FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 1998
---------------------------------
Commission file number #0-10786
------------------------------------------
Insituform Technologies, Inc.
- ----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3032158
- ----------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
702 Spirit 40 Park Drive, Chesterfield, Missouri 63005
- ----------------------------------------------------------------
(Address of Principal Executive Offices)
(314) 530-8000
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(Registrant's telephone number including area code)
- ----------------------------------------------------------------
(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
--- ---
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding at May 1, 1998
- -------------------------- ---------------------------------
Class A, Common Stock, 26,966,451 Shares
$0.01 par value<PAGE>
<PAGE>
INDEX
-----
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 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 10
Part II Other Information and Signatures:
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
Index to Exhibits 17<PAGE>
<PAGE>
<TABLE>
PART I. - FINANCIAL INFORMATION
-------------------------------
ITEM 1. - FINANCIAL STATEMENTS
-------------------------------
INSITUFORM TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
<CAPTION>
Unaudited
March 31, 1998 December 31, 1997
-------------- -----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
--------------
Cash and cash equivalents $50,281 $45,734
Trade receivables, less allowance
for doubtful accounts of $2,645
and $2,587, respectively 46,834 58,660
Costs and estimated earnings in excess
of billings 19,308 15,551
Retainage under construction contracts 14,247 14,480
Refundable income taxes 1,327 2,517
Inventories 11,635 12,214
Deferred income taxes 5,479 5,439
Prepaid expenses and other 6,087 6,678
-------- --------
TOTAL CURRENT ASSETS 155,198 161,273
-------- --------
PROPERTY AND EQUIPMENT, less accumulated
depreciation 56,942 57,983
-------- --------
OTHER ASSETS
- ------------
Goodwill, less accumulated amortization of
$13,225 and $12,483, respectively 54,757 54,133
Patents and patent applications, less
accumulated amortization of $4,649 and
$4,496, respectively 11,663 11,610
Investments in licensees and affiliated
companies 5,346 5,499
Non-compete agreements, less accumulated
amortization of $4,521 and $4,282,
respectively 1,505 1,744
Other 5,685 5,610
-------- --------
TOTAL OTHER ASSETS 78,956 78,596
-------- --------
TOTAL ASSETS $291,096 $297,852
======== ========
See accompanying summary of accounting policies and notes to consolidated
financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
INSITUFORM TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
<CAPTION>
Unaudited
March 31, 1998 December 31, 1997
-------------- -----------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
-------------------
Notes payable to banks $817 $1,231
Accounts payable 34,276 41,698
Income taxes payable 1,673 3,172
Current maturities of long-term debt 1,383 889
-------- --------
TOTAL CURRENT LIABILITIES 38,149 46,990
LONG-TERM DEBT, less current maturities 111,764 111,440
DEFERRED INCOME TAXES 3,244 3,258
OTHER LIABILITIES 1,026 1,017
-------- --------
TOTAL LIABILITIES 154,183 162,705
-------- --------
MINORITY INTERESTS 2,996 3,645
-------- --------
STOCKHOLDERS' EQUITY
--------------------
Preferred stock, undesignated, $.10 par -
shares authorized 2,000,000; none
outstanding 0 0
Common stock, $.01 par - shares authorized
40,000,000; shares outstanding 27,219,252
and 27,214,718 272 272
Additional paid-in capital 68,152 68,119
Retained earnings 71,514 68,468
-------- --------
139,938 136,859
Treasury stock, 255,801 shares (3,269) (3,269)
Cumulative foreign currency translation
adjustments (2,752) (2,088)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 133,917 131,502
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $291,096 $297,852
======== ========
See accompanying summary of accounting policies and notes to consolidated
financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
INSITUFORM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except share amounts)
<CAPTION>
For the Three Months
Ended March 31,
1998 1997
---- ----
<S> <C> <C>
Rehabilitation revenues $63,760 $77,082
Cost of rehabilitation 41,866 56,061
-------- --------
Gross profit 21,894 21,021
Operating costs and expenses:
- -----------------------------
Selling, administrative and general 13,516 15,010
Strategic marketing and product development 1,361 1,961
-------- --------
Total operating costs and expenses 14,877 16,971
Operating income 7,017 4,050
Other expense:
- --------------
Interest expense (2,313) (1,990)
Other income 541 353
-------- --------
Total other expense (1,772) (1,637)
-------- --------
Income before taxes on income 5,245 2,413
Taxes on income 2,081 990
-------- --------
Income before minority interests and
