526,904 shares; outstanding - 481,971 shares 5 5
Additional paid-in capital 10,153 10,153
Retained deficit (22,392) (22,508)
Accumulated other comprehensive loss (3,689) (2,311)
Treasury stock, at cost (3,432) (3,432)
----------------------------
Total shareholder's deficit (19,355) (18,093)
----------------------------
Total liabilities and shareholder's deficit $ 133,393 $ 134,975
============================
See accompanying notes.
</TABLE>
4
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
Three months ended
March 31,
1999 1998
-----------------------------
(in thousands, except per
share amounts)
Net sales $ 39,236 $ 38,703
Cost of sales 27,576 27,105
-----------------------------
Gross Profit 11,660 11,598
Selling, general and administrative
expenses 8,267 7,412
-----------------------------
Operating income 3,393 4,186
Other expenses (income):
Interest income (23) (5)
Interest expense 3,167 2,990
Minority interest 54 23
-----------------------------
3,198 3,008
-----------------------------
Income before income taxes 195 1,178
Provision for income taxes 79 524
-----------------------------
Net income $ 116 $ 654
=============================
Net income per common share $ .24 $ 1.36
See accompanying notes.
5
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
1999 1998
----------------------------
(in thousands)
<S> <C> <C>
Operating activities
Net income $ 116 $ 654
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,729 1,474
Loss (gain) on sale of property, plant and equipment (44) 15
Minority interest in income of subsidiary 54 23
Changes in operating assets and liabilities net of effects
from purchases of operations:
Accounts receivable (1,847) (1,157)
Inventories 1,040 (534)
Accounts payable 1,603 (466)
Accrued liabilities 3,481 4,376
Other 57 595
-----------------------
Net cash provided by operating activities 6,189 4,980
Investing activities
Purchases of operations, net of cash acquired - (410)
Purchases of property, plant and equipment (1,820) (2,244)
Proceeds from sale of property, plant and equipment 90 2
Decrease in notes receivables and other assets 317 74
------------------------
Net cash used in investing activities (1,413) (2,578)
Financing activities
Increase (decrease) in amounts due to parent (341) 34
Increase in notes payable and long-term debt 7,857 1,511
Repayment of notes payable, lease obligations and long-term debt (10,447) (3,307)
------------------------
Net cash used in financing activities (2,931) (1,762)
Effect of exchange rate on cash and cash equivalents (72) (13)
------------------------
Increase in cash and cash equivalents 1,773 627
Cash and cash equivalents at beginning of period 2,032 2,349
-----------------------
Cash and cash equivalents at end of period $ 3,805 $ 2,976
=======================
See accompanying notes.
</TABLE>
6
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
(in thousands)
1. Basis of Presentation
The unaudited interim consolidated financial statements contain all adjustments,
consisting of normal recurring adjustments, which are, in the opinion of the
management of International Knife & Saw, Inc. and its consolidated subsidiaries,
("the Company"), necessary to present fairly the consolidated financial position
and consolidated results of operations and cash flows of the Company. Results of
operations for the periods presented are not necessarily indicative of the
results for the full fiscal year.
These financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto for the year ended December
31, 1998. The consolidated Balance Sheet at December 31, 1998 has been derived
from the audited consolidated financial statements at that date. Certain 1998
amounts have been reclassified to conform to the current year presentation.
2. Comprehensive Income
The Company includes unrealized gains and losses from minimum pension
liablilities and foreign currency translation adjustments in other comprehensive
income. During the first quarters of 1999 and 1998, total comprehensive loss
amounted to $1,262 and $296, respectively, including $1,378 and $950 of other
comprehensive losses related to foreign currency translation adjustments.
3. Notes Payable and Long-Term Debt
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------------------------
<S> <C> <C>
Notes payable:
Notes payable on demand in German Marks to a German
bank, issued under revolving credit agreements, interest
payable quarterly $ 142 $ 7,922
Notes payable on demand in Chinese Yuan Renminbi to
Chinese banks, issued under revolving credit agreements,
interest payable monthly 1,815 1,259
Notes payable on demand in U.S. Dollars to a German
bank, issued under revolving credit agreements, interest
payable quarterly 2,180 3,280
Other 188 206
---------------------------
$ 4,325 $ 12,667
===========================
</TABLE>
7
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(Unaudited)
(in thousands)
3. Notes Payable and Long-Term Debt (Continued)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
-------------------------------
<S> <C> <C>
Notes payable:
Notes payable on demand in German Marks to a German
bank, issued under revolving credit agreements, interest
payable quarterly $ 142 $ 7,922
Notes payable on demand in Chinese Yuan Renminbi to Chinese
banks, issued under revolving credit agreements, interest
payable monthly 1,815 1,259
Notes payable on demand in U.S. Dollars to a German bank,
issued under revolving credit agreements, interest payable
quarterly 2,180 3,280
Other 188 206
----------------------------
$ 4,325 $ 12,667
============================
Long-term debt:
11-3/8% Senior Subordinated Notes due 2006 $ 90,000 $ 90,000
Notes payable in German Marks to a German bank 17,971 12,830
Notes payable in Chinese Yuan Renminbi to Chinese
Banks 2,141 2,989
Capitalized lease obligations in U.S. dollars to a U.S.
