<PAGE>
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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 MARCH 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-11994
CORNERSTONE NATURAL GAS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-1952257
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8080 N. CENTRAL EXPRESSWAY 75206
SUITE 1200 (Zip Code)
DALLAS, TEXAS
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 691-5536
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
FILINGS REQUIREMENTS FOR THE PAST 90 DAYS. YES /X/ NO
----- -----
INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS AND
REPORTS REQUIRED TO BE FILED BY SECTION 12, 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN
CONFIRMED BY A COURT.
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.
SHARES OUTSTANDING AT
CLASS OF COMMON STOCK MAY 1, 1996
--------------------- -----------
$.10 PAR VALUE 12,515,959
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<PAGE>
CORNERSTONE NATURAL GAS, INC.
INDEX TO QUARTERLY REPORT FORM 10-Q
PAGE(S)
-------
PART I. Financial Information
ITEM 1. Financial Statements
Consolidated Statements of Operations for the three
months ended March 31, 1996, and 1995. . . . . . . . . . . . 3
Consolidated Balance Sheets as of March 31, 1996, and
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the three
months ended March 31, 1996, and 1995. . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . 7-9
PART II. Other Information
ITEM 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 10
ITEM 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 10
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
CORNERSTONE NATURAL GAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTH PERIOD
ENDED MARCH 31,
---------------------------
1996 1995
------------ ------------
<S> <C> <C>
Revenues $ 63,548,000 $ 25,645,000
Expenses:
Cost of sales 56,548,000 22,150,000
Operating expenses 1,944,000 1,277,000
Depreciation and amortization 939,000 777,000
General and administrative 1,574,000 1,288,000
------------ ------------
61,005,000 25,492,000
------------ ------------
Operating earnings 2,543,000 153,000
------------ ------------
Other income (expense):
Interest income 8,000 27,000
Interest expense (602,000) (443,000)
Equity in net losses of unconsolidated
subsidiaries (3,000) (1,000)
Other (4,000) 19,000
------------ ------------
(601,000) (398,000)
------------ ------------
Earnings (loss) before income taxes 1,942,000 (245,000)
Provision for current income taxes 42,000 -
------------ ------------
Net earnings (loss) $ 1,900,000 $ (245,000)
------------ ------------
------------ ------------
Earnings (loss) per common and common
equivalent share $ .13 $ (.02)
------------ ------------
------------ ------------
Weighted average common and common
equivalent shares outstanding 14,833,000 12,516,000
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
CORNERSTONE NATURAL GAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------- -------------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 178,000 $ 908,000
Accounts receivable 21,670,000 21,790,000
Inventory 465,000 336,000
Other current assets 234,000 283,000
------------- -------------
Total current assets 22,547,000 23,317,000
Assets held for disposition 1,000,000 1,000,000
Property, plant and equipment, at cost 66,542,000 64,642,000
Less: accumulated depreciation (34,709,000) (33,799,000)
------------- -------------
Net property, plant and equipment 31,833,000 30,843,000
Goodwill, net 3,530,000 3,559,000
Other assets 970,000 965,000
------------- -------------
$ 59,880,000 $ 59,684,000
------------- -------------
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 1,661,000 $ 464,000
Accounts payable 26,436,000 25,077,000
Accrued interest payable 19,000 11,000
Income tax payable 139,000 108,000
------------- -------------
Total current liabilities 28,255,000 25,660,000
Commitments and contingent liabilities - -
Long-term debt 16,535,000 20,704,000
Other liabilities 223,000 352,000
Stockholders' equity:
Common stock, $.10 par value; 25,000,000 shares
authorized; 12,515,959 shares issued and
outstanding 1,252,000 1,252,000
Additional paid-in capital 51,298,000 51,298,000
Accumulated deficit (37,683,000) (39,582,000)
------------- -------------
Total stockholders' equity 14,867,000 12,968,000
------------- -------------
$ 59,880,000 $ 59,684,000
