<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO 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...............SEPTEMBER 30, 1996
OR
( ) TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
COMMISSION FILE NUMBER 0-27206
SPACEHAB, INCORPORATED
1595 SPRING HILL ROAD
SUITE 360
VIENNA, VIRGINIA 22182
(703) 821-3000
<TABLE>
<S> <C>
Incorporated in the State of Washington IRS Employer
Identification
No. 91-1273737
</TABLE>
The number of shares of Common Stock outstanding as of the close of business on
October 22, 1996:
<TABLE>
<S> <C>
Class Number of Shares Outstanding
----- ----------------------------
Common Stock 11,071,237
</TABLE>
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
------ -----
<PAGE> 2
SPACEHAB, INCORPORATED
SEPTEMBER 30, 1996 QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART 1 - FINANCIAL INFORMATION PAGE
------------------------------ ----
<S> <C>
Item 1. Unaudited Financial Statements
Condensed Balance Sheets as of June 30, and September 30, 1996..................... 3
Condensed Statements of Operations for the
Three months ended September 30, 1996 and 1995..................................... 4
Condensed Statements of Cash Flows for the
Three Months Ended September 30, 1996 and 1995..................................... 5
Notes to Condensed Financial Statements ........................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ......................................................... 7
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders ............................... 10
Item 6. Exhibits and Reports on Form 8-K ................................................. 10
</TABLE>
2
<PAGE> 3
PART 1: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SPACEHAB, INCORPORATED
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
1996 1996
(AUDITED) (UNAUDITED)
--------------- ----------------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents $ 50,795,548 $ 44,991,827
Receivable from NASA 5,445,765 6,170,315
Prepaid and other assets 184,660 861,996
---------------- ------------------
Total current assets 56,425,973 52,024,138
Property, plant and equipment, net of
accumulated depreciation and amortization
of $27,987,042 and $30,433,697 70,490,451 68,931,035
Deferred mission costs 2,705,422 4,577,583
Other assets, net 86,769 92,822
---------------- ------------------
Total assets $ 129,708,615 $ 125,625,578
================ ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loan payable under credit agreement, current portion $ 2,500,000 $ 500,000
Accounts payable and accrued expenses 3,270,882 1,415,997
Accrued consulting and subcontracting services 4,712,733 3,885,673
---------------- ------------------
Total current liabilities 10,483,615 5,801,670
Loans payable under credit agreement, net of current portion 6,179,062 1,500,000
Notes payable to shareholder 9,968,503 10,266,201
Convertible note payable 1,170,338 1,189,463
Deferred flight revenue 30,311,227 39,047,926
---------------- ------------------
Total liabilities 58,112,745 57,805,260
---------------- ------------------
Commitments
Stockholders' equity
Common stock, no par value, authorized
30,000,000 shares, issued and outstanding
11,069,237 and 11,071,237 shares, respectively 79,862,700 79,886,700
Additional paid-in capital 16,299 16,299
Accumulated deficit (8,283,129) (12,082,681)
---------------- ------------------
Total stockholders' equity 71,595,870 67,820,318
---------------- ------------------
Total liabilities and stockholders' equity $ 129,708,615 $ 125,625,578
================ ==================
</TABLE>
See accompanying notes to unaudited condensed financial statements.
3
<PAGE> 4
SPACEHAB, INCORPORATED
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
1995 1996
----------------- ------------------
<S> <C> <C>
Revenue $ - $ 113,242
Cost of revenues:
Integration and operations 3,415,300 2,547,255
Depreciation 2,064,104 2,376,139
------------------ -----------------
Total costs of revenue 5,479,404 4,923,394
Gross profit (loss) (5,479,404) (4,810,152)
Operating expenses:
Marketing, general and administrative 1,378,653 1,360,407
Research and development - -
------------------ -----------------
Total operating expenses 1,378,653 1,360,407
------------------ -----------------
Income (loss) from operations (6,858,057) (6,170,559)
Interest expense, net of capitalized amounts 353,035 360,282
Interest and other income - (354,909)
Other expense 52,599 897,649
------------------ -----------------
Income (loss) before income taxes (7,263,691) (7,073,581)
Income tax expense 15,664 -
------------------ -----------------
Net income (loss) before extraordinary item $ (7,279,355) $ (7,073,581)
Extraordinary item - gain on early retirement of debt, net 0 3,274,029
------------------ -----------------
Net income (loss) $ (7,279,355) $ (3,799,552)
Net (loss) per common and common equivalent share:
Net (loss) before extraordinary item (1.08) (0.64)
Extraordinary item - 0.30
------------------ -----------------
Net income (loss) per common and common equivalent share
$ (1.08) $ (0. 34)
================== =================
Shares used in computing net income (loss)
per common and common equivalent share 6,764,276 11,070,910
================== =================
</TABLE>
See accompanying notes to unaudited condensed financial statements.
