<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
---------------------
FORM 10-Q
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________________ TO ________________
COMMISSION FILE NUMBER 1-5483
WHITEHALL CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
DELAWARE 41-0838460
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2659 NOVA DRIVE, DALLAS, TEXAS
Mailing Address: P.O. Box 29709, Dallas, Texas 75229
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 214-247-8747
------------
N/A
--------------------------------------------------------------------------
(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 90 days.
Yes X No
----- -----
Number of shares outstanding of each of the issuer's classes of common stock,
as of June 30, 1994
Common Stock, $0.10 par value: 2,693,100
---------
<PAGE> 2
INDEX
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED JUNE 30, 1994
WHITEHALL CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
June 30, 1994 and December 31, 1993. . . . . . . . . 1
Condensed Consolidated Statements of Operations
Three and six months ended June 30, 1994
and 1993 . . . . . . . . . . . . . . . . . . . . . . 2
Consolidated Statements of Cash Flows
Six months ended June 30, 1994 and 1993. . . . . . . 3
Notes to Condensed Consolidated Financial Statements
June 30, 1994 . . . . . . . . . . . . . . . . . . . 4
Item 2. Management`s Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . 8
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . 8
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1994 1993
----------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 9,259,000 $ 5,325,000
Marketable securities 0 4,464,000
Accounts receivable, net 9,432,000 5,109,000
Recoverable Federal income taxes 0 3,910,000
Inventories:
Finished products 949,000 1,150,000
Products in process 426,000 301,000
Materials and supplies 3,193,000 3,251,000
----------- -----------
4,568,000 4,702,000
Prepaid expenses and other 461,000 1,739,000
----------- -----------
TOTAL CURRENT ASSETS 23,720,000 25,249,000
PROPERTY, PLANT AND EQUIPMENT 45,399,000 46,133,000
Less allowances for depreciation and amortization (38,832,000) (39,034,000)
----------- -----------
6,567,000 7,099,000
Notes receivable 1,900,000 0
Notes receivable from employees 536,000 515,000
----------- -----------
TOTAL ASSETS $32,723,000 $32,863,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 5,116,000 $ 3,899,000
Accrued environmental costs 648,000 538,000
----------- -----------
TOTAL CURRENT LIABILITIES 5,764,000 4,437,000
NON-CURRENT LIABILITIES 138,000 188,000
SHAREHOLDERS' EQUITY
Common stock, $.10 par value:
Authorized shares - 5,000,000
Issued shares - 3,773,756 377,000 377,000
Additional paid-in capital 1,053,000 1,053,000
Retained earnings 41,536,000 42,779,000
----------- -----------
42,966,000 44,209,000
Less treasury shares at cost
(1994 - 1,080,656 ; 1993 - 1,067,756) (16,145,000) (15,971,000)
----------- -----------
26,821,000 28,238,000
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $32,723,000 $32,863,000
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
1994 1993 1994 1993
------------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
Net Sales $9,233,000 $8,722,000 $14,787,000 $15,122,000
Cost of Sales 7,828,000 7,286,000 12,797,000 12,783,000
---------- ---------- ------------ ----------
Gross Profit 1,405,000 1,436,000 1,990,000 2,339,000
Operating expenses:
Selling, general and administrative expenses 1,139,000 1,660,000 2,722,000 3,008,000
Research and development expenses 1,122,000 411,000 1,678,000 650,000
---------- ---------- ------------ ----------
Total operating expenses 2,261,000 2,071,000 4,400,000 3,658,000
LOSS FROM OPERATIONS (856,000) (635,000) (2,410,000) (1,319,000)
Other income, net 572,000 156,000 1,167,000 340,000
---------- ---------- ------------ ----------
LOSS BEFORE INCOME TAXES (284,000) (479,000) (1,243,000) (979,000)
Income Tax Benefit 0 163,000 0 333,000
---------- ---------- ------------ ----------
NET LOSS $ (284,000) $ (316,000) $ (1,243,000) $ (646,000)
========== ========== ============ ==========
NET LOSS PER SHARE $ (0.11) $ (0.11) $ (0.46) $ (0.23)
========== ========== ============ ==========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
WHITEHALL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
<TABLE>
<CAPTION>
For the
Six Months Ended
June 30, June 30,
1994 1993
---------------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,243,000) $ (646,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 501,000 439,000