------------- -------------
------------- -------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
CORNERSTONE NATURAL GAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Month Period
Ended March 31,
---------------------------
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Earnings (loss) . . . . . . . . . . . . . . . . $ 1,900,000 $ (245,000)
Non-cash items included in earnings (loss):
Depreciation and amortization . . . . . . . . 939,000 777,000
Equity in net losses of unconsolidated
affiliates. . . . . . . . . . . . . . . . . . 3,000 1,000
Other. . . . . . . . . . . . . . . . . . . . . (11,000) (22,000)
Changes in operating assets or liabilities
which provided (used) cash during the period:
Decrease in accounts receivable . . . . . . . . 119,000 1,402,000
Increase in inventory . . . . . . . . . . . . . (129,000) (78,000)
(Increase) decrease in other current assets . . 50,000 (29,000)
Increase (decrease) in accounts payable . . . . 1,359,000 (1,065,000)
Increase in accrued interest payable. . . . . . 8,000 1,000
Increase in other current liabilities . . . . . 31,000 -
Decrease in other liabilities . . . . . . . . . (130,000) (172,000)
------------ -----------
Cash provided by operating activities . . . . . . 4,139,000 570,000
Cash flows from investing activities:
Additions to property, plant and equipment. . . (1,900,000) (5,115,000)
Other . . . . . . . . . . . . . . . . . . . . . 3,000 -
------------ -----------
Cash used by investing activities . . . . . . . . (1,897,000) (5,115,000)
Cash flows from financing activities:
Borrowings (repayments) of revolving debt . . . (3,400,000) 700,000
Additional borrowings . . . . . . . . . . . . . 575,000 4,000,000
Reduction of long-term debt . . . . . . . . . . (147,000) (528,000)
------------ -----------
Cash provided (used) by financing activities. . . (2,972,000) 4,172,000
------------ -----------
Decrease in cash and cash equivalents . . . . . . (730,000) (373,000)
Cash and cash equivalents:
Beginning of period . . . . . . . . . . . . . . 908,000 655,000
------------ -----------
End of period . . . . . . . . . . . . . . . . . $ 178,000 $ 282,000
------------ -----------
------------ -----------
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest. . . . . . . . . . . . . . . . . . . . $ 609,000 $ 484,000
Income taxes. . . . . . . . . . . . . . . . . . $ 11,000 $ -
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
CORNERSTONE NATURAL GAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been prepared
in accordance with Rule 10-01 of Regulation S-X, "Interim Financial Statements",
and accordingly do not include all information and footnotes required under
generally accepted accounting principles for complete financial statements. The
financial statements have been prepared in conformity with the accounting
principles and practices as disclosed in the Company's Annual Report on Form
10-K for the year ended December 31, 1995. In the opinion of management, these
interim financial statements contain all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the Company's
financial position as of March 31, 1996, the results of its operations for the
three months ended March 31, 1996, and the Company's cash flows for the three
months ended March 31, 1996. Results of operations for the periods presented
herein are not necessarily indicative of the results that may be expected for
the year ending December 31, 1996.
NOTE 2 - IMPAIRMENT OF ASSETS
The Company adopted statement of Financial Accounting Standards No. 121 ("FAS
121"), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" in the first quarter of 1996. FAS 121 requires the
Company to assess the need for impairment of capitalized costs based on expected
future cash flows. There was no effect from the adoption of FAS 121.
NOTE 3 - LONG-TERM DEBT
The Company has an agreement ("Bank Facility") with a group led by the Bank of
Oklahoma, National Association ("Bank"). The Bank Facility provides for up to
$20 million in convertible loans ("Convertible Facility") and a revolving $10
million working capital facility ("Working Capital Facility"). On January 31,
1996, the Company converted $2 million previously borrowed under its Convertible
Facililty to a four-year term note. The term note bears interest at the
applicable prime rate plus two percent. As part of the Bank Facility, the term
note is secured by essentially all the assets of the Company.