Bank 650 721
Promissory note payable in German Marks to a
former shareholder of the Rolf Meyer Company 747 787
Promissory note payable in Dutch Guilders to a
former shareholder of the Diacarb Company 2,486 2,682
Other 230 500
---------------------------
114,225 110,509
Less current portion 2,198 2,555
---------------------------
$ 112,027 $ 107,954
===========================
</TABLE>
At March 31, 1999, the Company had revolving credit facilities of $20,000
($16,912 unused), DM 8,500 (all used), DM 7,500 (all used) and DM 8,500 (all
used). A facility fee of 0.25% per annum is charged on the U.S. dollar facility.
8
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(Unaudited)
(in thousands)
4. Income Taxes
IKS Corporation, of which the Company is a wholly-owned subsidiary, files a
consolidated Federal income tax return which includes the Company. The Company's
provision for income taxes includes U.S. federal, state, and local income taxes
as well as non-U.S. income taxes in certain jurisdictions. The current and
deferred tax expense and benefit for the Company are recorded as if it filed on
a stand-alone basis. All participants in the consolidated income tax return are
separately liable for the full amount of the taxes, including penalties and
interest, if any, which may be assessed against the consolidated group. The
current provision for United States income taxes is recorded to the intercompany
account with IKS Corporation.
5. Inventories
Mar. 31, Dec. 31,
1999 1998
------------------------------------
Finished goods $ 19,729 $ 20,373
Work in process 3,376 4,101
Raw materials and supplies 5,900 6,507
------------------------------
$ 29,005 $ 30,981
==============================
6. Organization
The Company operates in one business segment - industrial knives and saws. The
Company manufactures, markets and services primarily industrial knives and saws
internationally, and its customers include distributors, original equipment
manufacturers and customers purchasing replacement parts and services. The
Company has a leading market share in each of the major sectors it serves: Paper
& Packaging; Wood; Metal; and Plastic/Recycling. The Company's operations are
principally in the United States, Germany and Canada, representing 58%, 23% and
8% of 1999 net sales, respectively. The Company plans to continue its
international growth. As a result of the Company's broad product range and
numerous applications, no customer accounts for more than 3% of net sales. The
Company performs periodic credit evaluations of its customers and generally does
not require collateral.
Sales attributable to German and Canadian operations are based on external sales
generated by subsidiaries located in those countries.
9
<PAGE>
International Knife & Saw, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (continued)
(Unaudited)
(in thousands)
6. Organization (continued)
The following table summarizes the Company's United States, German, Canadian and
other operations.
Three months ended March 31,
1999 1998
- --------------------------------------------------------------------------------
United States Operations:
Net sales - Customers $ 22,639 $ 24,370
Long Lived Assets 22,288 20,106
German Operations:
Net sales - Customers $ 9,049 $ 8,441
Long Lived Assets 13,914 12,266
Canadian Operations:
Net sales - Customers $ 3,045 $ 3,643
Long Lived Assets 1,106 1,297
Other Operations:
Net sales - Customers $ 4,503 $ 2,249
Long Lived Assets 11,067 5,747
Consolidated:
Net sales $ 39,236 $ 38,703
Long Lived Assets 48,375 39,416
10
<PAGE>
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward looking statements. Certain matters discussed in
this filing could be characterized as forward looking statements, such as
statements relating to plans for future expansion, other capital spending,
financing sources and effects of regulation and competition. Such forward
looking statements involve important risks and uncertainties that could cause
actual results to differ materially from those expressed in such forward looking
statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with the
Consolidated Financial Statements and related notes included in the Company's
Form 10-K as of and for each of the three years in the period ended December 31,
1998.
General
The Company is a global leader in the manufacturing, servicing and
marketing of industrial and commercial machine knives and saws. Together with
its predecessor, the Company has been manufacturing knives and saws for nearly
100 years, beginning in Europe and expanding its presence to the United States
in the 1960s. The Company operates on an international basis with facilities in
North America, Europe, Asia and Latin America and products sold in over 75
countries. The Company offers a broad range of products, used for various
applications in numerous markets.
Presence outside the U.S.
The Company's North American operations account for 66% of its net
sales and 61% of its operating income for the first quarter of 1999. Its other
international operations account for the remainder and are located primarily in
Europe, 31% of first quarter sales, and to a lesser extent in Asia.
