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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FROM TO
Commission File Number 0-21728
BARNETT INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-1380437
(State of Incorporation) (I.R.S. Employer
Identification Number)
3333 LENOX AVENUE
JACKSONVILLE, FLORIDA 32254
(Address of Principal Executive Offices) (Zip Code)
(904)384-6530
(Registrant's Telephone Number Including Area Code)
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 ninety (90) days.
Yes X No
16,211,891 shares of Common Stock, $.01 par value, were issued and outstanding
as of January 31, 1999.
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BARNETT INC.
INDEX TO FORM 10-Q
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Page
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PART I. FINANCIAL INFORMATION
- ------- ---------------------
Item 1. Financial Statements
Condensed Balance Sheets as of December 31, 1998 and June 30, 1998 3-4
Condensed Statements of Income for the Six Months and Three Months Ended
December 31, 1998 and 1997 5
Condensed Statements of Cash Flows for the Six Months Ended
December 31, 1998 and 1997 6
Notes to Condensed Financial Statements 7-8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8-12
PART II. OTHER INFORMATION
- -------- -----------------
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
- ----------
EXHIBIT INDEX 14
- -------------
</TABLE>
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PART I. FINANCIAL INFORMATION
- -----------------------------
ITEM 1. FINANCIAL STATEMENTS
BARNETT INC.
------------
CONDENSED BALANCE SHEETS
------------------------
DECEMBER 31, 1998 AND JUNE 30, 1998
($ IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1998
---- ----
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 321 $ 450
Accounts receivable, net 33,341 28,866
Inventories 51,092 40,599
Prepaid expenses 2,906 2,139
--------- ---------
Total current assets 87,660 72,054
--------- ---------
PROPERTY AND EQUIPMENT:
Leasehold improvements 7,090 6,620
Furniture and fixtures 3,943 3,378
Machinery and equipment 17,781 15,252
Building and improvements 4,079 3,668
--------- ---------
32,893 28,918
Less accumulated depreciation and amortization (13,878) (11,876)
--------- ---------
Property and equipment, net 19,015 17,042
COST OF BUSINESSES IN EXCESS OF NET ASSETS ACQUIRED, NET 4,732 4,815
DEFERRED TAX ASSETS, NET 716 716
OTHER ASSETS 1,124 1,157
--------- ---------
$ 113,247 $ 95,784
========= =========
</TABLE>
The accompanying Notes to Condensed Financial Statements
are an integral part of these statements.
3
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BARNETT INC.
------------
CONDENSED BALANCE SHEETS
------------------------
DECEMBER 31, 1998 AND JUNE 30, 1998
($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1998
---- ----
(UNAUDITED)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 19,924 $ 16,247
Accrued liabilities 2,577 2,297
Accrued income taxes 0 365
Short term debt 7,001 714
-------- --------
Total current liabilities 29,502 19,623
-------- --------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value per share:
Authorized 40,000 shares; Issued and outstanding
16,212 shares at December 31, 1998 and 16,194 at
June 30, 1998 162 161
Paid-in capital 47,820 47,743
Retained earnings 35,763 28,257
-------- --------
Total stockholders' equity 83,745 76,161
-------- --------
$113,247 $ 95,784
======== ========
</TABLE>
The accompanying Notes to Condensed Financial Statements
are an integral part of these statements.
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BARNETT INC.
------------
CONDENSED STATEMENTS OF INCOME
------------------------------
(UNAUDITED)
FOR THE SIX MONTHS AND THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997
($ IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
DEC. 31 DEC. 31
------- -------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $110,511 $ 98,536 $ 58,120 $ 51,767
Cost of sales 74,057 65,156 38,842 34,107
-------- -------- -------- --------
Gross profit 36,454 33,380 19,278 17,660
Selling, general and
administrative expenses 24,178 21,817 12,600 11,423
-------- -------- -------- --------
Operating income 12,276 11,563 6,678 6,237
Interest expense, net 66 7 65 22
-------- -------- -------- --------
Income before income taxes 12,210 11,556 6,613 6,215
Provision for income taxes 4,704 4,452 2,548 2,394
-------- -------- -------- --------
Net income $ 7,506 $ 7,104 $ 4,065 $ 3,821
======== ======== ======== ========
Basic earnings per share $ 0.46 $ 0.44 $ 0.25 $ 0.24
Diluted earnings per share $ 0.46 $ 0.43 $ 0.25 $ 0.23
Weighted average shares outstanding:
Basic 16,212 16,173 16,212 16,173
Diluted 16,223 16,334 16,216 16,315
</TABLE>
The accompanying Notes to Condensed Financial Statements
are an integral part of these statements.