Any outstanding principal under the Convertible Facility at December 31, 1996,
is to be repaid based on a five-year straight-line amortization with a balloon
payment due June 30, 1999. At March 31, 1996, the outstanding principal under
the Convertible Facility was $14.2 million. Therefore, $709,000 of this amount
is included in current installments of long-term debt.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
SUBSEQUENT EVENTS. On April 20, 1996, Cornerstone Natural Gas, Inc., a Delaware
corporation ("Cornerstone" or the "Company"), El Paso Natural Gas Company, a
Delaware corporation (the "Parent") and The El Paso Company, a Delaware
corporation, and an indirect wholly owned subsidiary of the Parent (the
"Offeror"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which the Parent has agreed to acquire Cornerstone.
Pursuant to the Merger Agreement, the Offeror on April 26, 1996 commenced a
tender offer for all outstanding shares of the common stock, par value $0.10 per
share (the "Shares"), of the Company at $6.00 cash per share net to the
stockholders in cash without interest thereon (the "Offer Price"). The Shares
not acquired in the tender offer will be converted into the right to receive
$6.00 per Share in cash without interest pursuant to a merger of the Offeror
with and into the Company. The tender offer is conditioned upon, among other
things, there being validly tendered by the expiration date thereof and not
withdrawn that number of Shares which, when added to the number of Shares
issuable upon the exercise of presently exercisable warrants delivered to the
Offeror in accordance with the terms of the Option Agreement (as described
below), would represent at least a majority of the outstanding Shares on a fully
diluted basis.
The Parent, the Offeror and certain holders (the "Holders") of Shares, Shares
issuable upon the exercise of stock options ("Stock Options") or warrants to
purchase Shares ("Warrants") have entered into an Option Agreement, dated as of
April 20, 1996 (the "Option Agreement"), pursuant to which the Holders have
granted the Offeror an irrevocable option, upon the terms and subject to the
conditions set forth in the Option Agreement, to purchase at the Offer Price or,
in the case of the Warrants, at the excess of the Offer Price over the exercise
price of such Warrants, an aggregate of 8,215,117 Shares, or approximately
50.3%, of the outstanding Shares on a fully diluted basis. The Option Agreement
further provides, among other things, that the Holders are required to tender
all of the Shares held by them in the Offer.
GENERAL. The Company has an agreement with a group led by the Bank of Oklahoma,
National Association. The Bank Facility provides for up to $20 million in
convertible loans and a revolving $10 million working capital facility. The
Company's primary sources of capital in the first quarter of 1996 were cash
provided by operations and proceeds from borrowings under its Bank Facility. On
January 31, 1996, the Company converted $2 million previously borrowed under its
Convertible Facililty to a four-year term note. The term note bears interest at
the applicable prime rate plus two percent. As part of the Bank Facility, the
term note is secured by essentially all the assets of the Company.
CASH FLOWS FROM OPERATING ACTIVITIES. Cash provided by operating activities was
$4.1 million in the first quarter of 1996 compared to $570,000 in the first
quarter of 1995. This was primarily the result of increased earnings and
increased accounts payable. Earnings increased primarily from increased natural
gas volumes and prices in both natural gas processing and natural gas gathering
and marketing. Accounts payable increased from both the increase in natural gas
prices and the timing of certain payments for natural gas.
INVESTING ACTIVITIES. The Company made capital expenditures of $1.9 million in
the first quarter of 1996. These expenditures were primarily for (i) the
purchase of the Hatcher gas gathering system in Custer County, Oklahoma,
(ii) the meeting of certain conditions which caused additional purchase price to
be owed to the sellers with regard to the acquisition of the Oletha system, and
(iii) the connection of natural gas wells to the Company's gathering systems.
FINANCING ACTIVITIES. Cash used by financing activities was $3.0 million in the
first quarter of 1996. The Company primarily used cash generated from
operations to reduce the amount due under its Working Capital Facility from
$3.4 million at December 31, 1995, to zero at March 31, 1996. The Company
borrowed $575,000 in connection with the purchase of the Hatcher gathering
system. The Bank had issued, for the Company's benefit, $3.4 million in standby
letters of credit for natural gas purchases.