equity in earnings 3,164 1,423
Minority interests in net income (77) (192)
Equity in earnings of affiliated companies (41) 75
-------- --------
Income before extraordinary item 3,046 1,306
Extraordinary item - loss on early retirement of debt 0 (225)
-------- --------
Net income $3,046 $1,081
======== ========
Basic and diluted earnings per share:
Income before extraordinary item $0.11 $0.05
Extraordinary loss, net of income tax benefits 0 (0.01)
-------- --------
Net income $0.11 $0.04
======== ========
Weighted average common shares 26,959 26,911
======== ========
Weighted average common and equivalent shares 27,016 26,938
======== ========
See accompanying summary of accounting policies and notes to consolidated
financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
INSITUFORM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<CAPTION>
For the Three Months
Ended March 31,
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
- -------------------------------------
Net income $3,046 $1,081
Adjustments to reconcile net income to cash used by
operating activities:
Depreciation and amortization 4,585 4,673
Miscellaneous (452) (549)
Equity in earnings of affiliated companies 41 (75)
Minority interests 77 192
Deferred income taxes (41) 130
Changes in operating assets and liabilities:
Receivables 11,977 748
Costs in excess of billings under construction (3,757) (4,332)
Inventories 586 738
Prepaid expenses and miscellaneous 571 1,300
Miscellaneous other assets (240) (763)
Accounts payable and accruals (8,445) (509)
Income taxes payable (354) (1,275)
------- ------
Net cash provided by operations 7,594 1,359
------- ------
Cash flows from investing activities:
- -------------------------------------
Capital expenditures (3,229) (4,086)
Proceeds on disposal of property and equipment 968 64
Investments in licensees/affiliated companies 0 0
Patents and patent applications (156) (342)
------- ------
Net cash used by investing activities (2,417) (4,364)
------- ------
(continued)
See accompanying summary of accounting policies and notes to consolidated
financial statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
INSITUFORM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<CAPTION>
For the Three Months
Ended March 31,
1998 1997
---- ----
<S> <C> <C>
Cash flows from financing activities:
- -------------------------------------
Proceeds from issuance of common stock 33 141
Increase (decrease) in short-term borrowings (403) 1,199
Proceeds from issuance of long-term debt 0 110,069
Repayments of long-term debt (295) (84,695)
Minority interests 0 (75)
-------- --------
Net cash provided (used) by financing activities (665) 26,639
-------- --------
Effect of exchange rates changes on cash 35 (139)
-------- --------
Net increase in cash and cash equivalents for
the period 4,547 23,495
-------- --------
Cash and cash equivalents, beginning of period 45,734 13,476
-------- --------
Cash and cash equivalents, end of period $50,281 $36,971
======= ========
Supplemental disclosures of cash flows information:
- ---------------------------------------------------
1998 1997
---- ----
Cash paid during three months ended March 31, for:
--------------------------------------------------
Interest $4,469 $1,236
Income taxes $2,268 $2,087
Non-cash investing and financing activities:
--------------------------------------------
Deferred consideration for business acquired
(Note 3) $1,005 $0
See accompanying summary of accounting policies and notes to consolidated
financial statements.
/TABLE
<PAGE>
<PAGE>
INSITUFORM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 1998
1. GENERAL
In the opinion of the Company, the accompanying consolidated
financial statements contain all adjustments (consisting of
only normal recurring adjustments) necessary to present
fairly the financial position as of March 31, 1998
(unaudited) and the unaudited results of operations and cash
flows for the three months ended March 31, 1998 and 1997.
The financial statements have been prepared in accordance
with the requirements of Form 10-Q and consequently do not
include all the disclosures normally made in an Annual
Report on Form 10-K. Accordingly, the consolidated
financial statements included herein should be reviewed in
conjunction with the financial statements and the footnotes
thereto included in the Company's 1997 Annual Report on Form
10-K.
The results of operations for the three months ended March
31, 1998 and 1997 are not necessarily indicative of the
results to be expected for the full year.
2. COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board
issued SFAS No. 130, "Reporting Comprehensive Income" which
establishes for reporting and disclosure of comprehensive
income and its components. Effective January 1, 1998, the
Company adopted SFAS No. 130. For the periods ended March
31, 1998 and 1997, comprehensive income was $2,380 and $551,
respectively. The Company's other comprehensive income
consists solely of cumulative foreign currency translation
adjustments.