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BARNETT INC.
------------
CONDENSED STATEMENTS OF CASH FLOWS
----------------------------------
(UNAUDITED)
FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 AND 1997
($ IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
Net income $ 7,506 $ 7,104
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 2,164 1,865
Changes in assets and liabilities:
(Increase) in accounts receivable, net (4,475) (5,607)
(Increase) in inventories (10,493) (8,589)
(Increase) in prepaid expenses (767) (1,023)
Changes in other assets (47) (374)
Increase in accounts payable 3,677 10,307
(Decrease) in accrued liabilities (85) (765)
-------- --------
Net Cash Provided by Operating Activities (2,520) 2,918
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
- -------------------------------------
Capital expenditures, net (3,975) (5,514)
Acquisition of LeRan Gas Products - (3,200)
-------- --------
Net Cash Used in Investing Activities (3,975) (8,714)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------
Borrowings under credit agreement 23,778 12,985
Repayments under credit agreement (17,491) (10,627)
Net proceeds from issuance of common stock-stock options, grants 78 111
Issuance of common stock 1 0
-------- --------
Net Cash Provided by Financing Activities 6,366 2,469
-------- --------
NET DECREASE IN CASH (129) (3,327)
BALANCE, BEGINNING OF PERIOD 450 4,429
-------- --------
BALANCE, END OF PERIOD $ 321 $ 1,102
======== ========
</TABLE>
The accompanying Notes to Condensed Financial Statements
are an integral part of these statements.
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BARNETT INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(UNAUDITED)
DECEMBER 31, 1998
NOTE 1 - BASIS OF PRESENTATION
---------------------
The condensed financial statements include the accounts of Barnett Inc. (the
"Company"). The condensed statements of income for the six months and three
months ended December 31, 1998 and 1997, the condensed balance sheet as of
December 31, 1998 and the condensed statements of cash flows for the six months
ended December 31, 1998 and 1997 have been prepared by the Company without
audit, while the condensed balance sheet as of June 30, 1998 was derived from
audited financial statements. In the opinion of management, these financial
statements include all adjustments, all of which are normal and recurring in
nature, necessary to present fairly the financial position, results of
operations and cash flows as of December 31, 1998 and for all periods presented.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The Company believes that the
disclosures included are adequate and provide a fair presentation of interim
period results. Interim financial statements are not necessarily indicative of
financial position or operating results for an entire year. It is suggested that
these condensed interim financial statements be read in conjunction with the
audited financial statements and the notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1998 filed with
the Securities and Exchange Commission.
NOTE 2 - BUSINESS
--------
The Company is a direct marketer and distributor of an extensive line of
plumbing, electrical and hardware products to a broad base of customers in the
United States and Puerto Rico. The Company's customer base consists primarily of
professional plumbing and electrical repair and remodeling contractors,
independent hardware stores, maintenance managers and liquid propane gas
dealers. The Company distributes its products to over 66,000 active customers.
NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION
----------------------------------
Cash payments during the six months ended December 31, 1998 and 1997 included
income taxes of $5.1 million and $5.0 million, respectively, and interest of
$26,800 and $14,000, respectfully.
NOTE 4 - BUSINESS ACQUISITION
--------------------
On July 1, 1997, the Company acquired certain of the assets of LeRan Gas
Products, an operating unit of Waxman Industries, Inc. The acquisition price was
$3.8 million, of which $3.2 million was paid in cash and the remainder was paid
by the issuance to Waxman of 24,730 shares of the common stock of the Company.
The operations related to these assets are not material to the Company's
financial statements.
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NOTE 5 - IMPACT OF ACCOUNTING STANDARDS
------------------------------
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, Earnings per Share. SFAS No.
128 replaces the presentation of Primary Earnings Per Share with a presentation
of Basic Earnings Per Share, which represents net income divided by the weighted
average number of common shares outstanding. Diluted Earnings Per Share
continues to utilize the weighted average number of common shares outstanding
and common stock equivalents, which include outstanding stock options and
warrants. The Company adopted SFAS No. 128 during the second quarter of fiscal
1998. All prior period earnings per share amounts have been restated to comply
with SFAS No.
