<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 SEPTEMBER 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 September 30, 1994
Common Stock, $0.10 par value: 2,706,300
<PAGE> 2
INDEX
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 1994
WHITEHALL CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
September 30, 1994 and December 31, 1993 . . . . . . . . . . . . . . . . . . 1
Condensed Consolidated Statements of Operations
Three and nine months ended September 30, 1994 and 1993 . . . . . . . . . . 2
Consolidated Statements of Cash Flows
Nine months ended September 30, 1994 and 1993 . . . . . . . . . . . . . . . 3
Notes to Condensed Consolidated Financial Statements
September 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 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1994 1993
------------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $7,476,000 $5,325,000
Marketable securities 0 4,464,000
Accounts receivable, net 8,785,000 5,109,000
Recoverable Federal income taxes 0 3,910,000
Inventories:
Finished products 925,000 1,150,000
Products in process 921,000 301,000
Materials and supplies 4,086,000 3,251,000
------------- ------------
5,932,000 4,702,000
Prepaid expenses and other 570,000 1,739,000
------------- ------------
TOTAL CURRENT ASSETS 22,763,000 25,249,000
PROPERTY, PLANT AND EQUIPMENT 26,137,000 46,133,000
Less allowances for depreciation and amortization (19,777,000) (39,034,000)
------------- ------------
6,360,000 7,099,000
Notes receivable 2,000,000 0
Notes receivable from employees 546,000 515,000
------------- ------------
TOTAL ASSETS $31,669,000 $32,863,000
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $4,034,000 $3,899,000
Accrued environmental costs 724,000 538,000
------------- ------------
TOTAL CURRENT LIABILITIES 4,758,000 4,437,000
NON-CURRENT LIABILITIES 113,000 188,000
SHAREHOLDERS' EQUITY
Common stock, $.10 par value:
Authorized shares - 5,000,000
Issued shares (1994 - 3,786,956; 1993 - 3,773,756) 379,000 377,000
Additional paid-in capital 1,200,000 1,053,000
Retained earnings 41,364,000 42,779,000
------------- ------------
42,943,000 44,209,000
Less treasury shares at cost
(1994 - 1,080,656 ; 1993 - 1,067,756) (16,145,000) (15,971,000)
------------- ------------
26,798,000 28,238,000
------------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $31,669,000 $32,863,000
============= ============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
<TABLE>
<CAPTION>
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
1994 1993 1994 1993
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net Sales $8,698,000 $8,079,000 $23,485,000 $23,201,000
Cost of Sales 7,594,000 6,843,000 20,391,000 19,626,000
---------- ---------- ----------- -----------
Gross Profit 1,104,000 1,236,000 3,094,000 3,575,000
Operating expenses:
Selling, general and adminstration 1,142,000 1,533,000 3,864,000 4,541,000
Research and development 214,000 180,000 1,892,000 830,000
---------- ---------- ----------- -----------
Total operating expense 1,356,000 1,713,000 5,756,000 5,371,000
LOSS FROM OPERATIONS (252,000) (477,000) (2,662,000) (1,796,000)
Other income, net 80,000 373,000 1,247,000 713,000
---------- ---------- ----------- -----------
LOSS BEFORE INCOME TAXES (172,000) (104,000) (1,415,000) (1,083,000)
Income Tax Benefit 0 35,000 0 368,000
---------- ---------- ----------- -----------
NET LOSS ($172,000) ($69,000) ($1,415,000) ($715,000)
========== ========== =========== ===========
NET LOSS PER SHARE ($0.06) ($0.03) ($0.52) ($0.25)
========== ========== =========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
WHITEHALL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
<TABLE>
<CAPTION>
For the
Nine Months Ended
September 30, September 30,
1994 1993
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($1,415,000) ($715,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 747,000 665,000
Gain on sale of fixed assets (511,000) (240,000)
Accounts receivable, net (3,686,000) 198,000
Recoverable Federal income taxes 3,910,000 634,000
Inventories (1,230,000) (2,228,000)
Prepaid expenses and other 1,169,000 (109,000)
Notes receivable from employees (21,000) (29,000)
Deferred income tax benefit and other, noncurrent 0 (368,000)
Accounts payable and accrued liabilities 135,000 1,002,000
Accrued environmental costs 186,000 (137,000)
Non-current liabilities (75,000) (100,000)
----------- -----------
Total adjustments 624,000 (712,000)
----------- -----------
CASH USED IN OPERATING ACTIVITIES (791,000) (1,427,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of marketable securities 4,464,000 4,182,000
Capital expenditures (209,000) (1,427,000)
Notes receivable (2,000,000) 0
Proceeds from sale of fixed assets 712,000 240,000
----------- -----------
CASH PROVIDED BY INVESTING ACTIVITIES 2,967,000 2,995,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock from exercise of stock options 149,000 0
Purchase of treasury stock (174,000) (3,410,000)
----------- -----------
CASH USED IN FINANCING ACTIVITIES (25,000) (3,410,000)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVAL 2,151,000 (1,842,000)
----------- -----------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $5,325,000 $6,687,000
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $7,476,000 $4,845,000
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
SEPTEMBER 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 nine month periods ending September 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 $2 million. The
subsidiary of the Company obtained a promissory note for the advance. The
principal balance of the promissory note accrues interest at a maximum rate of
5%, and the principal balance 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. On August 17,
1994, the defendants were granted a partial summary judgement. On October 24,
1994, Mr. Webster filed a third amended petition and alleged the following
causes of action: Tortious interference with contractual relations against
Cambridge Capital Fund, L.P., and directors George F. Baker and John J. McAtee;
intentional infliction of emotional distress, and breach of oral contracts. The
third amended petition seeks compensatory and punitive damages in excess of $35
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. 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
6
<PAGE> 7
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)- (CONTINUED)
NOTE C - COMMITMENTS AND CONTINGENCIES (CONTINUED)
$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 filed an appeal
of this case. On September 16, 1994 the appeals court dismissed this case for
want of prosecution.
