<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE
QUARTERLY PERIOD ENDED JULY 31, 1994
Commission file number 1-5407
WHITTAKER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-4033076
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
10880 Wilshire Boulevard, Los Angeles, California 90024
(Address of principal executive offices) (Zip Code)
(310) 475-9411
(Registrant's telephone number, including area code)
(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
------- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
8,486,174 shares, par value $.01 per share, as of July 31, 1994.
<PAGE>
Part I. FINANCIAL INFORMATION
==============================
Whittaker Corporation
---------------------
Consolidated Condensed Statements of Income
-------------------------------------------
($ in 000)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended July 31, Ended July 31,
---------------------- --------------------
1994 1993 1994 1993
======== ======== ========= ========
<S> <C> <C> <C> <C>
Sales.............................. $33,110 $26,778 $87,727 $85,319
------- ------- ------- -------
Costs and expenses
Cost of Sales................... 19,396 17,025 51,091 54,270
Engineering, selling and
general and administrative..... 7,905 8,352 23,314 21,744
Interest on long-term debt...... 1,070 884 2,858 2,963
Other interest expense.......... 20 26 56 132
Interest income................. (141) (1,150) (444) (1,531)
------- ------- ------- -------
28,250 25,137 76,875 77,578
------- ------- ------- -------
Income before provision for taxes
and cumulative effect of
accounting change................. 4,860 1,641 10,852 7,741
Provision for taxes................ 1,918 674 4,331 3,046
------- ------- ------- -------
Income before cumulative effect of
accounting change................. 2,942 967 6,521 4,695
Cumulative effect as of November 1,
1992 of change in method of
accounting for income taxes...... 0 0 0 1,512
------- ------- ------- -------
Net income......................... $ 2,942 $ 967 $ 6,521 $ 6,207
======= ======= ======= =======
Average common and common
equivalent shares
outstanding (000)................. 9,466 9,477 9,479 9,494
======= ======= ======= =======
Earnings per share
Income before effect of
accounting change............... $ .31 $ .10 $ .69 $ .49
Cumulative effect of
change in accounting for
income taxes.................... -- -- -- 0.16
------- ------- ------- -------
Net income...................... $ .31 $ .10 $ .69 $ .65
======= ======= ======= =======
</TABLE>
Unaudited
See notes to Consolidated Condensed Financial Statements.
(2)
<PAGE>
Whittaker Corporation
-------------------------
Consolidated Condensed Balance Sheets
-----------------------------------------
($ in 000)
<TABLE>
<CAPTION> July 31, October 31,
1994 1993
======= ===========
<S> <C> <C>
ASSETS
Current Assets:
Cash..................................... $ 548 $ 170
Receivables.............................. 68,201 69,455
Inventories.............................. 33,334 28,147
Income taxes recoverable................. 2,351 3,482
Deferred income taxes.................... 11,660 13,934
Other current assets..................... 5,408 498
-------- --------
Total Current Assets..................... 121,502 115,686
-------- --------
Property and equipment, at cost.......... 72,917 68,416
Less accumulated depreciation............ 35,463 32,803
-------- --------
37,454 35,613
-------- --------
Other Assets:
Goodwill, net of amortization............ 18,584 14,465
Other intangible assets.................. 2,388 2,722
Notes and other noncurrent receivables... 4,521 4,994
Miscellaneous............................ 2,883 3,751
Net assets held for sale................. 25,453 24,638
-------- --------
53,829 50,570
-------- --------
$212,785 $201,869
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt..... $ 57,838 $ 6,362
Accounts payable......................... 9,948 13,930
Accrued liabilities...................... 21,658 21,470
-------- --------
Total Current Liabilities................ 89,444 41,762
-------- --------
Long-Term Debt........................... 11,590 56,782
-------- --------
Other Noncurrent Liabilities............. 12,026 9,943
-------- --------
Deferred Income Taxes.................... 9,350 9,634
-------- --------
Stockholders' Equity:
Capital Stock
Preferred stock......................... 3 3
Common stock............................ 85 85
Additional paid-in capital............... 17,749 17,634
Retained earnings........................ 72,538 66,026
-------- --------
Total Stockholders' Equity............... 90,375 83,748
-------- --------
$212,785 $201,869
======== ========
</TABLE>
Unaudited
See Notes to Consolidated Condensed Financial Statements.