Gain on sale of fixed assets (511,000) 0
Accounts receivable, net (4,323,000) (81,000)
Recoverable Federal income taxes 3,910,000 634,000
Inventories 134,000 (1,437,000)
Prepaid expenses and other 1,278,000 6,000
Notes receivable from employees (21,000) (19,000)
Deferred income tax benefit and other, noncurrent 0 (335,000)
Accounts payable and accrued liabilities 1,217,000 406,000
Accrued environmental costs 110,000 (75,000)
Non-current liabilities (50,000) (75,000)
----------- -----------
Total adjustments 2,245,000 (537,000)
----------- -----------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 1,002,000 (1,183,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of marketable securities 4,464,000 2,730,000
Capital expenditures (170,000) (857,000)
Notes receivable (1,900,000) 0
Proceeds from sale of fixed assets 712,000 0
----------- -----------
CASH PROVIDED BY INVESTING ACTIVITIES 3,106,000 1,873,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (174,000) (2,737,000)
----------- -----------
CASH USED IN FINANCING ACTIVITIES (174,000) (2,737,000)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALEN 3,934,000 (2,047,000)
----------- -----------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $ 5,325,000 $ 6,687,000
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 9,259,000 $ 4,640,000
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
JUNE 30, 1994
NOTE A - BASIS OF PRESENTATION
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
Article 10 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. Certain reclassifications have been
made to 1993 amounts to conform with the 1994 presentations. Operating results
for the three and six month periods ending June 30, 1994, are not necessarily
indicative of the results that may be expected for the year ending December 31,
1994. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993.
NOTE B - NOTES RECEIVABLE
During the first quarter of 1994, a subsidiary of the Company obtained
40% ownership of a joint venture involved in the development of
aircraft-related technology and has advanced the venture $1.9 million. The
subsidiary of the Company obtained a promissory note for the advance and is
obligated to advance up to $2 million under the joint venture agreement. The
principal balance of the promissory note accrues interest at a maximum rate of
5%, and the principal balance together with accrued interest are due January 5,
1999. The note is secured by certain assets of the joint venture.
NOTE C - COMMITMENTS AND CONTINGENCIES
On May 10, 1991, an action was filed in the District Court of Dallas
County, Texas by Lee D. Webster, former Chairman, Chief Executive Officer and
President of Whitehall, against the Company, each of its directors (other than
Mr. Webster) and Cambridge Capital Fund, L.P., alleging, among other things,
that (i) the defendants' actions, both individually and in concert, constituted
willful interference with Mr. Webster's employment relationship with the
Company and were the direct cause of Mr. Webster's termination as its
President and Chairman of the Board, and (ii) that the defendants' actions
forced Mr. Webster into retirement without providing Mr. Webster with
retirement benefits which Mr. Webster was purportedly promised. In his second
amended petition Mr. Webster asserts the following causes of action against the
defendants: Tortious interference with contractual relations; intentional
infliction of emotional distress; breach of oral contract; promissory
estoppel/detrimental reliance; breach of fiduciary duty; breach of duty of good
faith and fair dealing; declaratory judgment; and wrongful termination under
the "Whistle Blower Act." The second amended petition seeks compensatory and
punitive damages in excess of $70 million. The defendants believe that the
allegations contained in the petition are without merit and intend to
vigorously defend the action.
On September 22, 1992, Mr. Webster filed an action in the District
Court of Dallas County, Texas, against First City, Texas-Dallas, the Company
and an employee of the Company. As receiver for First City, Texas-Dallas, the
Federal Deposit Insurance Corporation intervened and removed this case to
Federal Court. The petition alleges, among other things, that (i) the Company
interfered with Mr. Webster's existing and prospective contractual relationship
with the employee and First City, a national banking institution; (ii) the
Company has converted to its own use the employee's stock which allegedly is
now owned by Mr.