4
<PAGE> 5
SPACEHAB, INCORPORATED
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
1995 1996
--------------- ----------------
<S> <C> <C>
Cash flows provided by operating activities:
Net income (loss) $ (7,279,355) $ (3,799,552)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 2,120,722 2,446,655
Gain on early retirement of debt, net of taxes, before
legal expenses - (3,384,016)
Interest converted to notes payable 277,097 316,823
Changes in assets and liabilities:
Decrease (increase) in accounts receivable (1,716,828) (724,550)
Decrease (increase) in prepaid and other
current assets (24,218) (677,336)
Decrease (increase) in deferred mission costs (1,525,431) (1,872,161)
Decrease (increase) in other assets (165,968) (6,053)
Increase (decrease) in deferred flight revenue 11,094,686 8,736,699
Increase (decrease) in accounts payable
and accrued expenses 677,460 (2,105,524)
Increase (decrease) in accrued consulting
and subcontracting services 351,342 (827,060)
----------------- -----------------
Total adjustments 11,088,862 1,903,477
----------------- -----------------
Net cash provided (used) by operating activities 3,809,507 (1,896,075)
----------------- -----------------
Cash flows used by investing activities:
Payments for modules in construction (2,905,691) (2,232)
Purchase of property and equipment (19,415) (634,368)
----------------- -----------------
Net cash used by investing activities (2,925,106) (636,600)
----------------- -----------------
Cash flows used by financing activities:
(Payment to) Proceeds of note payable to Insurers 281,660 (3,185,060)
Payment of legal fees on early retirement of debt (109,986)
Proceeds from loan payable to shareholder 837,478
Proceeds from issuance of common stock 3,600,000 24,000
----------------- -----------------
Net cash provided (used) by
financing activities 4,719,138 (3,271,046)
----------------- -----------------
Net increase (decrease) in cash
and cash equivalents 5,603,539 (5,803,721)
Cash and cash equivalents at beginning of period 1,437,481 50,795,548
----------------- -----------------
Cash and cash equivalents at end of period $ 7,041,020 $ 44,991,827
================= =================
</TABLE>
See accompanying notes to unaudited condensed financial statements.
5
<PAGE> 6
SPACEHAB, INCORPORATED
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
In the opinion of management, the accompanying unaudited condensed financial
statements reflect all adjustments consisting of only normal recurring accruals
necessary for a fair presentation of the financial position of SPACEHAB,
INCORPORATED ("SPACEHAB" or the "Company") as of September 30, 1996, and the
results of its operations and cash flows for the three months ended September
30, 1995 and 1996. However, the financial statements are unaudited, and do not
include all related footnote disclosures. The results of operations for the
three months ended September 30, 1996 are not necessarily indicative of the
results that may be expected for the full year. The Company's results of
operations fluctuate significantly from quarter to quarter. The interim
unaudited condensed financial statements should be read in conjunction with the
Company's audited financial statements appearing in the Company's Form 10-K/A
for the period ended June 30, 1996.
2. REVENUE RECOGNITION:
Revenue will continue to be recognized at the completion of each of the
remaining missions under the existing Commercial Middeck Augmentation Module
and the Russian Space Station Mir contracts, including options. For new
contract awards for which the capability to successfully complete the contract
can be demonstrated at contract inception, revenue recognition under the
percentage-of-completion method will be reported based on costs incurred over
the period of the contract. During the first quarter of fiscal 1997, SPACEHAB
began integration work on two international experiments, one for NASDA, the
Japanese Space Agency, and one for ESA, the European Space Agency. The
Company's revenue for the quarter ended September 30, 1996 was the first new
business to report revenue under this accounting method. The percentage of
completion method will result in the recognition of revenue over the period of
contract performance, thereby decreasing the quarter by quarter fluctuation of
reported revenue.
