FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[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 0-545
-------------------
Moore Products Co.
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1427830
- --------------------------------- -----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Spring House, PA 19477
- ------------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (215) 646-7400
----------------------
Not applicable
- --------------------------------------------------------------------------------
(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 ___.
As of October 31, 1996, there were 2,585,972 shares of the Registrant's Common
Stock outstanding.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
MOORE PRODUCTS CO.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
------------------
1996 1995
---- ----
<S> <C> <C>
Net sales $ 107,105,000 $ 83,874,000
Cost of products sold 59,308,000 43,414,000
------------- -------------
Gross profit 47,797,000 40,460,000
Selling, research and development, administrative
and general expenses (Notes C & D) 45,665,000 41,160,000
------------- -------------
Income (loss) from operations 2,132,000 ( 700,000)
Other income 220,000 188,000
Interest expense ( 363,000) ( 233,000)
------------- -------------
Income (loss) before income taxes 1,989,000 ( 745,000)
Income tax provision 1,349,000 221,000
------------- -------------
Net income (loss) $ 640,000 ($ 966,000)
============= =============
Earnings per share - primary:
Net income (loss) $ .24 ($ .47)
============= =============
Earnings per share - fully diluted:
Net income (loss) $ .24 ($ .47)
============= =============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
2
<PAGE>
MOORE PRODUCTS CO.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30
------------------
1996 1995
---- ----
<S> <C> <C>
Net sales $ 35,982,000 $ 29,910,000
Cost of products sold 19,651,000 15,561,000
------------ ------------
Gross profit 16,331,000 14,349,000
Selling, research and development, administrative
and general expenses 15,554,000 14,813,000
------------ ------------
Income (loss) from operations 777,000 ( 464,000)
Other income 62,000 40,000
Interest expense ( 110,000) ( 144,000)
------------ ------------
Income (loss) before income taxes 729,000 ( 568,000)
Income tax provision (benefit) 377,000 ( 120,000)
------------ ------------
Net income (loss) $ 352,000 ($ 448,000)
============ ============
Earnings per share - primary:
Net income (loss) $ .13 ($ .22)
============ ============
Earnings per share - fully diluted:
Net income (loss) $ .13 ($ .22)
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
MOORE PRODUCTS CO.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30 December 31
1996 1995
------------ -----------
(Unaudited) (Note A)
ASSETS
CURRENT ASSETS
Cash $ 930,000 $ 1,103,000
Trade accounts receivable 29,650,000 30,701,000
Inventories 22,035,000 20,423,000
Prepaid expenses 2,860,000 3,117,000
------------ ------------
TOTAL CURRENT ASSETS 55,475,000 55,344,000
PROPERTY, PLANT AND EQUIPMENT 58,078,000 55,513,000
Less: Accumulated depreciation (41,164,000) (38,627,000)
------------ ------------
16,914,000 16,886,000
OTHER ASSETS 8,624,000 5,963,000
------------ ------------
$ 81,013,000 $ 78,193,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable to bank $ 4,130,000 $ 4,306,000
Accounts payable 9,886,000 11,032,000
Accrued compensation 2,350,000 2,306,000
Advances from customers 4,768,000 2,566,000
------------ ------------
TOTAL CURRENT LIABILITIES 21,134,000 20,210,000
OTHER LIABILITIES 6,186,000 5,000,000
STOCKHOLDERS' EQUITY
Preferred Stock, 5% cumulative, voting
and convertible, par value $1 per
share:
Authorized - 325,000 shares
Issued and outstanding - 175,950 shares 176,000 176,000
Common Stock, par value $1 per share:
Authorized - 7,500,000 shares
Issued and outstanding - 2,583,892
shares and 2,583,092 shares 2,584,000 2,583,000
Capital in excess of par value 10,854,000 10,843,000
Retained earnings 40,079,000 39,381,000
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 53,693,000 52,983,000
------------ ------------
$ 81,013,000 $ 78,193,000
============ ============
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
MOORE PRODUCTS CO.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30
------------------
1996 1995
---- ----
OPERATING ACTIVITIES:
Net income (loss) $ 640,000 ($ 966,000)
Noncash (income) expenses:
Depreciation 2,564,000 2,470,000
Deferred income taxes 208,000 ( 78,000)
Pension and other postretirement
benefits (Note C) ( 1,861,000) ( 858,000)
Changes in operating assets and liabilities:
Trade accounts receivable 1,051,000 ( 6,412,000)
Inventories ( 1,612,000) ( 4,697,000)
Accounts payable ( 1,146,000) 5,354,000
Accrued compensation 44,000 158,000
Advances from customers 2,202,000 2,210,000
Prepaid expenses 435,000 ( 799,000)
----------- -----------
2,525,000 ( 3,618,000)
INVESTING ACTIVITY:
Purchase of property, plant and equipment ( 2,578,000) ( 3,006,000)
FINANCING ACTIVITIES:
Increase (decrease) in notes payable to bank ( 176,000) 6,500,000
Proceeds from exercise of stock options 12,000 --
----------- -----------
( 164,000) 6,500,000
Effect of exchange rate changes 44,000 68,000
----------- -----------
NET DECREASE IN CASH ( 173,000) ( 56,000)
Cash beginning of year 1,103,000 569,000
----------- -----------
CASH END OF PERIOD $ 930,000 $ 513,000
=========== ===========
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MOORE PRODUCTS CO.
