TOTAL AGGREGATE
NUMBER OF PAGES:_15_
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarter Ended: March 31, 1997
Commission File Number: 0-12985
DELAWARE OTSEGO CORPORATION
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NEW YORK 16-0913491
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 Railroad Avenue, Cooperstown, New York 13326
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(Address of principal executive offices)
(607) 547-2555
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(Registrant's telephone number, including area code)
No Change
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(Former name, former address, and former fiscal year, if changed
from 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.
Common Stock, $ .125 Par Value 1,836,973
- ------------------------------ ---------------------------------
(Title of Class) Outstanding at March 31, 1997
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INDEX
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DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
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PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
March 31, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Operations -
Three months ended March 31, 1997 and March 31, 1996 5
Condensed Consolidated Statements of Cash Flows -
Three months ended March 31, 1997 and March 31, 1996 6
Notes to Condensed Consolidated Financial Statements
(Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION 12
SIGNATURES 15
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<TABLE>
Part I - Financial Information
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands)
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<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS
Cash and cash equivalents $ 1,233 $ 1,179
Accounts receivable 5,533 5,269
Reimbursable construction costs 1,060 1,794
Materials and supplies 775 1,179
Deferred income taxes 332 332
Prepaid expenses 1,157 730
Other current assets 130 369
-------------- -----------------
TOTAL CURRENT ASSETS 10,220 10,852
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment 98,847 97,724
Less: accumulated depreciation
and amortization (34,985) (33,790)
-------------- -----------------
TOTAL PROPERTY, PLANT
AND EQUIPMENT 63,862 63,934
OTHER ASSETS
Other assets 1,200 1,195
Investment in Affiliate 2,324 2,342
-------------- -----------------
TOTAL OTHER ASSETS 3,524 3,537
-------------- -----------------
TOTAL ASSETS $ 77,606 $ 78,323
============== =================
The accompanying notes are an integral part of the financial statements.
</TABLE>
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<TABLE>
Part I - Financial Information
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands)
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<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Notes payable to bank $ 2,700 $ 2,400
Accounts payable 9,704 11,020
Accrued and other current liabilities 2,557 1,686
Current maturities of long-term debt 1,775 1,768
-------------- ----------------
TOTAL CURRENT LIABILITIES 16,736 16,874
LONG-TERM LIABILITIES
Long-term debt 11,963 12,383
Deferred income taxes 10,838 10,892
SUBORDINATED NOTES
6.5% Convertible subordinated notes 3,580 3,580
-------------- -----------------
TOTAL LONG-TERM LIABILITIES 26,381 26,855
-------------- -----------------
TOTAL LIABILITIES 43,117 43,729
STOCKHOLDERS' EQUITY
Common stock and additional
paid-in capital 6,408 6,355
Contributed capital 20,626 20,092
Retained earnings 7,455 8,147
-------------- -----------------
TOTAL STOCKHOLDERS' EQUITY 34,489 34,594
-------------- -----------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 77,606 $ 78,323
============== =================
The accompanying notes are an integral part of the financial statements.
</TABLE>
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<TABLE>
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(Thousands, except share amounts)
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<CAPTION>
THREE MONTHS ENDED
-------------------------------
March 31, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
OPERATING REVENUES
Railway operating revenues $ 6,712 $ 7,303
Other operating revenues 518 376
-------------- --------------
TOTAL OPERATING REVENUES 7,230 7,679
OPERATING EXPENSES
Maintenance, transportation and car hire 5,379 6,517
Depreciation and amortization 1,202 1,127
General, administrative and other 1,250 1,047
-------------- --------------
TOTAL OPERATING EXPENSES 7,831 8,691
-------------- --------------
LOSS FROM OPERATIONS (601) (1,012)
OTHER INCOME (EXPENSE)
Interest expense, net (404) (391)
Gain on sale of property, equipment and other 3 19
-------------- --------------
OTHER EXPENSE, NET (401) (372)
Loss before income taxes and equity interest in
loss of Affiliate (1,002) (1,384)
Provision for income tax benefit 329 471
-------------- --------------
LOSS BEFORE EQUITY INTEREST IN
LOSS OF AFFILIATE (673) (913)
EQUITY INTEREST IN LOSS OF AFFILIATE (18) (61)
-------------- --------------
NET LOSS $ (691) $ (974)
============== ==============
Loss per Share $ (0.38) $ (0.55)
============== ==============
Weighted Average Shares Outstanding 1,831 1,785
============== ==============
The accompanying notes are an integral part of the financial statements.