128.
NOTE 6 - SUBSEQUENT EVENT
----------------
On December 14, 1998, the Company announced that it had entered into an
agreement in principle to acquire certain of the assets and liabilities of the
U.S. Lock division of WOC Inc., an indirect wholly owned subsidiary of Waxman
Industries, Inc., for a cash price of $33.0 million and the assumption of
liabilities estimated at approximately $2.0 million. On January 8, 1999, the
U.S. Lock acquisition was completed, with an effective date of January 1, 1999.
Waxman Industries, Inc. continues to own 44.4% of the Company. The $33.0 million
cash portion of the purchase price was financed by a term loan provided by First
Union National Bank.
U.S. Lock is a leading distributor of security hardware to locksmiths and other
security hardware installers and has annual sales of approximately $27.0
million. The acquisition of U.S. Lock will be accounted for as a purchase and
goodwill of approximately $22.0 million will be amortized over 40 years.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
This Quarterly Report contains certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 that are based
on the beliefs of the Company and its management. When used in this document,
the words "expect", "believe", "intend", "may", "should", "anticipate", and
similar expressions are intended to identify forward looking statements. Such
forward-looking statements reflect the current view of the Company with respect
to future events and are subject to certain risks, uncertainties and assumptions
including, but not limited to, the risk that the Company may not be able to
implement its growth strategy in the intended manner, risks associated with
currently unforeseen competitive pressures and risks affecting the Company's
industry such as increased distribution costs and the effects of general
economic conditions. In addition, the Company's business, operations, and
financial condition are subject to the risks, uncertainties and assumptions
which are described in the Company's reports and statements filed from time to
time with the Securities and Exchange Commission, including this Report. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated, expected or intended.
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OVERVIEW
- --------
The Company is a direct marketer and distributor of an extensive line of
plumbing, electrical and hardware products to approximately 66,000 active
customers throughout the United States and Puerto Rico. The Company offers
approximately 11,300 name brand and private label products through its
industry-recognized Barnett(R) catalogs and telesales operations. The Company
markets its products through five distinct, comprehensive catalogs that target
professional contractors, independent hardware stores, maintenance managers and
liquid propane gas ("LP GAS") dealers. The Company's staff of approximately 123
knowledgeable telesales, customer service and technical support personnel work
together to serve customers by assisting in product selection and offering
technical advice. To provide rapid delivery and a strong local presence, the
Company has established a network of 33 distribution centers strategically
located in 33 major metropolitan areas throughout the United States and Puerto
Rico. Through these local distribution centers, approximately 70% of the
Company's orders are shipped to the customer on the same day the order is
received. The remaining 30% of the orders are picked up by the customer at one
of the Company's local distribution centers. The Company's strategy of being a
low-cost, competitively priced supplier is facilitated by its volume of
purchases and offshore sourcing of a significant portion of its private label
products. Products are purchased from over 400 domestic and foreign suppliers.
On July 1, 1997, the Company acquired certain of the assets of LeRan Gas
Products, an operating unit of Waxman Industries, Inc. The acquisition price was
$3.8 million, of which $3.2 million was paid in cash and the remainder was paid
by the issuance to Waxman of 24,730 shares of the common stock of the Company.
The operations related to these assets are not material to the Company's
financial statements.
RESULTS OF OPERATIONS
- ---------------------
SIX MONTHS ENDED DECEMBER 31, 1998 COMPARED WITH
------------------------------------------------
SIX MONTHS ENDED DECEMBER 31, 1997
----------------------------------
NET SALES
- ---------
Net sales increased $12.0 million, or 12.2%, to $110.5 million in the six months
ended December 31, 1998 from $98.5 million in the corresponding prior year
period. Approximately 75.3% of the increase in the Company's net sales was
derived from the Company's telesales operations, primarily resulting from
increased sales by existing telesalespersons and the addition of ten
telesalespersons compared to the prior year period. A large portion of the
revenue increases derived from the telesales group was in the direct sales
sector of the business. Direct sales represent products that are shipped
directly to the customer from the original equipment manufacturer. The Company
vastly widened these "non-stock" product offerings in its September 1998
catalog. Direct sales grew at a rate of 68.4% over the prior year period,
contributing approximately $2.1 million to the revenue increase for the period.