3. STATEMENTS OF CASH FLOWS - SUPPLEMENTAL INFORMATION.
(a) Cash paid for interest costs was approximately $300,000 and $360,000 for
the three months ended September 30, 1995 and 1996, respectively. The Company
capitalized interest of approximately $167,000 during the three months ended
September 30, 1995. No amounts were capitalized during the three months ended
September 30, 1996.
(b) The Company paid approximately $16,000 and $1.4 million for income taxes
during the three months ended September 30, 1995 and 1996, respectively.
4. AMENDED AND RESTATED CREDIT AGREEMENT:
Effective August 29, 1996, the Company entered into an amended and restated
credit agreement with its two senior lenders, which became effective on August
20, 1996. As a result of this agreement the Company has recognized an
extraordinary gain of approximately $4.2 million, before applicable income
taxes and other related expenses. Prior to the completion of this August 20,
1996 amendment, SPACEHAB had outstanding debt under the credit agreement of
$8.7 million to one of the senior lenders, $3.2 million bearing interest at a
rate of 1% per month and $5.5 million non-interest bearing. A payment of $2.5
million was made on August 20, 1996 and an unsecured note in the amount of $2
million was given by SPACEHAB to this senior lender. The $2 million note is
non-interest bearing and will be repaid over five years beginning in August
1997. All other remaining indebtedness to this senior lender was canceled.
There was no outstanding indebtedness to the second senior lender and the
Company projected no requirements for borrowing under the $6 million revolving
line of credit provided by the second senior lender. This lending commitment
was terminated in the August 20, 1996 amendment and restatement in exchange
for release of all liens and restrictive covenants of this second lender.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This document may contain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including (without limitation) under the
"General" and "Liquidity and Capital Resources" sections of this Item 2. Such
statements are subject to certain risks and uncertainties, including those
discussed herein, that could cause actual results to differ materially from
those projected in such statements.
GENERAL
SPACEHAB, Incorporated ("SPACEHAB" or the "Company") was incorporated in 1984
to commercially develop space habitat modules to operate in the cargo bay of a
Space Shuttles.
SPACEHAB recognizes revenue under its two principal contracts with the U.S.
National Aeronautics and Space Administration ("NASA"), the CMAM Contract and
the Mir Contract, upon the completion of each Space Shuttle mission carrying
SPACEHAB Modules. The CMAM contract supports scientific and commercial
microgravity research on five Space Shuttle flights while the Mir Contract
provides logistics to the Russian Mir Space Station. Revenue is comprised of
payment for leasing lockers and/or volume within the SPACEHAB Modules and for
the integration and operations support services provided to scientists and
researchers responsible for the experiments and/or logistics supplies for
SPACEHAB missions aboard the shuttle system. In late September of 1996,
SPACEHAB entered into an agreement with the Japanese Space Agency (NASDA) and
with the European Space Agency (ESA), (the "NASDA/ESA" contract), pursuant to
which SPACEHAB will provide hardware and integration operations of scientific
microgravity experiments to NASDA and ESA aboard the SPACEHAB Double Module on
STS-84. This mission is currently scheduled for May of 1997. The Company
expects to recognize additional revenue during fiscal 1997 of approximately
$4.14 million.
Costs of revenue include integration and operations expenses associated with
the performance of two types of efforts: (i) sustaining engineering in support
of all missions under a contract and (ii) mission specific experiment support.
Expenses associated with sustaining engineering are expensed as incurred.
Mission specific expenses relating to the CMAM Contract and the Mir Contract
are recorded as assets and not expensed until the specific Space Shuttle
mission is flown and the related revenue is recognized. Costs associated with
performance of the NASDA/ESA contract are expensed as incurred. Other costs of
revenue include depreciation expense, which is allocated to each SPACEHAB
Module ratably over a ten year useful life. Flight related insurance covering
transportation of the SPACEHAB Modules from SPACEHAB's payload processing
facility to the Space Shuttle, in-flight insurance and third-party liability
insurance are also included in costs of revenue and are recorded as incurred.
Marketing, general and administrative, interest, and other expenses are
recognized when incurred.
RESULTS OF OPERATIONS
For the three months ended September 30, 1996 as compared to the three months
ended September 30, 1995.