</TABLE>
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<PAGE>
<TABLE>
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(Thousands)
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<CAPTION>
THREE MONTHS ENDED
-------------------------------
March 31, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (691) $ (974)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Depreciation and amortization 1,201 1,127
Provision for losses on accounts receivable 6 0
Provision for deferred income taxes (329) (464)
Gain on sale of fixed assets (3) (22)
Equity interest in loss of affiliate 18 61
Changes in operating assets and liabilities:
Increase in accounts receivable (270) (252)
Decrease in materials, supplies, prepaids
and other current assets 951 519
Decrease in accounts payable and accrued
expenses (440) (334)
Increase in other assets (14) (195)
-------------- --------------
Net Cash Provided (Used) by Operating Activities 429 (534)
INVESTING ACTIVITIES
Additions to property, plant and equipment (1,120) (1,000)
Investment in affiliate 0 (2,000)
Proceeds from sale of assets 1 24
Contributed capital 809 651
-------------- --------------
Net Cash Used by Investing Activities (310) (2,325)
FINANCING ACTIVITIES
Increase in notes payable 300 1,200
Proceeds from long-term borrowings 7 1,000
Principal payments on long-term debt (419) (321)
Issuance of common stock 52 997
Dividends paid (5) (8)
-------------- --------------
Net Cash (Used) Provided by Financing Activities (65) 2,868
INCREASE IN CASH AND CASH EQUIVALENTS 54 9
Cash and cash equivalents at beginning of year 1,179 1,213
-------------- --------------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 1,233 $ 1,222
============== ==============
The accompanying notes are an integral part of the financial statement
</TABLE>
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<PAGE>
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
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1. The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included.
2. The results of operations for the three months ended March 31, 1997 are
not necessarily indicative of the results to be expected for the year
ended December 31, 1997, due to certain freight revenues subject to
seasonal variations. 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, 1996.
3. Earnings per common share have been adjusted retroactively to reflect
a 5% stock dividend declared February 19, 1997.
4. Investment in affiliate on the consolidated balance sheet and equity
interest in loss of affiliate on the consolidated statement of
operations reflects the Company's acquisition of a 40% interest in The
Toledo, Peoria and Western Railroad Corporation on January 31, 1996.
The investment is accounted for under Accounting Principles Board
Opinion No. 18, The Equity Method of Accounting for Investments in
Common Stock.
5. In February, 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted
on December 31, 1997. At that time, the Company will be required to
change the method currently used to compute earnings per share and to
restate all prior periods. The impact of Statement 128 is not expected
to be material.
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<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (THOUSANDS)
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RECENT ACQUISITION
- ------------------
On January 31, 1996, the Company completed the purchase of a 40% interest
in The Toledo, Peoria and Western Railroad Corporation ( TP&W ) for
consideration totaling $2.25 million, including 25,000 shares of the
Company's common stock. The non-stock portion of the consideration for the
acquisition was funded through a $1 million loan and the private placement
of 100,000 shares of the Company's common stock. Additionally, the Company
issued warrants to purchase 60,000 common shares to another party involved
in the transaction. The Company performs administrative services for the
TP&W which have had a positive impact on general and administrative
expenses. The investment is accounted for under the provisions of APB 18,
The Equity Method of Accounting for Investments in Common Stock.
The following Management's Discussion and Analysis of Financial Condition
and Results of Operations relates to the continuing operations of the
Company.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's cash and cash equivalents at March 31, 1997, totaled $1,233.
Cash generated from operations, grants from certain state departments of
transportation, sales of property and additional debt are the Company's
principal sources of liquidity and are used primarily for capital
expenditures, debt service, and working capital requirements.
At March 31, 1997, the Company's working capital deficit was $6,516
compared to $6,022 at December 31, 1996, resulting in a working capital
ratio of 61% compared to 64% at December 31, 1996. Total long-term
liabilities at March 31, 1997 were $26,381. Long-term debt (exclusive of
current maturities but including convertible subordinated notes), as a
percentage of equity decreased to 45% at March 31, 1997, from 46% at
December 31, 1996. Total capitalization (long-term debt, convertible
subordinated notes and equity) was $50,032 at March 31, 1997 compared to
$50,557 at December 31, 1996.
