<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
---------
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
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 1-5483
WHITEHALL CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
DELAWARE 41-0838460
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2659 NOVA DRIVE, DALLAS, TEXAS
Mailing Address: P.O. Box 29709, Dallas, Texas 75229
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 972-247-8747
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 outstanding of each of the issuer's classes of common stock,
as of September 30, 1996
Common Stock, $0.10 par value: 2,747,800
---------
<PAGE> 2
INDEX
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 1996
WHITEHALL CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
September 30, 1996 and December 31, 1995 . . . . . . . . . . 1
Condensed Consolidated Statements of Operations
Three and nine months ended September 30, 1996 and 1995 . . . 2
Consolidated Statements of Cash Flows
Nine months ended September 30, 1996 and 1995 . . . . . . . . 3
Notes to Condensed Consolidated Financial Statements
September 30, 1996 . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Management`s Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . 9
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1996 1995
- ------ ------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,609,000 $ 7,382,000
Accounts receivable, net 17,005,000 17,397,000
Inventories:
Finished products 2,270,000 2,849,000
Products in process 1,294,000 75,000
Materials and supplies 6,834,000 4,213,000
------------ ------------
10,398,000 7,137,000
Prepaid expenses and other 881,000 726,000
------------ ------------
TOTAL CURRENT ASSETS 29,893,000 32,642,000
PROPERTY, PLANT AND EQUIPMENT 27,972,000 25,181,000
Less allowances for depreciation and amortization (19,070,000) (18,312,000)
------------ ------------
8,902,000 6,869,000
NOTES RECEIVABLE 2,000,000 2,000,000
INVESTMENTS 661,000 (329,000)
------------ ------------
TOTAL ASSETS $ 41,456,000 $ 41,182,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 6,998,000 $ 9,104,000
Accrued environmental costs 533,000 625,000
Federal income tax liability 0 1,186,000
------------ ------------
TOTAL CURRENT LIABILITIES 7,531,000 10,915,000
NON-CURRENT LIABILITIES 114,000 168,000
SHAREHOLDERS' EQUITY
Common stock, $.10 par value:
Authorized shares - 5,000,000
Issued shares (1996 - 3,828,456; 1995 - 3,798,956) 382,000 380,000
Additional paid-in capital 1,691,000 1,360,000
Retained earnings 47,883,000 44,504,000
------------ ------------
49,956,000 46,244,000
Less treasury shares at cost
(1996 and 1995 - 1,080,656) (16,145,000) (16,145,000)
------------ ------------
33,811,000 30,099,000
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 41,456,000 $ 41,182,000
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
<TABLE>
<CAPTION>
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales
Products $ 763,000 $ 2,699,000 $ 4,250,000 $ 10,890,000
Services 15,555,000 10,006,000 52,476,000 30,118,000
------------ ------------ ------------ ------------
16,318,000 12,705,000 56,726,000 41,008,000
Cost of Sales
Products 828,000 1,811,000 3,485,000 8,350,000
Services 13,293,000 8,969,000 45,073,000 26,774,000
------------ ------------ ------------ ------------
14,121,000 10,780,000 48,558,000 35,124,000
------------ ------------ ------------ ------------
GROSS PROFIT 2,197,000 1,925,000 8,168,000 5,884,000
Operating expenses:
Selling, general and administrative 1,206,000 1,053,000 4,283,000 3,712,000
------------ ------------ ------------ ------------
Total operating expenses 1,206,000 1,053,000 4,283,000 3,712,000
INCOME FROM OPERATIONS 991,000 872,000 3,885,000 2,172,000
Other income, net 807,000 213,000 1,234,000 549,000
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 1,798,000 1,085,000 5,119,000 2,721,000
Income tax (611,000) (249,000) (1,740,000) (642,000)
------------ ------------ ------------ ------------
NET INCOME $ 1,187,000 $ 836,000 $ 3,379,000 $ 2,079,000
============ ============ ============ ============
NET INCOME PER SHARE $ 0.42 $ 0.29 $ 1.19 $ 0.74
============ ============ ============ ============
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
WHITEHALL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
<TABLE>
<CAPTION>
For the
Nine Months Ended
September 30,
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,379,000 $ 2,079,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 758,000 800,000
Gain on sale of fixed assets 0 (290,000)
Accounts receivable, net 392,000 (6,973,000)
Inventories (3,261,000) (1,373,000)
Prepaid expenses and other (155,000) 118,000
Accounts payable and accrued liabilities (3,292,000) 5,252,000
Accrued environmental costs (92,000) 158,000
Non-current liabilities (54,000) 185,000
----------- -----------
Total adjustments (5,704,000) (2,123,000)
----------- -----------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (2,325,000) (44,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,791,000) (1,417,000)
Notes receivable 0 693,000
Investments (990,000) (49,000)
Proceeds from sale of fixed assets 0 375,000
----------- -----------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (3,781,000) (398,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock from exercise of stock options 333,000 129,000
----------- -----------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 333,000 129,000
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5,773,000) (313,000)
----------- -----------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $ 7,382,000 $ 9,456,000
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,609,000 $ 9,143,000
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
SEPTEMBER 30, 1996
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. Certain reclassifications have been made to
1995 amounts to conform with the 1996 presentation. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three and nine month periods ending September 30, 1996, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1996. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995.
