<PAGE> 1
Sequential Page 1 of 12 Pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1994 Commission File number 0-663
------------------ -----
OGLEBAY NORTON COMPANY
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 34-0158970
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 Superior Avenue Cleveland, Ohio 44114-2598
---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 216 861-3300
------------
None
---------------------------------------------------------------
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Shares of Common Stock outstanding at October 31, 1994: 2,491,226
---------
Index on sequential page 2.
<PAGE> 2
OGLEBAY NORTON COMPANY AND SUBSIDIARIES
INDEX
SEQUENTIAL
PAGE NUMBER
-----------
PART I. FINANCIAL INFORMATION
- - ------------------------------
Consolidated Condensed Balance
Sheet (Unaudited) - September 30, 1994 and
December 31, 1993 3
Consolidated Condensed Statement of
Operations (Unaudited) - Three Months
Ended September 30, 1994 and 1993 and Nine
Months Ended September 30, 1994 and 1993 4
Consolidated Condensed Statement of
Cash Flows (Unaudited) - Nine Months
Ended September 30, 1994 and 1993 5
Notes to Consolidated Condensed Financial
Statements 6 - 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8 - 11
PART II. OTHER INFORMATION 12
---------------------------
<PAGE> 3
<TABLE>
PART I. FINANCIAL INFORMATION
OGLEBAY NORTON COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
(UNAUDITED)
<CAPTION>
ASSETS
SEPTEMBER 30 December 31
1994 1993
------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 14,386,831 $ 21,243,064
Investments 6,880,775 -0-
Accounts receivable, less
allowances (1994-$320,000;
1993-$2,082,000) 32,790,350 28,291,306
Inventories
Raw materials and finished products 3,763,366 4,354,120
Operating supplies 2,208,746 2,305,719
------------ ------------
5,972,112 6,659,839
Deferred income taxes 2,280,185 3,801,985
Prepaid insurance and other expenses 5,415,559 2,191,166
------------ ------------
TOTAL CURRENT ASSETS 67,725,812 62,187,360
INVESTMENTS 10,957,347 14,871,623
PROPERTIES AND EQUIPMENT 311,557,816 319,392,610
Less allowances for depreciation
and amortization 154,167,601 156,962,679
------------ ------------
157,390,215 162,429,931
PREPAID PENSION COSTS AND OTHER ASSETS 21,410,193 20,228,456
------------ ------------
$257,483,567 $259,717,370
============ ============
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
SEPTEMBER 30 December 31
1994 1993
------------ ------------
<S> <C> <C>
CURRENT LIABILITIES
Current portion of long-term debt $ 11,476,450 $ 11,189,664
Accounts payable 5,203,051 4,021,985
Payrolls and other accrued compensation 4,743,508 4,828,016
Accrued taxes and other expenses 18,315,367 12,772,672
Income taxes 935,779 733,414
Reserve for capacity rationalization 6,312,600 6,312,600
------------ ------------
TOTAL CURRENT LIABILITIES 46,986,755 39,858,351
LONG-TERM DEBT, less current portion 52,986,688 69,344,025
POSTRETIREMENT BENEFITS OBLIGATION 31,298,022 30,285,278
OTHER LONG-TERM LIABILITIES 23,385,192 30,958,323
DEFERRED INCOME TAXES 20,689,153 19,398,153
STOCKHOLDERS' EQUITY
Preferred stock, without par value,
authorized 5,000,000 shares;
none issued -0- -0-
Common stock, par value $1 per share,
authorized 10,000,000 shares;
issued 3,626,666 shares 3,626,666 3,626,666
Additional capital 8,988,043 8,988,043
Unrealized gains 2,954,155 -0-
Retained earnings 97,802,289 88,773,915
------------ ------------
113,371,153 101,388,624
Treasury stock, at cost - 1,135,440
and 1,122,740 shares at respective dates (28,970,258) (28,681,694)
Unallocated Employee Stock Ownership
Plan shares (2,263,138) ( 2,833,690)
------------ ------------
82,137,757 69,873,240
------------ ------------
$257,483,567 $259,717,370
============ ============
<FN>
See notes to consolidated condensed financial statements.