At March 31, 1997, notes payable consisted of a secured advance under a $5
million line of credit with Manufacturers and Traders Trust Company.
Interest on these borrowings is at prime plus 1.5%. Prime at March 31,
1997 was 8.5%. Available borrowings are based on and secured by eligible
accounts receivable. At March 31, 1997, eligible accounts receivable were
$4.2 million and borrowings on the line were $2.7 million.
In the three month period ended March 31, 1997, additions to property,
plant and equipment were $1,120 of which $809 or 72% was funded by grants
from the New York and New Jersey Departments of Transportation. The
balance was funded by cash provided from operations and additional debt.
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<PAGE>
The Company's capital spending program for the balance of 1997 is
anticipated to be approximately $14 million, of which $5 million is for
railway projects, $8 million for acquisitions of land for terminals and
rehabilitations of facilities (addressed below) and the remainder for
improvements to and purchases of locomotives and other equipment. It is
anticipated that funding for the capital program for the balance of 1997
will be met by grants from participating state governments, cash generated
by operations, additional long-term debt, available funds from the lines
of credit and proceeds from sales of non-operating assets. The Company
believes it has adequate working capital to fund existing and anticipated
operations for at least the next twelve months.
The Company is under contract to acquire certain property which it currently
leases for use as a bulk distribution facility for an inflation adjusted
purchase price of approximately $3.75 million. The purchase, which is
expected to occur during 1997, will be funded from a $500 thousand deposit
made in 1995, $2.5 million of new long-term debt and the Company's working
capital. The Company has received a commitment for a credit facility from
Manufacturers and Traders Trust Company for the $2.5 million necessary to
finance the purchase. The commitment expires on September 30, 1997.
The Company has entered into a contract to sell certain parcels of railroad
property of a non-operating Company subsidiary for $650 with an estimated
book value of $110. The transaction is anticipated to close during 1997
and the proceeds will be used for working capital purposes.
RESULTS OF OPERATIONS
- ---------------------
The Company relies on, and its ability to compete is dependent upon, its
rail connections with CP and with Conrail for a substantial portion of its
rail traffic. Changes in the operations of either of these carriers could
have a material adverse impact on the Company. CSX and Norfolk Southern
have reached agreement, subject to regulatory approvals, to jointly acquire
and then divide Conrail's rail lines, with the result that both CSX and NS
will have direct access to the metropolitan New York and New Jersey region
without using the Company's rail lines. The Company's main operating
subsidiary, NYS&W, derives approximately 50% of its operating revenue from
traffic hauled for a CSX subsidiary, and derives approximately 18% of its
operating revenue from intermodal traffic hauled in conjunction with
Norfolk Southern. The Company has multi year contracts for both of these
revenue sources. The Company is unable to predict either the final outcome
of the restructuring of the eastern U.S. railroad system at this time
arising from the sale of Conrail, or the impact such restructuring, if it
occurs, will have on the Company in the future.
The Company's two major customers provided approximately 68% and 71% of the
Company's operating revenues for the three month period ended March 31,
1997 and 1996, respectively, amounting to $4,949 and $5,467, for the
respective periods. The loss of either customer would have a material
adverse effect on the company's results of operations.
Railway operating revenues, consisting of intermodal, carload and other
railway operating revenues, in the aggregate decreased $591 for the three
month period ended March 31, 1997, compared to the corresponding 1996 period.
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<PAGE>
Intermodal revenues from CSX Intermodal, Inc. were approximately $3,630, a
decrease of $434 compared to the respective 1996 period. Intermodal
revenues from Hanjin Shipping Lines were $1,319, a decrease of $85 compared
to the same period in 1996. Pricing and other competitive issues are the
primary reasons for the decline in shipments into the New York Metropolitan
area.
Carload revenues for the three month period ended March 31, 1997 were
$1,597, a reduction of $45 compared to the respective three month period in
1996.
Other railway operating revenues for the three month period ended March 31,
1997, were $166, a decrease of $27 compared to the same period in 1996.
Other operating revenues for the three month period ended March 31, 1997
were $518 or $142 greater than the respective 1996 period, due mostly to
higher construction related revenues.