NOTE B - NOTES RECEIVABLE
During 1994, the Company obtained 40% ownership of a joint venture
involved in the development of aircraft-related technology and advanced the
venture $2 million. The Company obtained a promissory note for the advance.
The principal balance of the promissory note accrues interest at a maximum rate
of 5%, and the principal balance together with accrued interest are due January
5, 1999. The note is secured by certain assets of the joint venture. During
1995 the Company advanced the joint venture an additional $1,020,000. This
amount is included in accounts receivable.
NOTE C - COMMITMENTS AND CONTINGENCIES
On May 10, 1991, an action was filed in the District Court of Dallas
County, Texas, by Lee D. Webster, former Chairman, Chief Executive Officer and
President of Whitehall, against the Company, each of its directors (other than
Mr. Webster) and Cambridge Capital Fund, L.P., alleging, among other things,
that ( i ) the defendants' actions, both individually and in concert,
constituted willful interference with Mr. Webster's employment relationship
with the Company and were the direct cause of Mr. Webster's termination as its
President and Chairman of the Board, and (ii) the defendants' actions forced
Mr. Webster into retirement without providing Mr. Webster with retirement
benefits which Mr. Webster was purportedly promised. On August 17, 1994, the
defendants were granted a partial summary judgment. On October 24, 1994, Mr.
Webster filed a third amended petition and alleged the following causes of
action: tortious interference with contractual relations against Cambridge
Capital Fund, L.P., and directors George F. Baker and John J. McAtee;
intentional infliction of emotional distress; and breach of oral contracts.
The third amended petition sought compensatory and punitive damages in excess
of $35 million. On January 12, 1995, the Court entered an abatement on one of
the breach of oral contract claims against the Company and entered a summary
judgment in the defendants' favor on all remaining claims alleged by Mr.
Webster. On February 26, 1996, the Court granted a summary judgment in favor
of the defendants on Mr. Webster's remaining claim and entered a take nothing
final judgment which dismissed all of Mr. Webster's claims with prejudice to
refiling. On March 26, 1996, Mr. Webster appealed the final judgment to the
Dallas Court of Appeals. Management intends to vigorously defend the appeal.
4
<PAGE> 7
NOTE C - COMMITMENTS AND CONTINGENCIES - (CONTINUED)
Aero is taking remedial action pursuant to Environmental Protection
Agency ("EPA") regulations at the Lake City, Florida facility. The Company
does not anticipate any material direct effects upon the earnings and
competitive position of the Company from compliance with present Federal, State
and local provisions which have been enacted or adopted regulating the
discharge of materials into the environment, or otherwise relating to the
protection of the environment. The Company does expect, however, that
compliance with such regulations will require, from time to time, both
increased operating costs and capital expenditures which may be substantial.
As of September 30, 1996 and December 31, 1995, the Company had reserved
approximately $533,000 and $625,000 respectively for anticipated environmental
remediation costs at the Aero facility. The decrease in accrued environmental
remediation costs was due to expenditures. Other remaining costs to be
incurred will include testing and monitoring to be performed over a 20 to 30
year period. Actual costs to be incurred in future periods may vary from the
estimate, given the inherent uncertainties in evaluating environmental
exposures. These uncertainties include the extent of required remediation
based on testing and evaluation not yet completed and the varying costs and
effectiveness of remediation methods.
The Company is also involved in certain legal proceedings in the
normal course of its business.
After consultation with counsel, management is of the opinion that the
outcome of the above-mentioned proceedings will not have a material effect on
the financial position or results of operations of the Company.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OPERATING RESULTS
Whitehall Corporation's consolidated sales for the three months ended
September 30, 1996 were $16,318,000, a 28% increase over the sales reported in
the third quarter of 1995. Compared to the third quarter of 1995, sales for
the third quarter of 1996 increased by 55% in the Aircraft Maintenance segment,
decreased by 97% in the Ocean Systems segment and decreased by 24% in the
Electronics segment. Aircraft Maintenance sales reflect additional commercial
aircraft maintenance work. The decrease in sales in the Ocean Systems segment
is primarily attributable to contract completions and the lack of follow-on
contracts. The decrease in sales in the Electronics segment reflects the
general downturn in the industry.