(3)
<PAGE>
Whittaker Corporation
---------------------
Consolidated Condensed Statements of Cash Flows
-----------------------------------------------
($ in 000)
<TABLE>
<CAPTION>
For the Nine Months
Ended July 31,
---------------------
1994 1993
========= ========
<S> <C> <C>
OPERATING ACTIVITIES
Net Income............................................... $ 6,521 $ 6,207
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization......................... 4,561 4,253
Income taxes recoverable.............................. 1,131 (1,987)
Deferred taxes........................................ 1,990 (2,099)
Change in operating assets and liabilities:
Receivables......................................... 3,929 24,939
Inventories and prepaid expenses.................... (5,891) 1,297
Accounts payable and other liabilities.............. (3,147) (21,632)
------- --------
Net cash provided by operating activities............... 9,094 10,978
------- -------
INVESTING ACTIVITIES
Purchase of property, plant and equipment................ (2,000) (865)
Purchased Business....................................... (13,459) (1,869)
Collections of notes receivable.......................... 459 836
Proceeds from the sale of business....................... -- 2,842
Other items, net......................................... (106) 1,320
------- --------
Net cash provided (used) by investing activities........ (15,106) 2,264
------- --------
FINANCING ACTIVITIES
Net increase in debt...................................... 6,284 (11,210)
Dividends paid............................................ (9) (9)
Proceeds from shares issued under stock plans............. 115 35
------- -------
Net cash provided (used) by financing activities.......... 6,390 (11,184)
------- --------
Net increase (decrease) in cash........................... 378 2,058
Cash at beginning of year................................. 170 2,822
------- --------
Cash at end of period..................................... $ 548 $ 4,880
======= ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest................................................. $ 2,715 $ 4,642
======= ========
Income taxes............................................. $ 2,799 $ 5,888
======= ========
</TABLE>
Unaudited
See Notes to Consolidated Condensed Financial Statements.
(4)
<PAGE>
WHITTAKER CORPORATION
---------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
The Consolidated Financial Statements include accounts of Whittaker Corporation
and its subsidiaries. The Consolidated Financial Statements reflect all
adjustments which are, in the opinion of management, necessary to present a fair
statement of the results for the interim periods reported.
Since results of Whittaker's operations in interim periods are not necessarily
indicative of the results for the full year, Whittaker makes no representations
as to the trend of sales and earnings. For further information, refer to the
Consolidated Financial Statements and footnotes thereto included in Whittaker's
annual report on Form 10-K for the year ended October 31, 1993.
Assets held for sale at July 31, 1994, include $23.6 million of land formerly
used by a discontinued technology unit. The Company is in the process of
obtaining entitlements -- the right granted by political authorities to develop
real property -- for the land.
Primary earnings per share have been computed based on the weighted average
number of common and common equivalent shares outstanding, after deducting from
net income the dividend requirements on the $5.00 Cumulative Convertible
Preferred Stock. Common stock equivalents include Series D Participating
Convertible Preferred Stock and dilutive employee stock options, calculated
using the treasury stock method.
Inventories consisted of the following:
<TABLE>
<CAPTION>
($ in 000)
July 31, October 31,
1994 1993
======== ===========
<S> <C> <C>
Raw materials........................... $17,808 $14,477
Work in process......................... 12,719 11,061
Finished goods.......................... 1,449 483
Costs relating to long term contracts... 1,358 2,426
Unliquidated progress billings.......... (0) (300)
------- -------
$33,334 $28,147
======= =======
</TABLE>
The Company has typically purchased insurance annually. In certain years, after
evaluating the availability and cost of insurance, the Company did not purchase
insurance for certain risks, including workers' compensation and product
liability. Moreover, the Company's insurance carriers have taken the position
that in certain cases the Company is uninsured for environmental matters, a
position that the Company disputes in certain instances. Consequently, the
Company is without insurance for various risks, including product liability for
certain products manufactured in the past. The Company does, however, have
product liability insurance for products it currently manufactures.
The Company is a potentially responsible party in approximately sixteen actions
filed under the Comprehensive Environmental Response Compensation and Liability
Act of 1980 ("CERCLA"). In eight other instances, the Company is a potentially
responsible party under state laws patterned after CERCLA, also imposing
liability on parties with respect to hazardous waste activities.
The environmental matters noted above are attributable to the Company's
previously discontinued operations. In nearly all of these matters, the Company
contributed a small amount (generally less than 1%) of the total treated or
disposed of waste. There are also various other claims and suits pending
against the Company.
(5)
<PAGE>
WHITTAKER CORPORATION
---------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
(Continued)
At July 31, 1994, the Company had provided reserves related to various
contingent and actual liabilities arising from uninsured risks, environmental
matters and discontinued operations. With respect to potential insurance
recoveries, the Company has not considered recoveries in the calculation of the
reserves unless a carrier has agreed to such coverage. The Company has
established reserves for contingent losses in accordance with generally accepted
accounting principles and does not anticipate that the matters described above
will have a material adverse affect on the Company's financial condition.