Revenue. The Company recorded revenue of $113,242 and $0 for the three months
ended September 30, 1996 and 1995, respectively. In accordance with the
Company's revenue recognition policy for the Mir and the CMAM Contracts,
revenue is recorded at the completion of a mission when the SPACEHAB modules
are returned to the Company. Although a SPACEHAB module did fly aboard the
Space Shuttle during the quarter, it was not returned to the Company until the
second quarter of fiscal 1997. Revenue will be recognized for the final
portion of the CMAM contract and the second Mir mission during the second
quarter of the 1997 fiscal year. The revenue for the quarter ended September
30, 1996 was related
7
<PAGE> 8
to the NASDA/ESA contract and is recorded using the percentage of completion
method of revenue recognition.
Costs of Revenue. Costs of revenue for the quarter ended September 30, 1996
decreased 11.0% to $4.9 million, as compared to $5.5 million for quarter ended
September 30, 1995. This decrease is due primarily to a decrease of
approximately $900,000 of integration and operations expenses offset by an
increase in depreciation of approximately $300,000 attributable to the
completed Double Module. Integration and operations costs relating to the CMAM
and the Mir Contracts were $0.6 million and $1.8 million, respectively, for the
quarter ended September 30, 1996, as compared with $1.5 million and $1.9
million, respectively, for the quarter ended September 30, 1995. Additionally,
NASDA/ESA contract costs were approximately $0.1 million for the quarter ended
September 30, 1996.
Operating Expenses. Operating expenses were approximately $1.4 million for
the three months ended September 30, 1996 and 1995.
Interest Expense. Interest expense was approximately $360,000 for the three
months ended September 30, 1996 as compared to approximately $300,000 the three
months ended September 30, 1995. There were no capitalized interest amounts for
the quarter ended September 30, 1996 as compared to approximately $167,000 for
the quarter ended September 30, 1995. Interest was capitalized based on amounts
invested in the construction of the Company's Double Module which was placed in
service during the first quarter of fiscal year 1997.
Net Loss. Net loss before extraordinary item was $7.1 million, or $0.64 per
share for the quarter ended September 30, 1996, on 11,070,910 shares, as
compared to net loss of $7.3 million, or $1.08 per share for the quarter ended
September 30, 1995, on 6,764,276 shares. As a result of the early retirement
of debt due to a group of senior lenders, an extraordinary gain of $3.3
million, net of taxes, or $0.30 per share, was recorded during the quarter
ended September 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its capital expenditures, research and
development and working capital requirements with progress payments under both
the CMAM Contract and the Mir Contract, and proceeds received from private
equity offerings and borrowings under credit facilities. During December
1995, SPACEHAB completed an initial public offering of common stock (the
"Offering") which provided the Company with net proceeds of approximately $43.5
million.
Cash Flows From Operating Activities. Cash provided by or (used in)
operations for the three months ended September 30, 1996 and 1995, were ($1.9)
million and $3.8 million respectively. Substantially all of the decrease is
the result of a decrease in progress payments received under the CMAM Contract.
Cash Flows from Investing Activities. For the three months ended September
30, 1996 and 1995, cash flows from investing activities consisted of capital
expenditures of approximately $0.6 and $2.9 million, respectively.
Substantially all of the expenditures in the prior year were attributed to the
construction of the Company's Double Module. During the first quarter of
fiscal 1997, the Company began work on its Science Double Module which it
expects to be completed in late 1998. The Company anticipates that it will
spend between $20.0 million and $25.0 million on the project.
Cash Flows from Financing Activities. Cash flows provided by or (used in)
financing activities were approximately ($3.3) million and $4.7 million for the
three months ended September 30, 1996 and 1995, respectively. On August 20,
1996, the Credit Agreement was amended and restated. Under this amendment, the
revolving credit commitment from McDonnell Douglas was canceled. In addition,
in exchange for the full satisfaction of two term loans owed to a group of
insurance companies, the Company
8
<PAGE> 9
paid $2.5 million to said companies at closing and agreed to pay an additional
$2.0 million under a new non-interest bearing term loan. The new term loan is
due in installments of $0.5 million in each of August 1997 and 1998, and $0.333
million in each of August 1999, 2000 and 2001. Under the new agreement all
prior liens and encumbrances on the Company's assets and all prior restrictive
covenants have been released. A significant portion of the cash provided by
financing activities during the three months ended September 30, 1995 was
provided by the proceeds of approximately $3.6 million from the Company's
issuance of common stock in a private placement.
The Company believes that cash flows from the Offering and from a private
equity offering conducted in 1995 will be sufficient to meet its cash flow
deficit from operations and other funding requirements for at least the next
twelve months.