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 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 that 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.
7
<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
September 30, 1994 were $8,698,000, an 8% increase over the third quarter of
1993. Sales for the third quarter of 1994 increased by 16% in the Aircraft
Maintenance segment and were partially offset by a 35% decline in the Ocean
Systems segment and a 10% decrease in the Electronics segment. The Ocean
Systems segment continues to be adversely affected by the reductions in defense
spending.
A loss from operations of $252,000 was recorded by the Company for the
third quarter of 1994 compared to a $477,000 loss for the same period of 1993.
This improvement is primarily the result of reduced administrative costs
associated with staff reductions.
The net loss for the third quarter ended September 30, 1994 was
$172,000 compared to a net loss for the third quarter of 1993 of $69,000.
Net sales for the nine month period ended September 30, 1994 increased
by $284,000, or 1%, over net sales in the same period of 1993. The increase
was primarily attributable to the Aircraft Maintenance segment (9%), partially
offset by decreases in the Ocean Systems segment (26%), and the Electronics
segment (10%).
The loss from operations for the nine month period ended September 30,
1994 increased by $866,000, or 48% when compared to the same period of 1993.
This increase is primarily attributable to $1,223,000 of research and
development costs related to the digital streamer prototype developed by the
Ocean Systems segment that were expensed during the first half of 1994.
Other income for the nine month period ending September 30, 1994
consists primarily of interest earned on Federal Income Tax refunds ($550,000),
invested cash ($153,000) and gains on the sale of idle assets ($511,000).
FINANCIAL CONDITION
Cash and cash equivalents increased during the first nine months of
1994 by $2,151,000, primarily as a result of marketable securities sales of
$4,464,000 and the sale of fixed assets totaling $712,000 offset by cash used in
operations of $791,000, capital expenditures of $209,000 and $2,000,000
advanced to the AvAero Hushkit Joint Venture.
During the quarter ended September 30, 1994 certain assets totaling
$19,301,000 in the Ocean Systems segment that were fully depreciated and no
longer utilized were retired.
During the first nine months of 1994 the Company acquired 12,900
shares of its common stock in open market transactions at prices averaging
$13.44 per share. At September 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 September 30, 1994 totaled $17,964,000. Backlog is
primarily attributable to the Aircraft Maintenance segment and reflects
management's estimate of revenues for aircraft maintenance based on customer
provided aircraft input dates.
8
<PAGE> 9
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. On August 17,
1994, the defendants were granted a partial summary judgement . On October 24,
1994, Mr. Webster filed a third amended petition and alleged the following
causes of action: Tortious interference with contractual relations against
Cambridge Capital Fund, L.P., and directors George F. Baker and John J. McAtee;
intentional infliction of emotional distress, and breach of oral contracts. The
third amended petition seeks compensatory and punitive damages in excess of $35
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. 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 filed an appeal
of this case. On September 16, 1994 the appeals court dismissed this case for
want of prosecution.
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 September 30, 1994.
9
<PAGE> 10
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 November 14, 1994 By /s/ G. F. Baker
George F. Baker, President
Date November 14, 1994 By /s/ E. F. Campbell, III
E. Forrest Campbell, III, Treasurer
10
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- - ------- ----------- ------------
<S> <C> <C>
11 Statement Re: Computation of Earnings Per Share
27 Financial Data Schedule.
</TABLE>
<PAGE> 1
(11)--STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
For the For the
Three Months Ended Three Months Ended
September 30, September 30,
============================= ============================
1994 1993 1994 1993
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Primary
Average shares outstanding 2,696,400 2,740,985 2,696,025 2,805,495
========== ========== =========== ==========
Net Loss ($172,000) ($69,000) ($1,415,000) ($715,000)
========== ========== =========== ==========
Net Loss per share ($0.06) ($0.03) ($0.52) ($0.25)
========== ========== =========== ==========
</TABLE>
Common stock options are not included in earnings per share computations since
their effect is not significant or is antidilutive.
11
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000106827
<NAME> WHITEHALL CORPORATION
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 7,476,000
<SECURITIES> 0
<RECEIVABLES> 8,785,000
<ALLOWANCES> 0
<INVENTORY> 5,932,000
<CURRENT-ASSETS> 22,763,000
<PP&E> 26,137,000
<DEPRECIATION> 19,777,000
<TOTAL-ASSETS> 31,669,000
<CURRENT-LIABILITIES> 4,758,000
<BONDS> 0
<COMMON> 379,000
0
0
<OTHER-SE> 42,564,000
<TOTAL-LIABILITY-AND-EQUITY> 31,669,000
<SALES> 23,485,000
<TOTAL-REVENUES> 23,485,000
<CGS> 20,391,000
<TOTAL-COSTS> 5,756,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,415,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,415,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,415,000)
<EPS-PRIMARY> (0.52)
<EPS-DILUTED> (0.52)
</TABLE>