<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 COMPARED
TO THREE MONTHS ENDED MARCH 31, 1995
GENERAL. The Company had net earnings of $1.9 million ($.13 per share) in the
first quarter of 1996 compared to a net loss of $245,000 ($.02 per share) in
the first quarter of 1995. The Company's earnings before interest, income taxes
and depreciation ("EBITD") were $3.5 million in 1996 compared to $930,000 in
1995. The increased performance was primarily related to increased natural gas
volumes and prices in both the processing and in the gathering and marketing
segments.
NATURAL GAS PROCESSING. The following table provides pertinent information
relating to the Company's natural gas processing operations:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------------ INCREASE
1996 1995 (DECREASE)
--------------- ------------- -------------
<S> <C> <C> <C>
(IN THOUSANDS)
Revenues $ 11,733 $ 5,745 $ 5,988
Gross margin $ 4,369 $ 2,236 $ 2,133
EBITD (1) $ 2,754 $ 1,180 $ 1,574
(MMCFD)
Natural gas processed 111 61 50
Natural gas treated 5 16 (11)
Natural gas gathered 13 5 8
(THOUSAND GALLONS PER DAY)
Natural gas liquids produced 224 118 106
</TABLE>
(1) EBITD is not a measure of operating performance and/or cash flow determined
under generally accepted accounting principles ("GAAP") and should be
considered secondary to determinations under GAAP in measuring operating
results and cash flows.
The Company's natural gas processing operations provided 18% of total revenues
and 62% of total gross margin in 1996 compared to 22% and 64%, respectively, in
1995. Revenues, gross margin and EBITD increased 104%, 95%, and 133%,
respectively. This was primarily the result of (i) the Calhoun plant expansion,
(ii) increased drilling and subsequent volumes available for processing at the
Company's North Louisiana facilities, (iii) increased natural gas prices and
(iv) the reactivation of the Iola plant.
Inlet natural gas volumes processed increased 20 MMCFD as a result of the
expansion of its Calhoun natural gas processing plant and gathering system.
Inlet natural gas volumes processed increased an additional 18 MMCFD primarily
from new production available as drilling in the area around the Company's North
Louisiana facilities has experienced a dramatic increase. The Company has begun
installation of an additional cryogenic natural gas processing plant to handle
the expected volume increases from new production. The Company generally
receives a portion of both the natural gas and natural gas liquids as its
processing fee at its North Louisiana facilities. The average price received
for natural gas under these arrangements increased to $2.75 in 1996 from $1.37
in 1995.
The Company's Iola natural gas processing plant became operational in August
1995. This plant, which had been idle since 1988, processed 12 MMCFD and
produced 48 thousand gallons per day of natural gas liquids (including ethane)
in the first quarter of 1996.
<PAGE>
NATURAL GAS GATHERING AND MARKETING. The following table provides pertinent
information relating to the Company's natural gas gathering and marketing
operations:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------------ INCREASE
1996 1995 (DECREASE)
--------------- ------------- -------------
<S> <C> <C> <C>
(IN THOUSANDS)
Revenues $ 51,815 $ 19,900 $ 31,915
Gross margin $ 2,631 $ 1,259 $ 1,372
EBITD $ 1,773 $ 649 $ 1,124
(MMCFD)
Natural gas sales 242 157 85
</TABLE>
The Company's natural gas gathering and marketing operations provided 82% of
total revenues and 38% of total gross margin in 1996 compared to 78% and 36% in
1995. Revenues, gross margin, and EBITD increased 160%, 109%, and 173%,
respectively. This was primarily the result of (i) the addition of the Oletha
system, (ii) increased volumes on other systems and (iii) increased third party
marketing.