9
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS UPON 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. The separate Index to Exhibits accompanying this filing
is incorporated herein by reference.
(b) Reports on Form 8-K. No Report on Form 8-K was filed during the
period ended September 31, 1996.
EXHIBIT NO. DESCRIPTION OF EXHIBITS
----------- ------------------------
10.1** NASDA Contract, dated July 1996, between the
Registrant and Mitsubishi Corporation (the "NASDA/ESA
Contracts").
10.2** ESA Contract, dated September 18, 1996, between the
Registrant and INTOSPACE GmbH (the "NASDA/ESA
Contracts")
10.3* Amended and Restated Credit Agreement, dated August
20, 1996, among the Registrant, the insurers listed
therein and the Chase Manhattan Bank (National
Association), as agent.
11. Statement re Computation of Per Share Earnings.
27. Financial Data Schedule
* Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the year ending June 30, 1996 filed with the
Securities and Exchange Commission on September 17, 1996.
** Incorporated by reference to the Registrant's Form 10-Q for
the quarter ended September 30, 1996 filed with the Securities
and Exchange Commission on November 12, 1996.
10
<PAGE> 11
SIGNATURE
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.
SPACEHAB, INCORPORATED
Date: December 17, 1996 /s/ MARGARET E. GRAYSON
- ------------------------ -----------------------
Margaret E. Grayson
Vice President of Finance (CFO)
Treasurer, and Assistant Secretary
(Principal Financial and Accounting
Officer)
11
<PAGE> 1
EXHIBIT 11
SPACEHAB, INCORPORATED
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
THREE MONTHS
ENDED SEPTEMBER 30,
1995 1996
------------------------------------------------------
<S> <C> <C>
Net Income (Loss) and Adjusted Earnings:
Net income (loss) applicable to common
shareholders used for primary
computations $ (7,279,355) $ (3,799,553)
======================== ======================
Fully diluted adjustments:
Savings in convertible note payable interest expense,
net of tax 17,951 19,125
------------------------ ----------------------
Adjusted net income (loss) applicable to
common shareholders assuming full dilution $ (7,279,355) $ (3,780,480)
======================== ======================
Average number of shares of common stock
common stock equivalents used for primary
computation 6,764,276 11,070,910
======================== ======================
Fully diluted adjustments (2):
Weighted Average Shares and Share
Equivalents Outstanding:
Assumed exercise of options and warrants 0 0
Assumed conversion of convertible debt 75,000 75,000
------------------------ ----------------------
Total number of shares assumed to be
outstanding after full dilution 6,839,276 11,145,910
======================== ======================
Earnings Per Share:
Income (loss) per common and common equivalent share:
Net (loss) before extraordinary item (1.08) (0.64)
Extraordinary item - 0.30
------------------------ ----------------------
Primary (1) $ (1.08) $ (0.34)
======================== ======================
Net (loss) before extraordinary item (1.06) (0.64)
Extraordinary item - 0.30
------------------------ ----------------------
Fully Diluted (2): $ (1.06) $ (0.34)
======================== ======================
</TABLE>
(1) The assumed exercise of options and warrants in periods of net loss are
anti-dilutive and are not included in the computation and presentation of
primary earnings per share.
(2) The assumed exercise of options, warrants, conversion of convertible debt,
and conversion of preferred stock are anti-dilutive but are included in
the calculation of fully dilutive earnings per share in accordance with
Regulation S-K Item 601 (a)(11).
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 44,991,827
<SECURITIES> 0
<RECEIVABLES> 6,170,315
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 52,024,138
<PP&E> 99,364,732
<DEPRECIATION> 30,433,697
<TOTAL-ASSETS> 125,625,578
<CURRENT-LIABILITIES> 5,801,670
<BONDS> 0
0
0
<COMMON> 79,886,700
<OTHER-SE> (12,066,382)
<TOTAL-LIABILITY-AND-EQUITY> 125,625,578
<SALES> 113,242
<TOTAL-REVENUES> 113,242
<CGS> 4,923,394
<TOTAL-COSTS> 6,283,801
<OTHER-EXPENSES> 897,649
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 360,282
<INCOME-PRETAX> (7,073,581)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 3,274,029
<CHANGES> 0
<NET-INCOME> (3,799,552)
<EPS-PRIMARY> (0.34)
<EPS-DILUTED> (0.34)
</TABLE>