The Company's operating results are subject to fluctuations in foreign
currency exchange rates as well as the currency translation of its foreign
operations into U.S. dollars. The Company manufactures products in the U.S.,
Germany, Canada and China and exports products to more than 75 countries. The
Company's foreign sales, the majority of which occur in European countries, are
subject to exchange rate volatility. In addition, the Company consolidates
German, Dutch, French, Canadian, Mexican and Asian operations and changes in
exchange rates relative to the U.S. dollar have impacted financial results. As a
result, a decline in the value of the dollar relative to these other currencies
can have a favorable effect on the profitability of the Company and an increase
in the value of the dollar relative to these other currencies can have a
negative effect on the profitability of the Company. Comparing exchange rates
for the first quarter of 1999 to the first quarter of 1998, there was minimal
effect on sales or net income. In addition, in the first quarter of 1999 there
was a decrease in shareholder's equity from December 31, 1998 due to a $1.4
million change in foreign currency translation adjustment. To mitigate the
short-term effect of changes in currency exchange rates on the Company's foreign
currency based purchases and its functional currency based sales, the Company
occasionally hedges its exposure by entering into foreign exchange and U.S.
dollar forward contracts to hedge a portion of its budgeted (future) net foreign
exchange and U.S. dollar transactions over periods ranging from one to six
months.
Results of Operations
As used in the following discussion of the Company's results of
operations, (i) the term "gross profit" means the dollar difference between the
Company's net sales and cost of sales and (ii) the term "gross margin" means the
Company's gross profit divided by its net sales.
11
<PAGE>
First Quarter ended March 31, 1999 Compared to First Quarter ended March 31,
1998
Net Sales: Net sales increased 1.4% to $39.2 million for the first
quarter of 1999 from $38.7 million for the first quarter of 1998, primarily
attributable to the fourth quarter 1998 Diacarb and Buland acquisitions,
significantly offset by softness in the paper, wood and metal industries in the
North American market caused by pricing pressures from Asian, South American,
Russian and domestic competitors. The Company experienced sales reductions in
its North American operations (8.5% to $25.8 million) for the first quarter of
1999 compared to the same period in 1998, primarily attributable to the factors
noted above. The Company experienced sales improvements (27.6% to $13.4 million)
in its other operations for the first quarter of 1999 compared to the same
period in 1998 primarily attributable to the Diacarb and Buland acquisitions.
Gross Profit: Gross profit increased slightly to $11.7 for the first
quarter of 1999 up from $11.6 million for the same period in 1998, primarily
attributable to the Diacarb and Buland acquisitions, significantly offset by the
above mentioned factors. Gross margin decreased to 29.7% for the first quarter
of 1999 compared to 30.0% for the same period in 1998 primarily attributable to
softness in the North American market caused by the factors noted above. The
Company experienced gross profit declines in its North American operations
(14.9% to $7.4 million) for the first quarter of 1999 compared to the same
period in 1998 primarily attributable to the factors noted above. The Company
experienced gross profit improvements (48.3% to $4.3 million) in its other
operations for the first quarter of 1999 compared to the same period in 1998,
primarily attributable to the Diacarb and Buland acquisitions.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses were $8.3 million for the first quarter of 1999 compared
to $7.4 million for the same period in 1998. The increase is primarily
attributable to the Diacarb and Buland acquisitions. Selling, general and
administrative expenses increased to 21.1% from 19.2% of sales for the
respective periods.
Interest Expense, net: Net interest expense increased to $3.1 million
for the first quarter of 1999 from $3.0 million for the same period in 1998 due
to higher average debt outstanding in the first quarter of 1999 compared to the
first quarter of 1998.
Income Taxes: The Company's effective tax rate decreased to 40.5% for
the first quarter of 1999 compared to 44.5% for the same period in 1998,
primarily attributable to lower tax rates in some foreign jurisdictions.
Liquidity and Capital Resources
The Company's principal capital requirements are to fund working
capital needs, to meet required debt and interest payments, and to complete
planned maintenance and expansion expenditures. The Company anticipates that its
operating cash flow, together with available borrowings of $16.9 million under
existing credit facilities, will be sufficient to meet its capital requirements.
As of March 31, 1999, the Company's total debt and shareholder's deficit was
$118.6 million and $19.4 million, respectively.
Net cash flow provided by operations aggregated $6.2 million for the
first quarter of 1999 compared to $5.0 million provided for the same period in
1998. The increase was primarily attributable to a $1.5 million decrease in
working capital needs.
Cash used in investing activities for the first quarter of 1999 was
$1.4 million as compared to $2.6 million for the same period in 1998. The
decreased use of cash is primarily due to a $.5 increase in cash provided from
increased sales of and reduced purchases of property, plant and equipment and
$.4 million in purchases of operations in the first quarter of 1998.