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 in compliance with the Instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
three and nine month periods ended September 30, 1996, are not necessarily
indicative of the results that may be expected for the year ended December 31,
1996.
The balance sheet at December 31, 1995, has been derived from the audited
financial statements at that date.
Primary earnings per share have been computed using the average number of shares
of Common Stock and dilutive Common Stock equivalents (stock options)
outstanding during the period and subtracting the Preferred Stock dividends,
declared or cumulative even though not declared, from net income. Unless
antidilutive, fully diluted earnings per share are computed based upon the
assumption that the Preferred Stock shares were converted into Common Stock as
of the beginning of the period and no Preferred Stock dividends were paid. The
average number of common shares used to compute primary earnings per share were
2,620,191 shares and 2,083,092 shares for the nine month periods ended September
30, 1996 and 1995, respectively; and 2,617,204 shares and 2,083,092 shares for
the three month periods ended September 30, 1996 and 1995, respectively. The
average number of common shares used to compute fully diluted earnings per share
were 2,690,446 shares and 2,083,092 shares for the nine month periods ended
September 30, 1996 and 1995, respectively; and 2,687,885 shares and 2,083,092
shares for the three month periods ended September 30, 1996 and 1995,
respectively.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.
6
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
MOORE PRODUCTS CO.
September 30, 1996
Note B - Inventories
The components of inventory consist of the following:
September 30 December 31
1996 1995
------------ -----------
Completed instruments $ 4,047,000 $ 4,373,000
Finished parts 11,494,000 11,021,000
Work in process 5,628,000 4,114,000
Raw material 866,000 915,000
----------- -----------
$22,035,000 $20,423,000
=========== ===========
Note C - Gain from Early Retirement Program
Selling, research and development, administrative and general expenses for the
nine month period ended September 30, 1996, include an estimated, special,
pretax net gain of $1,300,000, recorded in the second quarter, for the combined
net effect of settlements, curtailments and special termination benefits in
connection with an early retirement program offered to certain eligible
employees in the United States.
Note D - Loss on Joint-Venture Restructuring
Selling, research and development, administrative and general expenses for the
nine month period ended September 30, 1996, include a special pretax charge of
$1,000,000, recorded in the second quarter, consisting principally of a
provision to write-off certain carrying values of assets related to its
joint-venture investment in Brazil. The provision was based on a special review
of the operations and decisions to refocus business activities in Brazil and
certain South American markets.
Note E - Credit Agreements
Adding to the Company's existing lines of credit, a new credit facility totaling
5,000,000 Canadian dollars was entered into by the Company's Canadian subsidiary
in May 1996. Under terms of this new agreement, the lender has a security
interest in the assets of the Canadian subsidiary, except for real estate. The
loan agreement requires maintenance of certain restrictive financial covenants.
Cash advances will be made at rates tied to the Canadian bank's prime rate plus
1/2%, which was 6.25% as of September 30, 1996.
7
<PAGE>
Item 2. Management's Discussion and Analysis of the Results of Operations.