</TABLE>
-3-
<PAGE> 4
<TABLE>
OGLEBAY NORTON COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
---------------------------------- --------------------------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES
Net sales $ 28,327,126 $ 21,002,863 $ 86,143,747 $ 58,123,082
Operating revenues 29,171,632 26,943,800 55,258,705 53,332,744
Sales commissions, royalties
and management fees 1,188,434 959,987 3,106,347 2,634,786
------------- ------------- ------------- -------------
58,687,192 48,906,650 144,508,799 114,090,612
COSTS AND EXPENSES
Cost of goods sold 24,688,260 17,985,458 74,819,622 49,593,972
Operating expenses 23,110,120 21,745,777 45,110,636 44,132,754
General, administrative and
selling expenses 3,944,686 4,121,061 12,212,704 12,037,425
Reserve for doubtful accounts 90,495 54,674 180,433 1,354,311
------------- ------------- ------------- -------------
51,833,561 43,906,970 132,323,395 107,118,462
INCOME FROM OPERATIONS 6,853,631 4,999,680 12,185,404 6,972,150
Gain on sale of assets 528,837 37,215 7,915,080 2,723,661
Interest, dividends and other income 294,297 219,605 880,027 887,860
Other expense (565,257) (434,510) (1,448,322) (1,043,172)
Interest expense (1,256,493) (1,754,183) (4,064,917) (5,422,116)
------------- ------------- ------------- -------------
INCOME BEFORE INCOME TAXES 5,855,015 3,067,807 15,467,272 4,118,383
Income taxes 1,778,000 756,000 4,695,000 1,085,000
------------- ------------- ------------- -------------
NET INCOME $ 4,077,015 $ 2,311,807 $ 10,772,272 $ 3,033,383
============ ============ ============ ============
NET INCOME PER SHARE OF COMMON STOCK $ 1.64 $ .92 $ 4.32 $ 1.21
============ ============ ============ ============
DIVIDENDS PER SHARE OF COMMON STOCK $ .30 $ .20 $ .70 $ .60
============ ============ ============ ============
Average number of shares of Common Stock
outstanding 2,491,226 2,512,264 2,491,964 2,512,703
<FN>
See notes to consolidated condensed financial statements.
</TABLE>
-4-
<PAGE> 5
<TABLE>
OGLEBAY NORTON COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Nine Months Ended
September 30
-------------------------------------
1994 1993
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 10,772,272 $ 3,033,383
Adjustments to reconcile net income to
net cash provided by (used in) operating activities:
Depreciation and amortization 10,077,352 9,969,524
Deferred income taxes 1,291,000 1,159,710
Gain on sale of assets ( 7,915,280) (2,723,661)
Prepaid pension costs and other assets ( 1,715,284) (1,307,451)
Decrease (increase) in accounts receivable ( 4,260,097) (7,045,814)
Decrease (increase) in inventories 532,321 ( 757,428)
Increase (decrease) in accounts payable ( 203,601) 1,031,630
Other operating activities ( 762,798) (4,227,953)
------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 7,815,885 ( 868,060)
INVESTING ACTIVITIES
Proceeds from sale of assets 11,582,894 7,087,768
Purchase of properties and equipment ( 4,830,656) (2,455,115)
Investments in Iron Ore ( 2,821,343) (2,811,841)
------------ -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES 3,930,895 1,820,812
FINANCING ACTIVITIES
Payments on long-term debt ( 16,570,551) (4,427,160)
Dividends paid ( 1,743,898) (1,507,756)
Purchase of treasury stock ( 288,564) ( 41,741)
------------- ------------
NET CASH USED IN FINANCING ACTIVITIES ( 18,603,013) (5,976,657)
------------ -----------
Decrease in cash and cash equivalents ( 6,856,233) (5,023,905)
CASH AND CASH EQUIVALENTS, JANUARY 1 21,243,064 23,332,342
------------ ------------
CASH AND CASH EQUIVALENTS, SEPTEMBER 30 $ 14,386,831 $ 18,308,437
============ ============
<FN>
See notes to consolidated condensed financial statements.
</TABLE>
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<PAGE> 6
OGLEBAY NORTON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with the instructions to Form 10-Q
and therefore, do not include all information and notes to the
consolidated condensed financial statements necessary for a fair
presentation of financial position, results of operations and cash
flows in conformity with generally accepted accounting principles.
Management of the Registrant, however, believes that all adjustments
considered necessary for a fair presentation of the results of
operations for such period have been made. Certain amounts in the
prior year have been reclassified to conform with the 1994
consolidated condensed financial statement presentation. For further
information, refer to the consolidated financial statements and notes
thereto included in the Registrant's 1993 annual report on Form 10-K.