(6)
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF
------------------------------------------------------
OPERATIONS AND FINANCIAL CONDITION
----------------------------------
Results of Operations
- - ---------------------
Comparison of Nine Months of 1994 to Nine Months of 1993
- - --------------------------------------------------------
Sales for the first nine months of 1994 were $87.7 million, an increase of $2.4
million or 3% from 1993. The increase included the recognition of $4.0 million
of sales during the first quarter of 1994 related to a claim settlement with a
defense electronic products customer. However, sales of defense electronic
products in total were down $0.6 million. Defense electronic products were
adversely impacted during the first and second quarters of 1994 by the January
17th Northridge earthquake and delays in the receipt of new contract bookings.
Sales of aircraft fluid control products increased $2.5 million or 8%, primarily
the result of the added sales of two product line acquisitions that occurred in
the last quarter of 1993, which offset decreases in government sales including
government aftermarket sales. The Company also acquired a business during the
second quarter of 1994 which added $6.1 million of sales to the nine-month
period of 1994. The Company's pyrotechnics devices unit, which contributed $3.2
million of sales to the 1993 nine-month period, was sold during the third
quarter of 1993.
Net income for the first nine months of 1994 was $6.5 million or $.69 per share,
compared to $6.2 million or $.65 per share in 1993. Included in net income in
1993 was $1.5 million, or $.16 per share resulting from a change in the method
of accounting for income taxes in accordance with the Statement of Financial
Accounting Standards SFAS No. 109. Income before income taxes and the accounting
change for the nine-month period in 1993 was $7.7 million compared to $10.8
million in 1994, an increase of $3.1 million or 40%. Operating profit, which is
discussed in more detail below, contributed $2.8 million of the $3.1 million
increase. Corporate expenses were lower by $1.2 million as a result of cost
reduction actions implemented this year, offset by an increase in interest
expense of $0.9 million. Interest expense for the nine months of 1993 was net of
$1.0 million of interest income applicable to a state income tax refund.
When referred to herein, operating profit is sales less cost of sales,
engineering, selling and general administrative expenses related to the
operating unit. General and administrative corporate expenses, interest, and
income taxes have not been deducted in determining operating profit. Operating
profit for the nine months of 1994 was $17.9 million, an increase of $2.8
million or 18% from 1993. Operating profit from defense electronic products
increased $1.5 million because of the profit of $3.5 million from the claim
settlement discussed above, offset partially by a $1.0 million reserve for
earthquake damage subject to insurance deductibles, and the lower sales
discussed above. Operating profit for aircraft fluid control products increased
$1.6 million as a result of increased sales levels and a product mix which
included higher margin products.
(7)
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF
------------------------------------------------------
OPERATIONS AND FINANCIAL CONDITION (Continued)
----------------------------------------------
Results of Operations (Continued)
- - ---------------------------------
Comparison of Third Quarter of 1994 to Third Quarter of 1993
- - ------------------------------------------------------------
Sales for the third quarter of 1994 were $33.1 million, an increase of $6.3
million or 24% from 1993. The business acquired in the second quarter of 1994
contributed sales of $4.4 million to the third quarter of 1994. Sales of
aircraft fluid control products increased $2.9 million or 30% for the reasons
noted above. The pyrotechnic devices unit, which was sold during the third
quarter of 1993, contributed $0.8 million of sales to the third quarter of 1993.
Net income for the third quarter of 1994 was $2.9 million or $.31 per share,
compared to $1.0 million or $.10 per share in 1993. Income before income taxes
for the third quarter of 1994 was $4.8 million compared to $1.6 million in 1993,
an increase of $3.2 million. Operating profit, which is discussed in more detail
below, contributed $3.5 million of the $3.2 million increase. Corporate expenses
were lower by $0.9 million for the quarter, offset by an increase in interest
expense of $1.2 million. Interest expense for the third quarter of 1993 was net
of $1.0 million of interest income mentioned above.
Operating profit for the third quarter of 1994 was $7.6 million, an increase of
$3.5 million or 87% from 1993. Operating profit from aircraft fluid control
products, which increased $2.4 million, was the primary reason. The increase
resulted from increased sales levels, and changes to a mix of higher margin
products.
Financial Condition
- - -------------------
The current ratio at July 31, 1994 stood at 1.36 compared with 2.77 at the end
of 1993, while working capital was $32.0 million compared with $74.0 million.