When compared with the same periods in 1996, sales increased 28% for the nine
months ended September 30, 1996, and increased 20% for the three months ended
September 30, 1996, due to a higher volume of products shipped. Systems sales
were especially strong for the nine and three month periods. Cost of goods sold
increased in response to the higher sales but were also affected by product mix
and higher manufacturing costs. As a result gross profit margins in both the
three month and nine month periods declined from 1995 to 1996.
Selling, research and development, administrative and general expenses increased
approximately 11% and 5%, respectively, in the nine and three month periods
ended September 30, 1996, compared to the same periods last year. Higher payroll
and payroll-related costs were the primary reasons for this increase. Throughout
the past year, the Company has increased staffing levels in sales and product
support areas of the organization in anticipation of higher levels of business
activity.
As previously reported, selling, research and development, administrative and
general expenses for the nine months ended September 30, 1996 include two
special adjustments. A $1.3 million gain resulting from the settlement of
benefits relating to an early retirement offer to certain United States
employees was recognized in the second quarter. Unrelated to this transaction,
the Company recorded a loss of $1.0 million for the write-off of assets related
to an international joint-venture. In evaluating various business strategies it
was determined that the Company would refocus its business activities in Brazil
and certain South American markets resulting in this write-off.
The nontraditional relationship of income tax to pretax income as of September
30, 1996, is the result of mixed operating results in various countries.
Statutory rates are applied to pretax income in the United States. Consistent
with previous reporting periods, tax benefits for losses incurred by certain
international subsidiaries in tax jurisdictions outside the United States have
not been recognized for financial reporting purposes because the realization of
such benefits is not presently considered likely.
Increased demand for the Company's products and services has continued in 1996.
For the first nine months of 1996, consolidated orders received by the Company
were approximately 17% higher than for the corresponding period in 1995. The
consolidated backlog of unshipped orders as of September 30 was $39,391,000 in
1996 compared to $37,730,000 in 1995.
8
<PAGE>
Item 2. Management's Discussion and Analysis of the
Results of Operations. (continued)
Sales and production cycle of large-scale systems and gage products will
significantly influence shipments from one quarter to the next. Significantly
higher shipments for the fourth quarter of 1996 are not currently expected.
The Company's working capital continues to be positive. The Company maintains
bank lines of credit in anticipation of short-term cash requirements during the
year. During 1996 a new five million Canadian dollar credit facility was entered
into to supplement previously existing credit lines. At October 31, 1996, total
borrowing capacity under all lines of credit was approximately $15,750,000, and
outstanding borrowings under these lines totaled approximately $4,130,000.
9
<PAGE>
PART II. OTHER INFORMATION
Item 3. Defaults Upon Senior Securities.
The Company's Articles of Incorporation, as amended, essentially provide that
(i) holders of the Company's Preferred Shares are entitled to receive, as and
when declared by the Board, cumulative dividends at the rate of 5% ($.05 per
share), (ii) such dividends may be declared and paid quarterly, semi-annually or
annually in the discretion of the Board, and (iii) if full cumulative dividends
in cash or in Preferred Shares have not been paid or declared and set aside for
payment for the first three quarters of any fiscal year, no dividend may be paid
or distribution made on the Company's Common Shares (other than dividends
payable in Common Shares) until full cumulative dividends in cash or in
Preferred Shares for such year and all prior periods have been paid or declared
and set aside for payment.
Traditionally, the Company has paid cash dividends on both its Common and
Preferred Shares quarterly, and that practice continued through the first
quarter of 1993. However, in recognition of the difficult business climate, no
dividends on either Preferred or Common Shares have been paid or declared and
set aside for payment since March 1, 1993, and it is uncertain when the payment
of dividends will recommence. The cumulative arrearage in Preferred Share
dividends through the end of the Company's third quarter of 1996 (calculated on
a quarterly basis) was $30,791.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit
Number Description
- ------- -----------
3(a) Amendment to Articles of Incorporation.
10a Form of agreement with Raymond M. Reed dated June 7, 1996. *
10b Form of agreement with Edward T. Hurd dated June 13, 1996. *
27 Financial Data Schedule.
(Schedule submitted in electronic format only.)
* Indicates a management contract or compensatory plan or arrangement.
-----------------------------------
(b) No reports on Form 8-K have been filed during the most recently completed
fiscal quarter.
10
<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.
MOORE PRODUCTS CO.