2. Operating results are not necessarily indicative of the results to be
expected for the year, due to the seasonal nature of certain aspects
of the Registrant's business.
3. On June 24, 1994, the Registrant sold for cash its Ceredo coal
handling dock resulting in a $6,518,000 pretax gain.
4. Effective April 1, 1994, the Registrant extended the period by 15 days
over which certain fixed costs are amortized for its Marine
Transportation segment to approximate the navigation season. These
costs were amortized over the period of April 1 through November 30 in
the prior year. The change, which will have no impact on annual
results, had the effect of reducing operating expenses by $452,000 and
$870,000 and increasing net income by $298,000 ($.12 per share) and
$574,000 ($.23 per share) in the third quarter and first nine months
of 1994, respectively.
5. In 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities". The Registrant adopted
the provisions of the new standard, effective January 1, 1994, and
increased stockholders' equity by $2,971,792 (net of $1,531,000 in
income taxes) to reflect unrealized holding gains on investments
reported as available-for-sale. Unrealized holding gains of
$2,954,155 (net of $1,522,000 in income taxes) are included in
stockholders' equity at September 30, 1994. In accordance with the
Statement, prior year financial statements have not been restated for
the accounting change.
6. Available-for-sale investments are carried at fair value, based on
quoted market prices, and are reported as a current asset in the
consolidated condensed balance sheet. Realized gains and losses on
the sale of such investments are based on average cost. In 1993, the
Registrant reported these investments at the lower of cost or market
and as long-term.
-6-
<PAGE> 7
OGLEBAY NORTON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
7. In June 1993, the Registrant recorded a reserve of $1,200,000 against
a coal customer accounts receivable. The Registrant fully reserved
for this receivable by recording an additional provision of $500,000
in December 1993.
8. On April 19, 1993, the Registrant sold its unsecured bankruptcy claim
against LTV Steel Company, Inc. (LTV) for cash resulting in a
$2,653,000 pretax gain. The Registrant would have received certain
equities in LTV as settlement of its claim had the sale for cash not
been affected.
-7-
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Due to the seasonal nature of certain aspects of the Registrant's
business, the operating results and cash flows for the first nine months of the
year are not necessarily indicative of the results to be expected for the full
year.
FINANCIAL CONDITION
-------------------
At September 30, 1994 the Registrant's net current assets were
$20,739,000 as compared to $22,329,000 at December 31, 1993. Net current assets
declined from the end of last year primarily as a result of the purchase of
properties and equipment, the reduction of long-term debt and other
liabilities, the payment of dividends, the purchase of Treasury Stock and the
payment of the Registrant's portion of Eveleth Mines debt. This decline was
partially offset by the reclassification of available-for-sale investments to
current assets.
The Registrant purchased 12,700 shares and 2,100 shares of its Common
Stock on the open market and placed these shares in treasury in the first nine
months of 1994 and 1993, respectively. The Registrant declared and paid
dividends of $.30 per share in the third quarter of 1994 and $.70 per share in
the first nine months of 1994. The Registrant declared and paid dividends of
$.20 per share in the third quarter of 1993 and $.60 per share in the first
nine months of 1993.
During the second quarter of 1994, the Registrant sold for cash its
Ceredo coal handling dock resulting in a $6,518,000 pretax gain. During the
second quarter of 1993, the Registrant sold for cash its unsecured bankruptcy
claim against LTV Steel Company, Inc. resulting in a $2,653,000 pretax gain.
Cash flow from operations in the first nine months of 1994 improved
significantly compared to the first nine months of 1993. As a result of its
improved cash position, the Registrant repaid a total of $16,571,000 of its
debt in the first nine months of 1994 compared with $4,427,000 for the same
period in 1993. Included in 1994 is a $10,000,000 reduction in revolving
credit debt with no balance presently outstanding. Anticipated cash flows from
operations and current financial resources are expected to meet the
Registrant's needs during the remainder of 1994.
RESULTS OF OPERATIONS
---------------------
NINE MONTHS ENDED SEPTEMBER 30, 1994 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 1993
The Registrant's consolidated net income for the first nine months of
1994 was $10,772,000 or $4.32 per share on consolidated revenues of
$144,509,000 compared to net income of $3,033,000 or $1.21 per share on
revenues of $114,091,000 for the first nine months of 1993. Consolidated
revenues for the first nine months of 1994 improved 27% compared to the first
nine months of 1993.