3. CURRENT EVENTS
In March 1998, the Company definitively concluded the
acquisition of the entire minority interest in its Chilean
subsidiary for an aggregate purchase price of approximately
$2.1 million, $1.0 million of which was paid in connection
with closing, $0.6 million of which is due at the first
anniversary of closing, and the remainder of which is due on
the second anniversary of closing. The acquisition awaits
customary treasury approval for funds to be transferred.
<PAGE>
<PAGE>
4. LITIGATION
The Company is involved in certain litigation incidental to
the conduct of its business. In the Company's opinion, none
of these proceedings will have a material adverse effect on
the Company's financial position, results of operations and
liquidity. The financial statements include the estimated
amounts of liabilities that are likely to be incurred from
these and various other pending litigation and claims.<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
----------------------------------------------
The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial
condition and results of operations during the periods included
in the accompanying consolidated financial statements.
GENERAL
- -------
The Company's rehabilitation revenues derive primarily from
direct installation and other contracting activities, generated
by the Company's subsidiaries operating in the United States,
Canada, France, the United Kingdom, Chile, Argentina and Mexico,
and include product sales to, and royalties and license fees
paid by, the Company's 35 unaffiliated Insituform licensees and
sub-licensees and its seven unaffiliated NuPipe(R) licensees.
During the three years ended December 31, 1997, 1996 and 1995,
approximately 62.5%, 69.7% and 71.2%, respectively, of the
Company's consolidated revenues related to the Insituform(R)
process.
Fluctuations in the exchange rates between the United States
dollar and the currencies of other countries in which the
Company operates or has licensees may have an impact on the
Company's consolidated results during the relevant reporting
period. The Company intends to manage any such foreign currency
exposure in the context of discrete commercial transactions and,
when appropriate, to offset such exposure in whole or in part by
entering into foreign currency forward contracts, in order to
reduce the impact of such fluctuations on results of operations.
The Company does not anticipate that the circumstances in which
such hedging activity would be appropriate will have a material
effect on the Company's liquidity.
Statements contained in and preceding management's discussion
and analysis include various forward-looking information that is
based on data currently available to management and management's
beliefs and assumptions. When used in this report, the words
"anticipate," "estimate," "believes," "plans," and similar
expressions are intended to identify forward-looking statements,
but are not the exclusive means of identifying such statements.
Such statements are subject to risks and uncertainties, and the
Company's actual results may vary materially from those
anticipated, estimated or projected due to a number of factors,
including, without limitation, the competitive environment for
the Company's products and services, the geographical
distribution and mix of the Company's work, and other factors
set forth in reports and other documents filed by the Company
with the Securities and Exchange Commission from time to time.
<PAGE>
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At March 31, 1998, the Company had $50.3 million in cash, U.S.
Treasury bills, and short-term investments, as compared to $45.7
million at December 31, 1997. Cash and cash equivalents
increased $4.6 million primarily as a result of cash generated
from operations of $7.6 million offset somewhat by capital
expenditures of $3.2 million. The Company's working capital
ratio was 4.1-to-1.0 at March 31, 1998, representing an increase
from 3.4-to-1.0 at December 31, 1997.
Operations provided cash of $7.6 million in 1997, as compared to
$1.4 million in the first quarter of 1997. The principal reason
for the favorable increase was a decrease in trade receivables
of $11.8 million, offset by a decrease in accounts payable and
accruals of $7.4 million. In addition, net income increased
182% to $3.0 million from $1.1 million in the first quarter of
1997.
Trade receivables, together with costs and estimated earnings in
excess of billings and retainage under construction contracts,
decreased 4.8% to $80.4 million from $88.7 million at December
1997. This decrease was primarily attributable to strong
collections, along with a decrease in revenue volume in the
first quarter of 1998. The collection cycle for construction
receivables is generally longer than for the Company's
manufacturing and royalty operations due to provisions for
retainage, often 5% to 15% of the contract amount, as well as
the slow internal review processes often employed by the
construction operation's municipal customers. In the United
States, retainage receivables are generally received within 60
to 90 days after the completion of a contract.
Capital expenditures were $3.2 million in the first quarter of
1998, as compared to $4.1 million in the first quarter of 1997.