4
<PAGE> 7
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)- (CONTINUED)
NOTE C - COMMITMENTS AND CONTINGENCIES (CONTINUED)
Webster, (iii) the Company, First City and the employee conspired to commit
fraud against Mr. Webster; and (iv) the actions of the Company, First City, and
the employee were intentionally done to cause Mr. Webster emotional distress.
The petition seeks, among other things, not less than $1 million in
compensatory damages, not less than $5 million in exemplary damages and not
less than $1 million as damages for emotional distress. By Orders dated June
2, 1994 and June 20, 1994, the Company was granted an interlocutory summary
judgment on all claims alleged by Mr. Webster. The Company anticipates that
Mr. Webster will appeal the summary judgment when it becomes a final judgment.
Management intends to vigorously defend any appeal.
On January 11, 1993, Mr. Webster filed an action in the District Court
of Dallas County, Texas, against NationsBank of Texas, N.A., the Company and a
former employee of the Company. As receiver for First Republic Bank Dallas,
N.A., the Federal Deposit Insurance Corporation intervened and removed this
case to Federal Court. The petition alleged, among other things, that (i) the
Company had converted to its own use the former employee's Company stock
allegedly owned by Mr. Webster (ii) the Company, NationsBank and the former
employee conspired to commit fraud against Mr. Webster, and (iii) the actions
of the Company, NationsBank and the former employee were intentionally done to
cause Mr. Webster emotional distress. The petition sought, among other things,
not less than $1 million in compensatory damages, not less than $5 million in
exemplary damages and not less than $1 million as damages for emotional
distress. On April 29, 1994, the Company's motion for Summary Judgment was
granted by the court and this case was dismissed. Mr. Webster has filed an
appeal of this case. Management intends to vigorously defend the appeal.
Aero has been subject to Environmental Protection Agency regulations
with respect to a surface impoundment and a spray irrigation field located at
the Lake City, Florida facility. Aero has reclaimed the surface impoundment
and is in a remediation and monitoring stage. The Company does not anticipate
any material direct effects upon the capital expenditures, earnings and
competitive position of the Company from compliance with present Federal, State
and local provisions which have been enacted or adopted regulating the
discharge of materials into the environment, or otherwise relating to the
protection of the environment. The Company does expect, however, that
compliance with such regulations will require, from time to time, both
increased operating costs and capital expenditures which may be substantial.
The Company recorded a provision of $1,233,000 in 1991 for anticipated
environmental remediation costs at the Aero facility. To comply with the
financial assurances required by the Florida Department of Environmental
Regulation (FDER), the Company requested and a bank issued a standby letter of
credit in the amount of $3,766,946 in favor of the FDER.
The Company is also involved in certain legal proceedings in the
normal course of its business.
After consultation with counsel, management is of the opinion that the
outcome of the above-mentioned proceedings will not have a material effect on
the financial position or results of operations of the Company.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OPERATING RESULTS
Whitehall Corporation's consolidated sales for the three months ended
June 30, 1994 were $9,233,000, a 6% increase over the second quarter of 1993.
Sales for the second quarter of 1994 increased by 17% in the Aircraft
Maintenance segment and were partially offset by a 25% decline in the Ocean
Systems segment and a 14% decrease in the Electronics segment. Aircraft
Maintenance sales reflect additional commercial aircraft maintenance work. The
Ocean Systems segment continues to be adversely affected by the reductions in
defense spending. The decline in sales in the Electronics segment resulted from
rescheduled component deliveries per a customer request.
A loss from operations of $856,000 was recorded by the Company for the
second quarter of 1994 compared to a $635,000 loss for the same period of 1993.