-8-
<PAGE> 9
RESULTS OF OPERATIONS (CONTINUED)
---------------------
NINE MONTHS ENDED SEPTEMBER 30, 1994 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 1993
In 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities". As further described in Notes 5 and 6 to the
consolidated condensed financial statements, the Registrant adopted the
provisions of the new standard, effective January 1, 1994. Gains on the sale
of available-for-sale investments of $449,000 and $1,162,000 are included in
the third quarter and first nine months of 1994, respectively.
As described in Note 4 to the consolidated condensed financial
statements, the Registrant extended the period over which certain fixed costs
are amortized for its Marine Transportation segment, effective April 1, 1994.
The change reduced operating expenses by $870,000 and increased net income by
$574,000 or $.23 per share in the first nine months of 1994.
During the second quarter of 1994 the Registrant sold for cash its
Ceredo coal handling dock located in West Virginia resulting in a $6,518,000
pretax gain. Net income for the first nine months of 1994 increased $4,302,000
or $1.73 per share as a result of the gain. During the second quarter of 1993
the Registrant sold for cash its unsecured claim against LTV Steel Company,
Inc. resulting in a $2,653,000 pretax gain and recorded a $1,200,000 reserve
against a coal customer accounts receivable. Net income for the first nine
months of 1993 increased $959,000 or $.38 per share related to the gain,
partially offset by the accounts receivable reserve.
Interest expense declined 25% in the first nine months of 1994,
compared to the same period in the prior year, due to the refinancing of a
portion of the Registrant's long-term debt in December 1993 and an overall
reduction in debt.
Operating results of the Registrant's business segments for the nine
months ended September 30, 1994 and 1993 are discussed below. It is the policy
of the Registrant to allocate certain corporate general and administrative
expenses to its business segments.
Operating revenues for the Registrant's Marine Transportation segment
increased 6% to $53,652,000 for the first nine months of 1994 compared to
$50,746,000 for the same period in 1993. The segment's operating profit of
$7,648,000 for the first nine months of 1994 increased 18% compared to
$6,493,000 for the same period in 1993. The Registrant is currently operating
twelve vessels as demand for coal, iron ore and limestone transportation
remains high. The solid business conditions for the Registrant's customers in
1994 should extend the navigation season well into December for many of the
vessels, if manageable weather conditions persist. Marine Transportation had
ten vessels operating at September 30, 1993.
-9-
<PAGE> 10
RESULTS OF OPERATIONS (CONTINUED)
---------------------
NINE MONTHS ENDED SEPTEMBER 30, 1994 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 1993
Net sales, royalties and management fees for the Registrant's Iron Ore
segment increased to $38,093,000 for the first nine months of 1994 compared to
$13,713,000 for the same period in 1993 as a result of additional tonnage
requirements by customers. The segment's operating profit for the first nine
months of 1994 was $5,272,000 compared to $1,936,000 for the same period in
1993. The improvement was attributable to new spot market sales, increased
royalties on higher production, lower interest costs and continued cost
containment efforts at the Registrant's Eveleth Mines iron ore operations in
Minnesota. Both pellet production lines at Eveleth Mines are now in operation
with total 1994 production targeted at 5,000,000 tons compared to 3,100,000
tons in 1993.
Net sales for the Registrant's Refractories & Minerals segment
amounted to $29,930,000 for the first nine months of 1994, which was a 15%
improvement compared to $25,997,000 for the same period in 1993. Operating
profit for the segment was $1,180,000 for the first nine months of 1994 which
was 37% less when compared to $1,887,000 for the same period in 1993. The
segment's operating profit decline was primarily due to a $615,000 inventory
adjustment at one plant in the third quarter of 1994.
Net sales for the Registrant's Industrial Sands segment amounted to
$20,928,000 for the first nine months of 1994, a 3% increase over sales of
$20,319,000 for the same period in 1993. The segment's operating profit of
$2,450,000 for the first nine months increased 30% compared to $1,888,000 for
the same period in 1993. Improved pricing and strong sales in strip, frac and
steel sands contributed to the favorable performance. Steps to streamline the
segment's management process were implemented in October 1994 and are expected
to accelerate long-term productivity gains.