Capital expenditures generally reflect replacement equipment
required by the Company's contracting divisions. In addition,
the Company anticipates expenditures of approximately $1.9
million later in 1998 in order to acquire additional tunneling
equipment. In March 1998, the Company completed construction of
its new research and development facility entailing a total cost
of construction of approximately $2.9 million, of which $0.5
million was incurred during the first quarter of 1998.
The Company has several information system improvement
initiatives underway that will require increased expenditures
during the next several years. These initiatives, which began
principally in 1997, include an improved data collection system
from our field contracting units, and continual accounting
system upgrades and modifications. The Company has assessed and
continues to assess the impact of the Year 2000 issues on its
operations. Management believes that all system modifications<PAGE>
<PAGE>
necessary will be completed well before the year 2000, and
spending on modifications will not have a significant impact on
the Company's operations.
Financing activities used $0.7 million in the first quarter of
1998, as compared to cash provided of $26.6 million in cash in
the first quarter of 1997. In February 1997, the Company
completed the sale, in a private transaction, of $110 million
principal amount of its 7.88% Senior Notes Series A, due
February 14, 2007 (the "Senior Notes") approximately $85 million
of which was applied at closing to the refinancing of
outstanding indebtedness of the Company. In 1998, the Company
made principal payments totaling $0.3 million relating to the
Company's existing debt.
The Senior Notes bear interest, payable semi-annually in August
and February of each year, at the rate per annum of 7.88%. Each
year, from February 2001 to February 2006, inclusive, the
Company will be required to make principal payments of $15.7
million, together with an equivalent payment at maturity. The
Senior Notes may be prepaid at the Company's option, in whole or
in part, at any time, together with a make whole premium, and
upon specified change in control events each holder has the
right to require the Company to purchase its Senior Note without
any premium thereon. To the extent not utilized to refinance
indebtedness, proceeds of the sale of the Senior Notes are
available for general corporate purposes, including possible
acquisitions of products, technologies and businesses and
repurchases of Common Stock. The Company has not reached any
determination with respect to any such transaction, and there
can be no assurance that any such transaction will be
undertaken.
In August 1997, the Company entered into a credit agreement (the
"Credit Agreement"), whereby the lender will make available to
the Company, until September 1, 2000 (the "Maturity Date"), a
revolving credit line of up to $20,000,000 aggregate principal
amount for working capital and permitted acquisitions, including
$5,000,000 available for standby and commercial letters of
credit. Interest on outstanding advances accrues, at the
election of the Company, at either the lender's prime rate,
payable monthly, or its LIBOR rate, plus a margin ranging from
.5% to 1.5% depending on the maintenance of certain financial
ratios, payable at the end of selected interest periods (from
one to six months). Outstanding principal is subject to
repayment on the Maturity Date, except that advances for
permitted acquisitions must be repaid within six months after
disbursement.
<PAGE>
<PAGE>
The note purchase agreements pursuant to which the Senior Notes
were acquired, and the Credit Agreement, obligate the Company to
comply with certain financial ratios and restrictive covenants
that, among other things, place limitations on operations and
sales of assets by the Company or its subsidiaries, and limit
the ability of the Company to incur further secured indebtedness
and liens and of subsidiaries to incur indebtedness, and, in the
event of default, limit the ability of the Company to pay cash
dividends or make other distributions to the holders of its
capital stock or to redeem such stock. The Credit Agreement
also obligates certain of the Company's domestic subsidiaries to
guaranty the Company's obligations, as a result of which the
same subsidiaries have also delivered their guaranty with
respect to the Senior Notes.
In March 1998, the Company definitively completed the
acquisition of the entire minority interest (40%) in its Chilean
subsidiary for an aggregate purchase price of approximately $2.1
million, $1.0 million of which was paid in connection with
closing, $0.6 million of which is due at the first anniversary
of closing, and the remainder of which is due on the second
anniversary of closing. The acquisition awaits customary
treasury approval for funds to be transferred.
Management believes its current working capital will be adequate
to meet its requirements for the foreseeable future.