The Company recorded income from operations of $991,000 in the third
quarter of 1996, an increase of 14% compared to $872,000 in the same period of
1995. The Aircraft Maintenance segment reported operating income of $1,565,000
for the third quarter of 1996 compared to operating income of $748,000 for the
same period of 1995. The improvement in the Aircraft Maintenance segment
resulted primarily from the increase in sales volume. The Ocean Systems
segment recorded an operating loss of $543,000 for the third quarter of 1996
compared to operating income of $281,000 for the same period of 1995. The
Ocean System segment's profitability declined as result of the reduction in
sales. The Electronics segment's operating income totaled $166,000 for the
third quarter of 1996 compared to operating income of $237,000 for the same
period of 1995. Corporate office expense totaled $197,000 for the third
quarter of 1996 compared to $394,000 for the same period of 1995.
Other income totaled $807,000 in the third quarter of 1996 compared to
$213,000 in the same period of 1995. Other income for the third quarter of
1996 consisted primarily of joint venture income. Other income for the same
period of 1995 consisted primarily of interest earned on invested cash offset
by other expenses.
The Company's consolidated sales for the nine months ended September
30, 1996 totaled $56,726,000, a 38% increase over sales in the same period of
1995. Compared to the same period of 1995, sales for the nine month period of
1996 increased by 74% in the Aircraft Maintenance segment, decreased by 77% in
the Ocean Systems segment and decreased by 11% in the Electronics segment.
Aircraft Maintenance sales reflect additional commercial aircraft maintenance
work. The decrease in sales in the Ocean Systems segment is primarily
attributable to contract completions and the lack of follow-on contracts.
Electronics segment sales reflects the general downturn in the industry.
The Company recorded income from operations of $3,885,000 for the nine
months of 1996 compared to income from operations of $2,172,000 in the same
period of 1995. The Aircraft Maintenance segment reported income from
operations of $5,570,000 for the nine month period 1996 compared to income from
operations of $2,317,000 in the same period of 1995. The improvement in the
Aircraft Maintenance segment resulted primarily from the increase in sales
volume. The Ocean Systems segment reported a loss from operations of $789,000
for the nine month period of 1996 compared to income from operations of
$864,000 for the same period of 1995. The deterioration in the Ocean Systems
profitability is primarily attributable to the decline in sales. The
Electronics segment's income from operations totaled $503,000 for the nine
month period of 1996 compared to $603,000 for the same period of 1995.
Corporate office expenses totaled $1,399,000 for the nine month period of 1996
compared to $1,612,000 for the same period of 1995.
Other income totaled $1,234,000 for the nine months of 1996 compared
to $549,000 for the same period of 1995. Other income for the nine months of
1996 consisted primarily of joint venture income. Other income for the same
period of 1995 consisted primarily of interest earned from invested cash offset
by other expenses.
6
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
FINANCIAL CONDITION
Cash and cash equivalents decreased during the nine month period
ending September 30, 1996 by $5,773,000, primarily as a result of the cash used
by operations, capital expenditures and an increase in investments.
During the nine month period of 1996, cash used in operations totaled
$2,325,000, compared to cash used in operations of $44,000 in the same period
of 1995. The cash used in operations was a result of the increase in inventory
and a decrease in accounts payable and accrued liabilities. Inventories
increased by $3,261,000 and accounts payable and accrued liabilities decreased
by $3,406,000 during the nine month period of 1996. The Company's capital
expenditures totaled $2,791,000 during the nine months of 1996 compared to
$1,417,000 during the same period of 1995. The 1995 capital expenditures were
offset by collections of $693,000 on notes receivable and $375,000 of proceeds
from the sale of fixed assets.
The Company believes its cash balances and line of credit facility are
sufficient to meet its short and long-term capital requirements.
During the nine month period of 1996 the Company did not acquire any
additional shares of its common stock. At September 30, 1996 there were
approximately 121,100 additional shares available for repurchase under the
Company's current repurchase authorization. The Company may continue to
acquire stock as market conditions warrant.
7
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information contained in Item 3 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1995, is incorporated herein by
reference.