THREE MONTHS ENDED SEPTEMBER 30, 1994 COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 1993
The Registrant's 1994 third quarter consolidated net income was
$4,077,000 or $1.64 per share on consolidated revenues of $58,687,000 compared
to net income of $2,312,000 or $.92 per share on revenues of $48,907,000 for
the same quarter in 1993. Consolidated revenues for the third quarter of 1994
improved 20% compared to the third quarter of 1993.
As previously discussed, the Registrant extended the period over which
certain fixed costs are amortized for its Marine Transportation segment,
effective April 1, 1994. The change had the effect of reducing operating
expenses by $452,000 and increasing net income by $298,000 or $.12 per share in
the third quarter of 1994.
-10-
<PAGE> 11
RESULTS OF OPERATIONS (CONTINUED)
---------------------
THREE MONTHS ENDED SEPTEMBER 30, 1994 COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 1993
Interest expense declined 28% in the third quarter of 1994, compared
to the same quarter in the prior year, due to the refinancing of a portion of
the Registrant's long-term debt in December 1993 and an overall reduction in
debt.
Operating results of the Registrant's business segments for the third
quarter ended September 30, 1994 and 1993 are discussed below. Due to the
seasonal nature of certain aspects of the Registrant's business, the comments
set forth above in the nine month comparison generally apply when comparing the
third quarter of 1994 to the same period in 1993.
Operating revenues for the Registrant's Marine Transportation segment
of $29,172,000 for the third quarter of 1994 improved 12% compared to
$26,128,000 for the third quarter of 1993. The segment's operating profit of
$5,308,000 for the third quarter of 1994 improved 23% compared to $4,321,000
for the third quarter of 1993.
Net sales, royalties and management fees for the Registrant's Iron Ore
segment increased to $11,577,000 for the third quarter of 1994 compared to
$5,878,000 for the third quarter of 1993 as a result of additional tonnage
requirements by customers. The segment's 1994 third quarter operating profit
was $1,628,000 compared to $751,000 for the third quarter of 1993.
Net sales for the Registrant's Refractories & Minerals segment
amounted to $10,416,000 for the third quarter of 1994, which was a 17%
improvement compared to $8,920,000 for the third quarter of 1993. Operating
profit for the segment was $273,000 for the third quarter of 1994 which was 60%
less when compared to $690,000 for the third quarter of 1993. As previously
discussed, the segment's operating profit decline was due to a $615,000
inventory adjustment at one plant in the third quarter of 1994.
Net sales for the Registrant's Industrial Sands segment amounted to
$7,462,000 for the third quarter of 1994, a 7% increase from 1993 third quarter
sales of $6,955,000. The segment's 1994 third quarter operating profit of
$1,214,000 increased 86% from the 1993 third quarter profit of $654,000 due to
strong sales in strip, frac and steel sands and a favorable product mix.
-11-
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - None
EXHIBIT 27
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.
OGLEBAY NORTON COMPANY
DATE: November 14, 1994 By: / s / R. J. Kessler
------------------------------------
R. J. Kessler
Vice President -
Finance and Development
On behalf of the Registrant
and as Principal Financial
and Accounting Officer
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> SEP-30-1994
<EXCHANGE-RATE> 1
<CASH> 14,386,831
<SECURITIES> 6,880,775
<RECEIVABLES> 32,790,350
<ALLOWANCES> 320,000
<INVENTORY> 5,972,112
<CURRENT-ASSETS> 67,725,812
<PP&E> 311,557,816
<DEPRECIATION> 154,167,601
<TOTAL-ASSETS> 257,483,567
<CURRENT-LIABILITIES> 46,986,755
<BONDS> 52,986,688
<COMMON> 3,626,666
0
0
<OTHER-SE> 78,511,091
<TOTAL-LIABILITY-AND-EQUITY> 257,483,567
<SALES> 86,143,747
<TOTAL-REVENUES> 144,508,799
<CGS> 74,819,622
<TOTAL-COSTS> 132,323,395
<OTHER-EXPENSES> 1,448,322
<LOSS-PROVISION> 180,433
<INTEREST-EXPENSE> 4,064,917
<INCOME-PRETAX> 15,467,272
<INCOME-TAX> 4,695,000
<INCOME-CONTINUING> 10,772,272
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,772,272
<EPS-PRIMARY> 4.32
<EPS-DILUTED> 4.32
</TABLE>