Maintenance, transportation and car hire expenses in the aggregate for the
three month period ended March 31, 1997 were $5,379, a reduction of $1,138
compared to the same period of 1996.
Maintenance expenses in the aggregate for the three month period ended
March 31, 1997 were $1,655 or a decrease of $458 compared to the respective
1996 period. This reduction is primarily attributable to the cost cutting
initiatives in the first quarter of 1997 and higher maintenance costs in
January, 1996 caused by severe winter weather.
Transportation and car hire expenses in the aggregate for the three month
period ended March 31, 1997 were $3,724 or $680 lower compared to the same
period in 1996, due mostly to lower traffic volumes and increased
efficiencies in these areas.
Additions to the Company's fixed asset base accounted for the increase in
depreciation and amortization expenses of $75 from the first quarter of
1996 to the first quarter of 1997.
General, administrative and other expenses for the three month period ended
March 31, 1997 increased $203 for the three month period ended March 31,
1997 compared to the same period in 1996. As stated in the 1996 Form 10-K,
the Company's ongoing marketing initiatives are resulting in slightly higher
costs. Further, the Company has incurred certain legal and other third
party costs to help protect and promote its interests during the possible
restructuring of the railroad industry in the Northeast. These increases
are partially offset by continuing cost reduction measures in all
departments.
As a result of the foregoing, the operating loss for the three month period
ended March 31, 1997 improved $411 to $601, compared to $1,012 in the
corresponding period in 1996. The operating ratio for the three month
period ended March 31, 1997 was 108% compared to 113% for the comparable
1996 period.
Interest expense (net of capitalized interest and interest income) for the
three month period ended March 31, 1997 increased $13 compared to the
corresponding 1996 period, due principally to interest rate and outstanding
debt differentials.
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<PAGE>
The Company's effective income tax rate on income before income taxes and
equity interest in income of affiliate for the three month period ended
March 31, 1997 was 33% compared to 34% in the respective 1996 period.
On February 19, 1997, the Company declared a 5% stock dividend payable to
stockholders of record February 28, 1997. The dividend was paid on March
31, 1997, resulting in the issuance of 86,703 shares of common stock. All
data in the accompanying financial statements and related notes have been
restated to give effect to the dividend.
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<PAGE>
PART II
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OTHER INFORMATION
- ---------------------------------------------------------------------------
Item 1. Legal Proceedings
- ---------------------------
None.
Item 2. Changes in Rights of Security Holders
- -----------------------------------------------
None.
Item 3. Defaults on Senior Securities
- ---------------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------
None.
Item 5. Other Information
- ---------------------------
None.
Item 6. Exhibits and Reports on Form 8-K
- ------------------------------------------
a) Exhibits:
Filed herewith (-) or
incorporated by reference to
------------------------------
3.1 Restated Certificate of Incorporation Exhibit 3.1 to Registrant's
of the Delaware Otsego Corporation Annual Report on Form 10-K
dated June 1, 1991 dated December 31, 1991
3.2 Certificate of Amendment of Exhibit 3.2 to Registrant's
Certificate of Incorporation of Form 10-Q dated June 30, 1996
Delaware Otsego Corporation dated
June 3, 1996
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<PAGE>
3.3 By-Laws of DOC dated April 5, 1988 Exhibit 3.8 to Registrant's
Annual Report on Form 10-K
dated December 31, 1988
10.1 Employment Agreement between DOC Exhibit 10.1 to Registrant's
and Walter Rich dated June 3, 1995 Quarterly Report on Form 10-Q
dated June 30, 1995
10.2 Direct Loan Agreement between New Exhibit 10(g) to Registration