On May 10, 1991, an action was filed in the District Court of Dallas
County, Texas, by Lee D. Webster, former Chairman, Chief Executive Officer and
President of Whitehall, against the Company, each of its directors (other than
Mr. Webster) and Cambridge Capital Fund, L.P., alleging, among other things,
that ( i ) the defendants' actions, both individually and in concert,
constituted willful interference with Mr. Webster's employment relationship
with the Company and were the direct cause of Mr. Webster's termination as its
President and Chairman of the Board, and (ii) the defendants' actions forced
Mr. Webster into retirement without providing Mr. Webster with retirement
benefits which Mr. Webster was purportedly promised. On August 17, 1994, the
defendants were granted a partial summary judgment. On October 24, 1994, Mr.
Webster filed a third amended petition and alleged the following causes of
action: tortious interference with contractual relations against Cambridge
Capital Fund, L.P., and directors George F. Baker and John J. McAtee;
intentional infliction of emotional distress; and breach of oral contracts.
The third amended petition sought compensatory and punitive damages in excess
of $35 million. On January 12, 1995, the Court entered an abatement on one of
the breach of oral contract claims against the Company and entered a summary
judgment in the defendants' favor on all remaining claims alleged by Mr.
Webster. On February 26, 1996, the Court granted a summary judgment in favor
of the defendants on Mr. Webster's remaining claim and entered a take nothing
final judgment which dismissed all of Mr. Webster's claims with prejudice to
refiling. On March 26, 1996, Mr. Webster appealed the final judgment to the
Dallas Court of Appeals. Management intends to vigorously defend the appeal.
8
<PAGE> 11
ITEM 5. OTHER INFORMATION
On November 7, 1996, a subsidiary of the Company, Hydroscience, Inc.
("Hydroscience"), transferred all of its assets (other than accounts
receivable) to Hydroscience Technologies, Inc. ("HTI"), as a contribution to
the capital of HTI, in exchange for 818,182 shares of Preferred Stock of HTI
and limited assumption by HTI of potential product warranty liabilities of
Hydroscience. Prior to closing, the Company transferred all patents relating
to Hydroscience and Ocean Systems segment products to Hydroscience, and these
patent rights were transferred by Hydroscience to HTI.
The aggregate amount of HTI Preferred Stock received by Hydroscience
was equal to the book value of the assets transferred by it to HTI. The HTI
Preferred Stock carries a liquidation preference of $5.50 per share. At
Hydroscience's election, the HTI Preferred Stock is convertible after 1997 into
45% of the Common Stock of HTI.
HTI is a new corporation not previously affiliated with the Company or
with Hydroscience, though a former senior management employee and officer of
Hydroscience is a shareholder of HTI. Such individual was not an officer or
director of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following Exhibits are included herein:
(11) Statement re: computation of earnings per share
(27) Financial Data Schedule
The Registrant did not file any reports on Form 8-K during the three
months ended September 30, 1996.
9
<PAGE> 12
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.
WHITEHALL CORPORATION
Date November 14 , 1996 By /s/ John H. Wilson
-------------------- -------------------------------------
John H. Wilson, President
Date November 14 , 1996 By /s/ E. F. Campbell, III
-------------------- ------------------------------------
E. Forrest Campbell, III, Treasurer
10
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(11) Statement re: computation of earnings per share
(27) Financial Data Schedule
</TABLE>
<PAGE> 1
(11)--STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
For the For the
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Average shares outstanding 2,848,087 2,835,350 2,843,997 2,814,626
========== ========== ========== ==========
Net Income $1,187,000 $ 836,000 $3,379,000 $2,079,000
========== ========== ========== ==========
Net Income per share $ 0.42 $ 0.29 $ 1.19 $ 0.74
========== ========== ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,609,000
<SECURITIES> 0
<RECEIVABLES> 17,005,000
<ALLOWANCES> 0
<INVENTORY> 10,398,000
<CURRENT-ASSETS> 29,893,000
<PP&E> 27,972,000
<DEPRECIATION> 19,070,000
<TOTAL-ASSETS> 41,456,000
<CURRENT-LIABILITIES> 7,531,000
<BONDS> 0
0
0
<COMMON> 382,000
<OTHER-SE> 49,574,000
<TOTAL-LIABILITY-AND-EQUITY> 41,456,000
<SALES> 16,318,000
<TOTAL-REVENUES> 16,318,000
<CGS> 14,121,000
<TOTAL-COSTS> 15,327,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,798,000
<INCOME-TAX> (611,000)
<INCOME-CONTINUING> 1,187,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,187,000
<EPS-PRIMARY> .42
<EPS-DILUTED> .42
</TABLE>