Cash used in financing activities for the first quarter of 1999 was
$2.9 million as compared to $1.8 million used for the same period in 1998. The
increased use of cash in the first quarter of 1999 primarily represents a $.8
million net decrease in debt borrowings.
12
<PAGE>
Year 2000
The Year 2000 problem exists because many computer systems and
applications use two-digit fields to designate a year. As the century date
change occurs, date sensitive systems may recognize the year 2000 as 1900, or
not at all. This inability to recognize or properly treat the year 2000 may
cause systems to process financial and operational information incorrectly.
In 1996, the Company began to develop a plan to upgrade its information
systems to enable it to realize cost savings through centralization of functions
that would result in reductions in working capital items such as inventory and
accounts receivable. This plan also was developed to assess and resolve Year
2000 compliance issues potentially affecting the Company, both with respect to
internal systems and systems on which the Company's major vendors, suppliers,
and distributors are reliant. To date, the Company has completed the assessment
phase of its internal information systems and an implementation plan to resolve
potential problems has been developed. The Company is currently in the process
of converting, modifying, and upgrading its systems and software to Year 2000
compliant systems and software, as necessary. The Company believes that about
75% of its critical systems are Year 2000 compliant, and that the remaining
critical systems will be compliant by July 1999.
The Company has also assessed the embedded systems that operate such
items as manufacturing, phone, security, heating and air conditioning systems.
This assessment was completed on September 30, 1998. Non-compliant embedded
systems will be replaced or modified as necessary by July 1999.
The Company has incurred approximately $3.3 million in costs primarily
to upgrade its systems, and to a lesser extent to address Year 2000 issues. The
Company estimates costs associated with scheduled system upgrades for the
remainder of 1999 will approximate $1.3 million, including minor upgrades to
address Year 2000 compliance issues. The Company anticipates that it will be
able to achieve Year 2000 compliance with respect to internal systems and
software and embedded systems and does not currently anticipate any material
disruption in its business operations to achieve this goal.
The Company has made inquiries and gathered information regarding Year
2000 compliance exposures faced by its principal vendors and suppliers, and its
major dealers and distributors. No major part or critical operation of any
segment of the Company's business is reliant on a single source for raw
materials, supplies, or services, and the Company has multiple distribution
channels for most of its products. Based on our inquiries, the Company believes
that no critical supplier, vendor or distributor will be adversely affected or
experience business interruptions due to Year 2000 issues. However, should this
occur, the Company believes it will be able to find cost-competitive,
alternative sources for raw materials, supplies, and services necessary to
continue production and distribution.
The costs of the project and the completion dates are based on
management's best estimates, which were derived utilizing numerous assumptions
of future events including the availability of certain resources, third party
Year 2000 compliance modification plans, and other factors. There can be no
guarantee that the Company will be completely successful in its efforts to
address Year 2000 issues, or that these estimates will be achieved and actual
results could differ materially from these estimates. The Company has no
contingency plans in place in the event it does not complete all phases of the
Year 2000 program. The Company plans to evaluate the status of completion in
June, 1999 to determine whether such contingency plans are necessary, although
at this time the Company knows of no reason its Year 2000 program will not be
completed in a timely manner.
13
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is from time to time involved in legal proceedings arising
in the normal course of business. The Company believes there is no outstanding
litigation which could have a material impact on its financial position or
results of operations.
Item 2. Change in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit
No. Description
------- -----------------------
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
14
<PAGE>
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.
INTERNATIONAL KNIFE & SAW, INC.
By: /s/ John E. Halloran
-----------------------------------------------------
John E. Halloran
President and Chief Executive Officer
By: /s/ William M. Schult
-----------------------------------------------------
William M. Schult
Vice President-Finance, Chief Financial
Officer, Treasurer and Secretary (Principal Financial
and Accounting Officer)
May 12, 1999
15
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
------- -----------------------
27 Financial Data Schedule
16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 3,805,000
<SECURITIES> 0
<RECEIVABLES> 28,451,000
<ALLOWANCES> 1,653,000
<INVENTORY> 29,005,000
<CURRENT-ASSETS> 62,344,000
<PP&E> 78,217,000
<DEPRECIATION> (30,305,000)
<TOTAL-ASSETS> 133,393,000
<CURRENT-LIABILITIES> 32,299,000
<BONDS> 0
0
0
<COMMON> 5,000
<OTHER-SE> (19,360,000)
<TOTAL-LIABILITY-AND-EQUITY> 133,393,000
<SALES> 39,236,000
<TOTAL-REVENUES> 39,236,000
<CGS> 27,576,000
<TOTAL-COSTS> 27,576,000
<OTHER-EXPENSES> 8,267,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,167,000
<INCOME-PRETAX> 195,000
<INCOME-TAX> 79,000
<INCOME-CONTINUING> 116,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 116,000
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
</TABLE>