The loss for the second quarter of 1994 includes approximately $900,000 in
costs related to the prototype digital streamer developed by the Ocean Systems
segment. Management has elected to expense these costs in the current period.
The net loss of $284,000 for the second quarter ended June 30, 1994
includes a gain of approximately $500,000, classified as other income, related
to the sale of idle assets of the Company. The net loss for the second quarter
of 1993 totaled $316,000.
Net sales for the six month period ended June 30, 1994 decreased by
$335,000, or 2%, over net sales in the same period of 1993. The decrease was
primarily attributable to the Ocean Systems segment (23%) and the Electronics
segment (10%), partially offset by an increase in sales in the Aircraft
Maintenance segment (5%).
The loss from operations for the six month period ended June 30, 1994
increased by $1,091,000, or 83% when compared to the same period of 1993. This
increase is primarily attributable to an increase in research and development
expense of $1,028,000 in 1994 which includes the $900,000 of costs related to
the digital streamer prototype previously discussed.
Other income for the six month period ending June 30, 1994 consists
primarily of interest earned on Federal Income Tax refunds, invested cash and
gains on the sale of idle assets.
FINANCIAL CONDITION
During the first six months of 1994, cash provided by operations
totaled $1,002,000, as compared to cash used in operations of $1,183,000 in the
same period of 1993. The Company's capital expenditures totaled $170,000
during the first six months of 1994 compared to $857,000 during the same period
of 1993. In the first quarter of this year a subsidiary of the Company advanced
funds to a joint venture involved in the development of aircraft related
technology.
Cash and cash equivalents increased during the first half of 1994 by
$3,934,000, primarily as a result of the cash provided by operating activities
and marketable securities sales of $4,464,000.
During the first half of 1994 the Company acquired 12,900 shares of
its common stock in open market transactions at prices averaging $13.44 per
share. At June 30, 1994 there were approximately 121,100 additional shares
available for repurchase under the Company's current repurchase authorization.
The Company may continue to acquire stock as market conditions warrant.
Backlog at June 30, 1994 totaled $10,632,000. Backlog is primarily
attributable to the Aircraft Maintenance segment and reflects management's
6
<PAGE> 9
estimate of revenues for aircraft maintenance based on customer provided
aircraft input dates.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information contained in Item 3 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993, is incorporated herein by
reference.
On May 10, 1991, an action was filed in the District Court of Dallas
County, Texas by Lee D. Webster, former Chairman, Chief Executive Officer and
President of Whitehall, against the Company, each of its directors (other than
Mr. Webster) and Cambridge Capital Fund, L.P., alleging, among other things,
that (i) the defendants' actions, both individually and in concert, constituted
willful interference with Mr. Webster's employment relationship with the
Company and were the direct cause of Mr. Webster's termination as its
President and Chairman of the Board, and (ii) that the defendants' actions
forced Mr. Webster into retirement without providing Mr. Webster with
retirement benefits which Mr. Webster was purportedly promised. In his second
amended petition Mr. Webster asserts the following causes of action against the
defendants: Tortious interference with contractual relations; intentional
infliction of emotional distress; breach of oral contract; promissory
estoppel/detrimental reliance; breach of fiduciary duty; breach of duty of good
faith and fair dealing; declaratory judgment; and wrongful termination under
the "Whistle Blower Act." The second amended petition seeks compensatory and
punitive damages in excess of $70 million. The defendants believe that the
allegations contained in the petition are without merit and intend to
vigorously defend the action.
On September 22, 1992, Mr. Webster filed an action in the District
Court of Dallas County, Texas, against First City, Texas-Dallas, the Company
and an employee of the Company. As receiver for First City, Texas-Dallas, the
Federal Deposit Insurance Corporation intervened and removed this case to
Federal Court. The petition alleged, among other things, that (i) the Company
interfered with Mr. Webster's existing and prospective contractual relationship
with the employee and First City, a national banking institution; (ii) the
Company has converted to its own use the employee's Company stock which
allegedly is now owned by Mr. Webster, (iii) the Company, First City and the
employee conspired to commit fraud against Mr. Webster; and (iv) the actions of
the Company, First City, and the employee were intentionally done to cause Mr.