Reductions in the current ratio and working capital were primarily attributable
to $51.5 million of the Company's debt under a credit facility with a group of
banks becoming current debt during 1994, but which is expected to be renewed and
extended as described below. In addition, inventory increased $5.0 million as
the result of the acquisition of a business and increases at several operating
units. Other current assets increased $5.0 million primarily due to insured
repair costs related to the earthquake and prepaid expenses of the acquired
business.
The Company's debt-to-capitalization ratio was 43.5% at July 31, 1994 compared
with 43.0% at the end of 1993. Debt for this purpose consists of long-term debt,
including the current portion, and capitalization for this purpose is
shareholders' equity plus debt.
(8)
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF
------------------------------------------------------
OPERATIONS AND FINANCIAL CONDITION (Continued)
----------------------------------------------
Financial Condition (Continued)
- - -------------------------------
The Company and a group of banks led by Bank of America NT&SA are parties to a
$92.5 million credit facility, pursuant to which the banks are obligated to
extend term loans and revolving loans to the Company and to issue letters of
credit on behalf of the Company. The $76.0 million revolving credit portion of
the facility expires in April 1995. The $16.5 million term loan portion of the
facility is to be repaid in quarterly installments through April 1997. Interest
rates under the facility are between LIBOR plus 1% and LIBOR plus 1 3/8%. At
July 31, 1994, $51.5 million of borrowings and $13.7 million of letters of
credit were outstanding under the revolving credit portion of the credit
facility and $16.5 million of borrowings were outstanding under the term loan
portion of the credit facility. The entire $51.5 million revolving loan and $6.0
million of the term loan are classified as current debt on the balance sheet.
The Company and Bank of America signed a term sheet for a new credit agreement
and are currently holding discussions on documentation and participation. The
terms contained in the term sheet are consistent with the current credit
agreement and provide for an extension of the final maturity dates of the
revolving and term portions of the facility.
Capital expenditures for the nine-month period in 1994 were $2.0 million
compared to $0.9 million for the nine-month period in 1993. At July 31, 1994
there were capital asset expenditures approved, but yet to be spent, of $1.8
million. Capital asset additions related to the business acquired in the second
quarter of 1994 were $3.7 million. Funds for these and future capital
expenditures are expected to be provided from operations.
Assets held for sale include a 996 acre parcel of land located in Santa Clarita,
California which was used by the Company's former Bermite unit through 1987. The
Company is in the process of obtaining entitlements so that the real property
can be developed. In June 1994 the local Planning Commission approved the
Company's request for entitlement. The next step in the process is City Council
approval, which is expected within the next several months.
During the third quarter of 1994, the Company submitted a claim to its insurance
carriers to recover the costs of repair and replacement of assets and for the
costs of business interruption brought about by the January 17th Northridge
earthquake. To date, the Company has been paid $2.8 million and is negotiating
with the carriers to reach a final settlement, which is expected to occur prior
to the end of 1994. The Company provided reserves of $1 million in January 1994
to cover insurance deductibles and does not believe that additional reserves
will be required.
The Company has typically purchased insurance to protect it from financial risk.
In certain years, based on an evaluation of the cost and availability of
coverage, the Company decided not to purchase insurance for certain risks,
including workers' compensation and product liability. In addition, the
Company's insurance carriers have taken the position that in certain cases the
Company is uninsured for environmental matters, a position that the Company
disputes in certain instances. Consequently, the Company is without insurance
for various risks, including product liability for certain products that the
Company once manufactured. The Company does have product liability coverage for
products that are currently manufactured.
(9)
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF
------------------------------------------------------
OPERATIONS AND FINANCIAL CONDITION (Continued)
----------------------------------------------
Financial Condition (Continued)
- - -------------------------------
The Company is a potentially responsible party in sixteen actions filed under
the Comprehensive Environmental Response Compensation and Liability Act of 1980
("CERCLA"). In eight other instances, the Company is a potentially responsible
party under state laws patterned after CERCLA, also imposing liability on
parties with respect to hazardous waste activities. These environmental matters
are attributable to the Company's discontinued operations. In the majority of
these matters, the Company contributed a small amount (generally less than 1%)
of the total treated or disposed waste. There are also various other claims and
suits pending against the Company.
At July 31, 1994, the Company had provided reserves related to various
contingent and actual liabilities arising from uninsured risks, environmental
matters and discontinued operations. With respect to potential insurance
recoveries, the Company has not considered recoveries in the calculation of the
reserves unless a carrier has agreed to such coverage. The Company has
established reserves for contingent losses in accordance with generally accepted
accounting principles and does not anticipate that the matters described above
will have a material adverse effect on the Company's financial condition.