Also contributing to the overall increase in net sales was a net increase of 114
in the total number of products offered by the Company over the past twelve
months. In the current six month period, 214 new products were introduced. Sales
from new product introductions over the last twelve months contributed
approximately $6.4 million to the net sales increase during the period.
Additionally, as a result of the Company's promotional flyer campaign, active
customers grew to 66,000 from 62,000 in the comparable prior year period and
contributed approximately $5.0 million to the net sales increase during the six
month period. Also, the Company opened its thirty-third distribution center in
Birmingham, Alabama on September 1,
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1998. The sales contribution from this new distribution center was not
significant for the current six month period.
In the fourth quarter of fiscal 1998, the Company announced that it discontinued
its relationship with three of its larger customers: two buying co-op customers
and one retail chain. The phaseout of these relationships began in the third
quarter of fiscal 1998 and was completed in the fourth quarter of fiscal 1998.
Partially offsetting the net sales increase for the six months ended December
31, 1998 was the lost revenue from these discontinued relationships which
approximated $3.2 million.
GROSS PROFIT
- ------------
Gross profit increased by 9.2% to $36.5 million in the six months ended December
31, 1998 from $33.4 million in the corresponding prior year period. Gross profit
margins decreased to 33.0% for the six months ended December 31, 1998 from 33.9%
for the same period last year, primarily as a result of competitive pricing
pressures across some of the Company's imported product lines. Also, the
aforementioned increased activity in the Company's direct sales programs, which
typically carry much lower gross profit margins than the Company's warehouse
shipments, was a contributing factor to the gross profit erosion.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
- --------------------------------------------
Selling, general and administrative ("SG&A") expenses increased 10.8% to $24.2
million for the six months ended December 31, 1998, from $21.8 million for the
comparable prior year period. The increase is primarily due to occupancy and
other expenses related to the opening of three new distribution centers in the
prior year, and the opening of the Birmingham distribution center in September
1998. Also contributing to increased variable selling expenses were personnel
costs related to the above mentioned addition of ten telesalespersons. These
expenses were partially offset by decreased promotional flyer mailings versus
the same period a year ago and lower warehouse and delivery costs as a result of
increased direct sales activity.
PROVISION FOR INCOME TAXES
- --------------------------
The provision for income taxes increased $0.2 million or 5.7% to $4.7 million
for the six months ended December 31, 1998 from $4.5 million for the six months
ended December 31, 1997, primarily as a result of increased operating income.
THREE MONTHS ENDED DECEMBER 31, 1998 COMPARED WITH
--------------------------------------------------
THREE MONTHS ENDED DECEMBER 31, 1997
------------------------------------
NET SALES
- ---------
Net sales increased $6.4 million, or 12.3%, to $58.1 million in the three months
ended December 31, 1998 from $51.8 million in the corresponding prior year
period. Approximately 81.5% of the increase in the Company's net sales was
derived from the Company's telesales operations, primarily resulting from
increased sales by existing telesalespersons and the addition of 10
telesalespersons compared to the prior year period. A significant portion of the
revenue increases derived from the telesales group was in the direct sales
sector of the business. Direct sales represent products that are shipped
directly to the customer from the original equipment manufacturer. The Company
vastly widened these "non-stock" product offerings in its September 1998
catalog. Direct sales grew at a rate of 52.3% over the prior
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year period, contributing approximately $1.0 million to the revenue increase for
the period.
Also contributing to the overall increase in net sales was a net increase of 114
in the total number of products offered by the Company over the past twelve
months. Sales from new product introductions over the last twelve months
contributed approximately $3.1 million to the net sales increase during the
period. Additionally, as a result of the Company's promotional flyer campaign,
active customers grew to 66,000 from 62,000 in the comparable prior year period
and contributed approximately $2.5 million to the net sales increase during the
three month period. Also, the Company opened its thirty-third distribution
center in Birmingham, Alabama on September 1, 1998. The sales contribution from
this new distribution center was not significant for the current three month
period.
GROSS PROFIT
- ------------
Gross profit increased by 9.2% to $19.3 million in the three months ended
December 31, 1998 from $17.7 million in the corresponding prior year period.