Jersey Economic Development Authority Statement on Form S-1,
and NYS&W dated August 6, 1982 No. 2-94319
10.3 Agreement between Conrail and NYS&W Exhibit 10(p) to Registration
dated March 30, 1982 relating to Statement on Form S-1,
trackage rights over line of No. 2-94319
Conrail from Binghamton, New York to
Warwick, New York via Campbell Hall
and Maybrook, New York
10.4 Financing Agreement between NYS&W and Exhibit 19.11 to Form 10-Q
FRA dated September 30, 1985 dated November 13, 1986
10.5 Agreement Amending Financing Agreement Exhibit 19.12 to Form 10-Q
between FRA and NYS&W dated dated November 13, 1986
July 30, 1986
10.6 Amendment to Direct Loan Agreement Exhibit 19.18 to Form 10-Q
between New Jersey Economic dated November 13, 1986
Development Authority and NYS&W
dated July 15, 1986
10.7 Amendment to Direct Loan Agreement Exhibit 19.19 to Form 10-Q
between New Jersey Economic dated November 13, 1986
Development Authority and NYS&W dated
September 2, 1986
10.8 Amended and Restated Credit Agreement Exhibit 10.8 to Form 10-Q
between Manufacturers and Traders dated November 11, 1994
Trust Company and DOC dated May 27,
1994
10.9 Agreement between NYS&W and Exhibit 10.9 to Registrant's
Brotherhood of Locomotive Engineers Annual Report on Form 10-K
dated March 30, 1994 dated March 27, 1995
10.10 Agreement between NYS&W and Exhibit 10.10 to Registrant's
Brotherhood of Maintenance of Way Annual Report on Form 10-K
Employes dated October 13, 1995 dated March 24, 1996
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<PAGE>
10.11 Modification to Direct Loan Agreement Exhibit 10(hh) to Registration
and Direct Loan Promissory Note dated Statement on Form S-1,
as of August 6, 1982 between the New No. 2-94319
Jersey Economic Development Authority
and NYS&W dated July 17, 1984
10.22 Delaware Otsego Corporation Exhibit B to Definitive Proxy
1987 Stock Option Plan Statement Dated October 7, 1987
10.23 Delaware Otsego Corporation Exhibit B to Definitive Proxy
1993 Stock Option Plan Statement Dated May 5, 1993
10.27 Form of Delaware Otsego Corporation Exhibit 1 to Registrant's Form
6.5% Convertible Subordinated Note 8-K dated October 19, 1993
Due on September 1, 2003
10.28 Guarantee Commitment between the Exhibit 10.28 to Registrant's
Federal Railroad Administration and Annual Report on Form 10-K
DOC dated September 29, 1994 dated March 27, 1995
10.29 Warrant Agreement between DOC and Exhibit 10.29 to Registrant's
Creditanstalt Corporate Finance, Inc. Annual Report on Form 10-K
dated January 31, 1996 dated March 24, 1996
10.30 Deficiency Guarantee among DOC and Exhibit 10.30 to Registrant's
others and Creditanstalt Corporate Annual Report on Form 10-K
Finance, Inc. dated January 31, 1996 dated March 24, 1996
10.31 Cash Collateral Agreement among DOC Exhibit 10.31 to Registrant's
and others and Creditanstalt Annual Report on Form 10-K
Corporate Finance, Inc. dated dated March 24, 1996
January 31, 1996
21 Subsidiaries of Registrant Exhibit 21 to Registrant's
Annual Report on Form 10-K
dated March 22, 1997
b) Reports on Form 8-K:
None.
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<PAGE>
SIGNATURES
- ----------
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
DELAWARE OTSEGO CORPORATION
(Registrant)
Date: May 12, 1997 WALTER G. RICH
-------------------------------------
Walter G. Rich
President and Chief Executive Officer
WILLIAM B. BLATTER
-------------------------------------
William B. Blatter
Senior Vice President and
Chief Financial Officer
- 15 -
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-START> Jan-01-1997
<PERIOD-END> Mar-31-1997
<PERIOD-TYPE> 3-MOS
<CASH> 1233
<SECURITIES> 0
<RECEIVABLES> 5533
<ALLOWANCES> 0
<INVENTORY> 775
<CURRENT-ASSETS> 10220
<PP&E> 98847
<DEPRECIATION> 34985
<TOTAL-ASSETS> 77606
<CURRENT-LIABILITIES> 16736
<BONDS> 15543
0
0
<COMMON> 229
<OTHER-SE> 34260
<TOTAL-LIABILITY-AND-EQUITY> 77606
<SALES> 7230
<TOTAL-REVENUES> 7230
<CGS> 0
<TOTAL-COSTS> 7831
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 435
<INCOME-PRETAX> (1002)
<INCOME-TAX> (329)
<INCOME-CONTINUING> (673)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (691)
<EPS-PRIMARY> (.38)
<EPS-DILUTED> (.38)
</TABLE>