Dated: November 8, 1996 By: /s/ R. E. Wisniewski
--------------------------
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
Exhibit 3(a)
Amendment to Articles of Incorporation
The first paragraph of Article 5th of the Company's Articles of Incorporation
has been amended in its entirety to read as follows:
"5th. The aggregate number of shares of capital stock which the Company
shall have authority to issue is 7,825,000 shares divided into 325,000
shares of Preferred Stock of the par value of $1 per share (the
"Preferred Shares"), and 7,500,000 shares of Common Stock of the par
value of $1 per share (the "Common Shares")."
Exhibit 10a
CONSULTANT'S AGREEMENT
THIS AGREEMENT, made and entered into by Moore Products Co. (hereinafter
referred to as "Moore"), and Raymond M. Reed (hereinafter referred to as
"Consultant").
It is agreed to by both parties that the following terms and conditions apply:
1. The Consultant will provide strategic consulting expertise and services to
Moore primarily in the areas of company operations and performance.
Consultant will also perform other related functions as mutually agreed.
2. This Agreement will be effective as of June 7, 1996. Thereafter, this
Agreement may be terminated at any time for any reason or no reason by either
party upon not less than thirty (30) days' prior written notice.
3. During the term of this Agreement and for a period of six (6) months
thereafter, Consultant agrees not to accept employment with, nor otherwise
perform consulting work for, any client with which Moore is then in
competition without prior written approval by Moore.
4. Consultant agrees that he will not be entitled under this Agreement to
participate in any benefit plans or programs sponsored by Moore and available
to Moore's employees. In rendering services hereunder, it is understood that
Consultant is an independent contractor and that the relationship of employer
and employee shall not exist between Moore and Consultant hereunder.
5. Consultant agrees to keep confidential any technical, marketing, customer or
other confidential or proprietary information or data, other than that which
is in the public domain, which is, or has been, made available to him by
Moore, or which results from Consultant's work for Moore, and Consultant
agrees that he will not use such information or data except as required in
performing this Agreement and that he will not disclose such information or
data to others without prior approval in writing by Moore.
6. During the term of this Agreement and for a period of six (6) months
thereafter, Consultant will not employ or otherwise engage an employee of
Moore without the prior written consent of Moore.
7. Moore agrees to pay Consultant, as compensation in full for Consultant's
services, a consultant fee not to exceed a maximum of One Thousand Five
Hundred Dollars ($1,500.00) per day for such consulting services as are
requested by Moore and shall reimburse Consultant for any reasonable travel
and lodging expenses required by Moore. Payment is to be made within thirty
(30) days of receipt of invoice. Invoice shall separately list fee, travel
and lodging expenses, such expenses to be receipted and itemized in a manner
acceptable to Moore.
<PAGE>
8. In addition to the fee for Consultant's services, Moore agrees to provide a
Stock Option for 10,000 shares of Moore Products Co. common stock under the
terms of the 1994 Incentive Stock and Non-Qualified Stock Option Plan
(hereinafter referred to as "Stock Option Plan"), subject, however, to the
following conditions:
a. The Stock Option Plan as, amended to include consultants, must be approved
by the Shareholders.
b. The exercise price of such options would be equal to the fair market value
of the stock on the date of grant.
c. Vesting of the Stock Options would be in 2,000 share increments, with
2,000 shares vested upon Shareholder approval of required plan amendments,
and the remainder vested based upon the achievement of certain
consolidated operating results by Moore.
d. That the Compensation Committee of the Board of Directors approves this
grant.
e. At the request of Moore, Consultant agrees to execute a more definitive
agreement setting forth the terms of the proposed Stock Options.
9. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Pennsylvania without giving effect to
conflicts of laws principles.
The parties hereto have executed this Agreement in duplicate originals as
of June 7, 1996.
AGREED to for Moore Products Co. AGREED to for Raymond M. Reed
BY: /s/ W. B. Moore BY: /s/ Raymond M. Reed
------------------------- ----------------------
NAME: W. B. Moore NAME: Raymond M. Reed
------------------------- ----------------------
President
Exhibit 10b
CONSULTANT'S AGREEMENT
THIS AGREEMENT, made and entered into by Moore Products Co. (hereinafter
referred to as "Moore"), and Edward T. Hurd (hereinafter referred to as
"Consultant").