The Company acquired the Oletha system in the second quarter of 1995. This
system averaged 40 MMCFD in the first quarter of 1996 and contributed $533,000
to gross margin. Volumes on the Company's other systems increased 16 MMCFD and
third party marketing increased 29 MMCFD. Higher natural gas prices and greater
volatility provided opportunities for the Company to make increased margins on
natural gas sales in the first quarter.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in certain legal actions and claims arising in the
ordinary course of business. It is the opinion of Management that such
litigation and claims will be resolved without material adverse effect on the
Company's financial position.
ITEM 5. OTHER INFORMATION
On April 20, 1996, Cornerstone Natural Gas, Inc., a Delaware corporation
("Cornerstone" or the "Company"), El Paso Natural Gas Company, a Delaware
corporation (the "Parent") and The El Paso Company, a Delaware corporation, and
an indirect wholly owned subsidiary of the Parent (the "Offeror"), entered into
an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the
Parent has agreed to acquire Cornerstone. Pursuant to the Merger Agreement, the
Offeror on April 26, 1996 commenced a tender offer for all outstanding shares of
the common stock, par value $0.10 per share (the "Shares"), of the Company at
$6.00 cash per share net to the stockholders in cash without interest thereon
(the "Offer Price"). The Shares not acquired in the tender offer will be
converted into the right to receive $6.00 per Share in cash without interest
pursuant to a merger of the Offeror with and into the Company. The tender offer
is conditioned upon, among other things, there being validly tendered by the
expiration date thereof and not withdrawn that number of Shares which, when
added to the number of Shares issuable upon the exercise of presently
exercisable warrants delivered to the Offeror in accordance with the terms of
the Option Agreement (as described below), would represent at least a majority
of the outstanding Shares on a fully diluted basis.
The Parent, the Offeror and certain holders (the "Holders") of Shares, Shares
issuable upon the exercise of stock options ("Stock Options") or warrants to
purchase Shares ("Warrants") have entered into an Option Agreement, dated as of
April 20, 1996 (the "Option Agreement"), pursuant to which the Holders have
granted the Offeror an irrevocable option, upon the terms and subject to the
conditions set forth in the Option Agreement, to purchase at the Offer Price or,
in the case of the Warrants, at the excess of the Offer Price over the exercise
price of such Warrants, an aggregate of 8,215,117 Shares, or approximately
50.3%, of the outstanding Shares on a fully diluted basis. The Option Agreement
further provides, among other things, that the Holders are required to tender
all of the Shares held by them in the Offer.
On April 26, 1996, the Offeror commenced a tender offer for all the Shares
pursuant to the Merger Agreement. On April 26, 1996, the Company filed a
schedule 14d-9 recommending that the stockholders of the Company accept the
offer and approve the merger.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27.1 Financial Data Schedule.
(b) REPORTS ON FORM 8-K
None
<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, thereto duly authorized.
CORNERSTONE NATURAL GAS, INC.
(Registrant)
Date: May 6, 1996 By: /s/Robert L. Cavnar
--------------------------------------------------
Robert L. Cavnar
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: May 6, 1996 By: /s/Richard W. Piacenti
---------------------------------------------------
Richard W. Piacenti
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DOCUMENT
27.1 Financial Data Schedule.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 178,000
<SECURITIES> 0
<RECEIVABLES> 21,670,000
<ALLOWANCES> 0
<INVENTORY> 465,000
<CURRENT-ASSETS> 22,547,000
<PP&E> 66,542,000
<DEPRECIATION> (34,709,000)
<TOTAL-ASSETS> 59,880,000
<CURRENT-LIABILITIES> 28,255,000
<BONDS> 0
0
0
<COMMON> 1,252,000
<OTHER-SE> 13,615,000
<TOTAL-LIABILITY-AND-EQUITY> 59,880,000
<SALES> 63,548,000
<TOTAL-REVENUES> 63,552,000
<CGS> 59,431,000
<TOTAL-COSTS> 61,005,000
<OTHER-EXPENSES> 3,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 602,000
<INCOME-PRETAX> 1,942,000
<INCOME-TAX> 42,000
<INCOME-CONTINUING> 1,900,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,900,000
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