The outlook for future sales is somewhat difficult to predict given the
uncertainties related to the declining U.S. defense budget and related
reductions and terminations of U.S. Government defense contracts. Any negative
effect on sales related to this uncertainty may be offset in the future by
contracts for new, technologically advanced electronic defensive systems, new
commercial products in the expanding telecommunications markets, and sales of
aerospace and electronics products into industrial markets. Thus, past Company
performance may not be a reliable indicator of future performance.
(10)
<PAGE>
EXHIBITS TO PART I
------------------
I(a) Calculation of Earnings Per Share.
(11)
<PAGE>
Exhibit I(a)
WHITTAKER CORPORATION
---------------------
Calculation of Earnings Per Share
---------------------------------
($ In 000)
<TABLE>
<CAPTION>
For the Nine Months
Ended July 31,
-------------------------
1994 1993
========= ========
<S> <C> <C>
PRIMARY EARNINGS PER SHARE
Earnings
- - --------
Net Income............................................... $6,521 $6,207
Deduct:
Dividend on $5.00 Cumulative
Convertible Preferred Stock.......................... (9) (9)
------ ------
Net income used in primary earnings
per share calculations................................. $6,512 $6,198
====== ======
Average Common and Common Equivalent Shares (in 000)
- - ----------------------------------------------------
Weighted average number of common shares
outstanding............................................ 8,479 8,222
Common equivalent shares:
Series D Participating Convertible
Preferred Stock................................... 292 323
Stock options included under
treasury stock method............................. 708 949
------ ------
TOTAL.................................................... 9,479 9,494
====== ======
Primary Earnings Per Share............................... $ .69 $ .65
====== ======
</TABLE>
Unaudited
(12)
<PAGE>
Exhibit I(a)
WHITTAKER CORPORATION
---------------------
Calculation of Earnings Per Share
---------------------------------
(Continued)
($ In 000)
<TABLE>
<CAPTION>
For the Nine Months
Ended July 31,
-------------------
1994 1993
======== =======
FULLY DILUTED EARNINGS PER SHARE
EARNINGS
- - --------
<S> <C> <C>
Net income used in primary earnings
per share calculations.................... $6,512 $6,198
Adjustments................................. -- --
Net income used in fully diluted earnings
per share calculations.................... $6,512 $6,198
====== ======
Average Shares Used to Calculate Fully
- - --------------------------------------
Diluted Earnings Per Share (in 000)
-----------------------------------
Average common and common equivalent
shares (above)............................ 9,479 9,494
Add:
Additional stock options included
under treasury stock method............ 24 16
------ ------
TOTAL.................................... 9,503 9,510
====== ======
Fully Diluted Earnings Per Share............ $ .69 $ .65
====== ======
</TABLE>
Note: Fully diluted earnings per share are not presented in the Consolidated
Condensed Statements of Income since the calculations result in dilution
of less than 3% .
Unaudited
(13)
<PAGE>
PART II. OTHER INFORMATION
--------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
11. Statements re computation of per share earnings for the nine months
ended July 31, 1994 (Exhibit I(a) of Part I to this Form 10-Q).
27. Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed for the fiscal quarter ended July
31, 1994.
(14)
<PAGE>
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.
WHITTAKER CORPORATION
Date: September 13, 1994 By: /s/ RICHARD LEVIN
-------------------
Richard Levin, Vice President
Chief Financial Officer
(15)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> JUL-31-1994
<CASH> 548
<SECURITIES> 0
<RECEIVABLES> 68,201
<ALLOWANCES> 0
<INVENTORY> 33,334
<CURRENT-ASSETS> 121,502
<PP&E> 72,917
<DEPRECIATION> 35,463
<TOTAL-ASSETS> 212,785
<CURRENT-LIABILITIES> 89,444
<BONDS> 12,026
<COMMON> 85
0
3
<OTHER-SE> 90,287
<TOTAL-LIABILITY-AND-EQUITY> 212,785
<SALES> 87,727
<TOTAL-REVENUES> 87,727
<CGS> 51,091
<TOTAL-COSTS> 51,091
<OTHER-EXPENSES> 25,784
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,470
<INCOME-PRETAX> 10,852
<INCOME-TAX> 4,331
<INCOME-CONTINUING> 6,521
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,521
<EPS-PRIMARY> .69
<EPS-DILUTED> .69
</TABLE>