Gross profit margins decreased to 33.2% for the three months ended December 31,
1998 from 34.1% for the same period last year, primarily as a result of
competitive pricing pressures across some of the Company's imported product
lines. Also, the aforementioned increased activity in the Company's direct sales
programs, which typically carry much lower gross profit margins than the
Company's warehouse shipments, was a contributing factor to the gross profit
erosion.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
- --------------------------------------------
Selling, general and administrative ("SG&A") expenses increased 10.3% to $12.6
million for the three months ended December 31, 1998, from $11.4 million for the
comparable prior year period. The increase is primarily due to occupancy and
other expenses related to the opening of three new distribution centers in the
prior year, and the opening of the Birmingham distribution center in September
1998. Also contributing to increased variable selling expenses were personnel
costs related to the above mentioned addition of ten telesalespersons. These
expenses were partially offset by decreased promotional flyer mailings versus
the same period a year ago and lower warehouse and delivery costs as a result of
increased direct sales activity.
PROVISION FOR INCOME TAXES
- --------------------------
The provision for income taxes increased $0.1 million or 6.4% to $2.5 million
for the three months ended December 31,1998 from $2.4 million for the three
months ended December 31, 1997, primarily as a result of increased operating
income.
YEAR 2000
- ---------
The Company has identified all computer-based systems and applications
(including embedded systems) that are not Year 2000, ("Y2K"), compliant and has
determined what revisions, replacements or updates are needed to achieve
compliance. Management believes that most of the systems are compliant currently
and expects the remainder to be compliant by the end of fiscal 1999.
Any costs associated with bringing the systems into compliance have been
immaterial, as the Company has not incorporated material revisions or updates to
the current systems to bring them into Y2K compliance. The Company has budgeted
approximately $20,000 to bring the remainder of the systems into Y2K compliance.
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As part of the Y2K review, the Company is examining its relationship with
certain key vendors and others with whom it has significant business
relationships to determine to the extent practical the degree of such parties'
Y2K compliance and their effect on the Company's operations. The Company does
not have a relationship with any third party vendor which is material to the
operations of the Company, and thus believes that the failure of any such party
to be Y2K compliant would not have a material adverse effect on the Company.
To date, the Company has not established a formal contingency plan for dealing
with a failure by either the Company or its third party vendors to achieve Y2K
compliance.
PART II. OTHER INFORMATION
Item 4. Submission Of Matters To A Vote Of Security Holders
a) The following person was elected to serve as Class III director for
a three-year term and received the number of votes as set opposite his name:
Name For Withheld
---- --- --------
William R. Pray 14,034,502 141,043
b) The following are the results of the vote on the ratification of
Arthur Andersen LLP as the independent public accountants of the Company:
For Against Abstain
--- ------- -------
14,172,804 531 2,210
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
(27) Financial Data Schedule
b) No Reports on Form 8-K were filed.
All other items in Part II are either inapplicable to the Company during the
quarter ended December 31, 1998, the answer is negative or a response has been
previously reported and an additional report of the information need not be made
pursuant to the instructions to Part II.
12
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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.
BARNETT INC.
REGISTRANT
DATE: FEBRUARY 2, 1999 By: /s/ Andrea Luiga
Andrea Luiga
Chief Financial Officer
(principal financial and
accounting officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 321
<SECURITIES> 0
<RECEIVABLES> 34,563
<ALLOWANCES> (1,222)
<INVENTORY> 51,092
<CURRENT-ASSETS> 87,660
<PP&E> 32,893
<DEPRECIATION> (13,878)
<TOTAL-ASSETS> 113,247
<CURRENT-LIABILITIES> 29,502
<BONDS> 0
162
0
<COMMON> 0
<OTHER-SE> 83,583
<TOTAL-LIABILITY-AND-EQUITY> 113,247
<SALES> 110,511
<TOTAL-REVENUES> 110,511
<CGS> 74,057
<TOTAL-COSTS> 74,057
<OTHER-EXPENSES> 23,841
<LOSS-PROVISION> 337
<INTEREST-EXPENSE> 66
<INCOME-PRETAX> 12,210
<INCOME-TAX> 4,704
<INCOME-CONTINUING> 7,506
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,506
<EPS-PRIMARY> 0.46
<EPS-DILUTED> 0.46
</TABLE>