RESULTS OF OPERATIONS
- ---------------------
Three Months Ended March 31, 1998 Compared to Three Months Ended
March 31, 1997
Total rehabilitation revenues decreased 17.2% to $63.8 million
from $77.1 million in 1997. The primary reason for the decrease
was decreased volume from the Company's corrosion and abrasion
operations in the United States and Latin America. This
decrease was coupled with lower volume from the Company's North
American pipeline rehabilitation operations, primarily due to
the elimination of non-core projects, such as cleaning and
inspection. In addition, there was a decrease in volume from
the Company's pipeline rehabilitation operations in the United
Kingdom, as a result of lower workable backlog caused by a shift
in the release of project work into the second quarter. As a
result of the composition of the management committee of
Midsouth Partners, the Company began accounting for its
investment therein on an equity basis beginning in April 1997,
which resulted in revenue of $0.1 million in 1998, compared to
$1.9 million in first quarter 1997 during which Midsouth's
results were consolidated with the Company.
<PAGE>
<PAGE>
The Company's gross profit from rehabilitation increased 4.2% to
$21.9 million from $21.0 million in 1997. The overall gross
profit margin achieved in 1998 was 34.3% compared to 27.2% in
1997. This increase was primarily due to improvements made in
productivity and efficiency in the Company's pipeline
rehabilitation operations. Much of this improvement came as a
result of extensive reorganization during 1997, where management
rationalized field crews and equipment throughout the Company's
operations. In addition, in 1998, projects with more favorable
margins were undertaken, while lower margin non-core projects,
such as cleaning and inspection, were eliminated and pricing on
core pipeline rehabilitation projects improved.
Selling, administrative and general expenses decreased 10.0% to
$13.5 million from $15.0 million in 1997. This decrease was due
to cost savings gained from the reorganization of the Company's
pipeline rehabilitation operations through elimination of
positions, facilities, and realignment of responsibilities,
along with the consolidation of the Company's headquarters in
Chesterfield, Missouri. As a percentage of revenues, selling,
administrative and general expenses increased to 21.1% from
19.5% in 1997. This increase was primarily attributable to
lower revenue volume in 1998.
Strategic marketing and product development costs decreased
30.0% to $1.4 million from $2.0 million in 1997. This decrease
was primarily attributable to controlled spending in marketing
and research projects, along with decreased personnel in
engineering.
Interest expense increased 15.0% to $2.3 million from $2.0
million in 1997, due primarily to the effect of a full quarter
in 1998 of increased borrowings resulting from the senior note
financing completed in February 1997.
Taxes on income increased 110.0% to $2.1 million from $1.0
million in 1997 due principally to the increase in income before
taxes on income of $2.8 million from 1997.
In February 1997, as a result of the closing of the Company's
senior note financing, certain previous debt facilities were
retired. Costs of $0.4 million ($0.2 million after-tax
benefits) associated with these debt facilities which were
capitalized, such as commitment fees and legal costs, were
written off. This expense was classified as extraordinary in
the Company's results of operations for first quarter of 1997.
As a result of the foregoing, net income for the first quarter
of 1998 was $3.0 million, or representing a 4.7% return on
revenue, compared to $1.1 million in the first quarter of 1997,
which a 1.4% return on revenue was achieved.<PAGE>
<PAGE>
PART II. - OTHER INFORMATION
----------------------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) No exhibits are filed as part of this Quarterly
Report on Form 10-Q.
(b) During the quarter ended March 31, 1998, the
Company did not file a Current Report on Form 8-K.<PAGE>
<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.
INSITUFORM TECHNOLOGIES, INC.
May 14, 1998 By: s/William A. Martin
---------------------------------
William A. Martin
Senior Vice President and
Principal Financial and
Accounting Officer<PAGE>
<PAGE>
INDEX TO EXHIBITS
------------------
27 - Financial Data Schedule, which is submitted
electronically to the Securities and Exchange Commission
for information only and is not filed.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 50,281
<SECURITIES> 1
<RECEIVABLES> 81,716
<ALLOWANCES> 2,645
<INVENTORY> 11,635
<CURRENT-ASSETS> 155,198
<PP&E> 56,942
<DEPRECIATION> 62,284
<TOTAL-ASSETS> 291,096
<CURRENT-LIABILITIES> 38,149
<BONDS> 0
0
0
<COMMON> 272
<OTHER-SE> 133,645
<TOTAL-LIABILITY-AND-EQUITY> 291,096
<SALES> 5,720
<TOTAL-REVENUES> 63,760
<CGS> 3,644
<TOTAL-COSTS> 41,866
<OTHER-EXPENSES> 14,877
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,313
<INCOME-PRETAX> 5,245
<INCOME-TAX> 2,081
<INCOME-CONTINUING> 3,046
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,046
<EPS-PRIMARY> 0.110
<EPS-DILUTED> 0.110
</TABLE>