It is agreed to by both parties that the following terms and conditions apply:
1. The Consultant will provide strategic consulting expertise and services to
Moore primarily in the areas of technology and marketing. Consultant will
also perform other related functions as mutually agreed.
2. This Agreement will be effective from the date Consultant signs this
Agreement. Thereafter, this Agreement may be terminated at any time for any
reason or no reason by either party upon not less than thirty (30) days'
prior written notice.
3. During the term of this Agreement and for a period of six (6) months
thereafter, Consultant agrees not to accept employment with, nor otherwise
perform consulting work for, any client with which Moore is then in
competition without prior written approval by Moore.
4. Consultant agrees that he will not be entitled under this Agreement to
participate in any benefit plans or programs sponsored by Moore and available
to Moore's employees. In rendering services hereunder, it is understood that
Consultant is an independent contractor and that the relationship of employer
and employee shall not exist between Moore and Consultant hereunder.
5. Consultant agrees to keep confidential any technical, marketing, customer or
other confidential or proprietary information or data, other than that which
is in the public domain, which is, or has been, made available to him by
Moore, or which results from Consultant's work for Moore, and Consultant
agrees that he will not use such information or data except as required in
performing this Agreement and that he will not disclose such information or
data to others without prior approval in writing by Moore.
6. During the term of this Agreement and for a period of six (6) months
thereafter, Consultant will not employ or otherwise engage an employee of
Moore without the prior written consent of Moore.
7. Moore agrees to pay Consultant, as compensation in full for Consultant's
services, a consultant fee not to exceed a maximum of One Thousand Five
Hundred Dollars ($1,500.00) per day for such consulting services as are
requested by Moore and shall reimburse Consultant for any reasonable travel
and lodging expenses required by Moore. Payment is to be made within thirty
(30) days of receipt of invoice. Invoice shall separately list fee, travel
and lodging expenses, such expenses to be receipted and itemized in a manner
acceptable to Moore.
<PAGE>
8. In addition to the fee for Consultant's services, Moore agrees to provide a
Stock Option for 20,000 shares of Moore Products Co. common stock under the
terms of the 1994 Incentive Stock and Non-Qualified Stock Option Plan
(hereinafter referred to as "Stock Option Plan"), subject, however, to the
following conditions:
a. That Moore is able to modify the Stock Option Plan to include consultants,
which will require amendment by the Board of Directors and may also
require and be conditioned upon approval by the Shareholders.
b. The exercise price of such options would be equal to the fair market value
of the stock on the date of grant.
c. Vesting of the Stock Options would be in 5,000 share increments, based
upon the achievement of certain consolidated operating results by Moore
over a four (4) year time period beginning in 1997.
d. Should this Agreement be terminated for any reason prior to the exercise
of the above Stock Options, Consultant's unvested Stock Options shall
terminate, and vested Stock Options will be maintained and continue for a
period of three (3) months following termination of this agreement or
until expiration of the option in accordance with its terms, whichever
first occurs.
e. That the Compensation Committee of the Board of Directors approves this
grant.
f. At the request of Moore, Consultant agrees to execute a more definitive
agreement setting forth the terms of the proposed Stock Options.
9. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Pennsylvania without giving effect to
conflicts of laws principles.
The parties hereto have executed this Agreement in duplicate originals
this 13th day of June, 1996.
AGREED to for Moore Products Co. AGREED to for Edward T. Hurd
BY: /s/ W. B. Moore BY: /s/ Edward T. Hurd
--------------------------- ---------------------------
NAME: W. B. Moore NAME: Edward T. Hurd
-------------------------- ----------------------------
President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 930,000
<SECURITIES> 0
<RECEIVABLES> 29,650,000
<ALLOWANCES> 0
<INVENTORY> 22,035,000
<CURRENT-ASSETS> 55,475,000
<PP&E> 58,078,000
<DEPRECIATION> 41,164,000
<TOTAL-ASSETS> 81,013,000
<CURRENT-LIABILITIES> 21,134,000
<BONDS> 0
0
176,000
<COMMON> 2,584,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 81,013,000
<SALES> 107,105,000
<TOTAL-REVENUES> 107,105,000
<CGS> 59,308,000
<TOTAL-COSTS> 59,308,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 363,000
<INCOME-PRETAX> 1,989,000
<INCOME-TAX> 1,349,000
<INCOME-CONTINUING> 640,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 640,000
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
</TABLE>