Webster emotional distress. The petition sought, among other things, not less
than $1 million in compensatory damages, not less than $5 million in exemplary
damages and not less than $1 million as damages for emotional distress. By
orders dated June 2, 1994 and June 20, 1994, the Company was granted an
interlocutory summary judgment on all claims alleged by Mr. Webster. The
Company anticipates that Mr. Webster will appeal the summary judgment when it
becomes final judgment. Management intends to vigorously defend any appeal.
On January 11, 1993, Lee D. Webster, former Chairman, Chief Executive
Officer and President of Whitehall, filed an action in the District Court of
Dallas County, Texas, against NationsBank of Texas, N.A., the Company and a
former employee of the Company. As receiver for First Republic Bank Dallas,
N.A., the Federal Deposit Insurance Corporation intervened and removed this
case to Federal Court. The petition alleged, among other things, that (i) the
Company had converted to its own use the former employee's Company stock
allegedly owned by Mr. Webster (ii) the Company, NationsBank and the former
employee conspired to commit fraud against Mr. Webster, and (iii) the actions
of the Company, NationsBank and the former employee were intentionally done to
cause Mr. Webster emotional distress. The petition sought, among other
things, not less than $1 million in compensatory damages, not less than $5
million in exemplary damages and not less than $1 million as damages for
emotional distress. On April 29, 1994, the Company's motion for Summary
Judgment was granted by the court and this case
7
<PAGE> 10
was dismissed. Mr. Webster has filed an appeal of this case. Management
intends to vigorously defend the appeal.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant held its Annual Meeting of Stockholders on May 16, 1994
in New York, New York. Stockholders re-elected George F. Baker, Bruce C.
Conway, Arthur H. Hutton, John J. McAtee, Jr., Jack S. Parker, Lewis S. White
and John H. Wilson, III as Directors of the Company to serve until the next
Annual Meeting of Stockholders. Voting results are presented below.
Stockholders also ratified the appointment of Arthur Andersen & Co., certified
public accountants, as auditors of the Company for the fiscal year ending
December 31, 1994 (2,253,331 votes for, 6,565 votes against and 9,700 votes
abstaining).
<TABLE>
<CAPTION>
Votes Votes Votes
Name For Withheld Abstaining
---- --- -------- ----------
<S> <C> <C> <C>
George F. Baker 2,228,829 9,627 31,140
Bruce C. Conway 2,228,829 9,627 31,140
Arthur H. Hutton 2,228,829 9,627 31,140
John J. McAtee, Jr. 2,228,829 9,627 31,140
Jack S. Parker 2,228,829 9,627 31,140
Lewis S. White 2,228,829 9,627 31,140
John H. Wilson, III 2,228,829 9,627 31,140
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following Exhibit is included herein:
(11) Statement re: computation of earnings per share
The Registrant did not file any reports on Form 8-K during the three
months ended June 30, 1994.
8
<PAGE> 11
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.
WHITEHALL CORPORATION
Date August 12, 1994 By /s/ G. F. Baker
George F. Baker, President
Date August 12, 1994 By /s/ E. F. Campbell, III
E. Forrest Campbell, III, Treasurer
9
<PAGE> 12
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- - ------- ------- -----------
11 Statement re: computation of earnings per share
<PAGE> 1
(11)--STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
For the For the
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ------------------------------
1994 1993 1994 1993
--------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Primary
Average shares outstanding 2,693,100 2,799,260 2,695,834 2,838,641
========= ========= =========== =========
Net Loss $(284,000) $(316,000) $(1,243,000) $(646,000)
========= ========= =========== =========
Net Loss per share $ (0.11) $ (0.11) $ (0.46) $ (0.23)
========= ========= =========== =========
</TABLE>
Common stock options are not included in earnings per share computations since
their effect is not significant or is antidilutive.
