FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
Commission File Number 1-13722
WHITMAN EDUCATION GROUP, INC.
Florida 22-2246554
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4400 Biscayne Boulevard, Miami, Florida 33137
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
(305) 575-6510
----------------------------------------------------
(Registrant's telephone number, including area code)
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 issuer's classes
of common stock, as of the latest practicable date.
As of August 10, 1998, there were 13,207,605 shares of common stock
outstanding.
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<PAGE>
WHITMAN EDUCATION GROUP, INC.
FORM 10-Q
JUNE 30, 1998
TABLE OF CONTENTS
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements............................... 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................ 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.................................. 12
Item 6. Exhibits and Reports on Form 8-K................... 12
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<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
1998 1998
--------------- ---------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................................... $ 264,275 $ 3,384,336
Accounts receivable, net ................................................... 20,119,926 21,354,104
Inventories................................................................. 1,427,018 1,614,455
Deferred income taxes....................................................... 1,834,043 1,471,043
Other current assets........................................................ 1,585,519 1,158,841
--------------- ---------------
Total current assets........................................................ 25,230,781 28,982,779
Property and equipment, net................................................. 13,372,837 12,925,177
Marketable securities....................................................... 277,500 262,500
Deposits and other assets, net.............................................. 1,370,614 1,431,188
Goodwill, net............................................................... 10,145,359 10,219,525
--------------- ---------------
$ 50,397,091 $ 53,821,169
=============== ===============
LIABILITY AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................................... $ 1,953,865 $ 1,268,306
Accrued expenses........................................................... 3,595,576 2,115,220
Income taxes payable....................................................... -- 107,133
Short-term notes payable................................................... 1,056,018 156,018
Current portion of capitalized lease obligations........................... 1,112,070 1,061,767
Current portion of long-term debt.......................................... 440,239 354,401
Deferred tuition revenue................................................... 13,507,271 15,966,150
--------------- ---------------
Total current liabilities.................................................. 21,665,039 21,028,995
Other liabilities.......................................................... 555,806 609,708
Capitalized lease obligations.............................................. 2,849,684 2,535,673
Long-term debt............................................................. 8,114,893 11,813,639
Commitments and contingencies
Stockholders' equity:
Common stock, no par value, authorized 100,000,000 shares issued
and outstanding 13,200,435 shares at June 30, 1998 and
13,193,582 shares at March 31, 1998................................... 21,187,366 21,183,554
Additional paid-in capital.............................................. 671,536 671,536
Accumulated deficit .................................................... (4,636,275) (3,995,978)
Accumulated other comprehensive loss.................................... (10,958) (25,958)
--------------- ---------------
Total stockholders' equity................................................. 17,211,669 17,833,154
--------------- ---------------
$ 50,397,091 $ 53,821,169
=============== ===============
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30,
1998 1997
--------------- ---------------
<S> <C> <C>
Net revenues........................................................... $ 15,767,907 $ 13,440,788
Costs and expenses:
Instructional and educational support............................... 10,881,591 9,490,645
Selling and promotional............................................. 2,597,616 1,956,144
General and administrative.......................................... 3,022,579 3,134,428
-------------- ---------------
Total costs and expenses............................................... 16,501,786 14,581,217
-------------- ---------------
Loss from operations................................................... (733,879) (1,140,429)
Other(income)expense:
Interest expense.................................................... 318,221 271,055
Interest income..................................................... (68,803) (40,661)
--------------- ---------------
Loss before income tax benefit......................................... (983,297) (1,370,823)
Income tax benefit..................................................... 343,000 --
--------------- ---------------
Net loss............................................................... $ (640,297) $ (1,370,823)
=============== ===============
Net loss per share:
Basic and diluted................................................... $ (0.05) $ (0.11)
=============== ===============
Weighted average common shares outstanding:
Basic and diluted .................................................. 13,198,767 12,677,582
=============== ===============
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30,
1998 1997
--------------- ---------------
<S> <C> <C>
Net loss............................................................... $ (640,297) $ (1,370,823)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization..................................... 984,698 821,507
Bad debt expense.................................................. 662,487 727,374
Deferred tax benefit.............................................. (343,000) --
Changes in operating assets and liabilities:
Accounts receivable............................................ 571,691 (1,823,127)
Inventories.................................................... 187,437 (64,237)
Other current assets........................................... (426,678) (40,580)
Deposits and other assets...................................... 2,029 (65,454)
Accounts payable............................................... 685,559 (468,796)
Accrued expenses............................................... 1,480,356 143,960
Income taxes payable........................................... (127,133) 1,922
Deferred tuition revenue....................................... (2,458,879) 721,339
Other liabilities.............................................. (53,902) (180,867)
--------------- ---------------
Net cash provided by (used in) operating activities.................... 524,368 (1,597,782)
--------------- ---------------
Cash flows from investing activities:
Purchase of property and equipment..................................... (1,134,156) (1,389,917)
--------------- ---------------
Net cash used in investing activities.................................. (1,134,156) (1,389,917)
--------------- ---------------
Cash flows from financing activities:
Proceeds from revolving line of credit, long-term
borrowings and capital lease obligations............................ 12,591,166 8,651,385
Principal payments on revolving line of credit, long-term
borrowings and capital lease obligations............................ (15,105,251) (8,043,737)
Proceeds from short term notes payable................................. -- 900,000
Proceeds from exercise of options and warrants......................... 3,812 --
--------------- ---------------
Net cash (used in) provided by financing activities.................... (2,510,273) 1,507,648
--------------- ---------------
Decrease in cash and cash equivalents.................................. (3,120,061) (1,480,051)
Cash and cash equivalents at beginning of year......................... 3,384,336 3,853,932
--------------- ---------------
Cash and cash equivalents at end of year............................... $ 264,275 $ 2,373,881
=============== ===============
</TABLE>
Continued on the following page.
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<PAGE>
WHITMAN EDUCATION GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) -- (CONTINUED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30,
1998 1997
--------------- ---------------
<S> <C> <C>
Supplemental disclosures of noncash financing
and investment activities:
Equipment acquired under capital leases........................ $ 165,491 $ --
=============== ===============
Supplemental disclosures of cash flow information:
Interest paid.................................................. $ 287,791 $ 241,054
=============== ===============
Income taxes paid.............................................. $ 142,125 $ --
=============== ===============
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
1. GENERAL
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and, in the
opinion of the management of Whitman, include all adjustments, which are of a
normal recurring nature, necessary for a fair presentation of financial position
and the results of operations and cash flows for the periods presented. However,
the financial statements do not include all information and footnotes required
for a presentation in accordance with generally accepted accounting principles.
These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and the notes thereto included or
incorporated by reference in Whitman's Form 10-K for the fiscal year ended March
31, 1998. The results of operations for the interim periods are not necessarily
indicative of the results of operations to be expected for the full year.
The accompanying financial statements include the accounts of Whitman
Education Group, Inc., and its wholly-owned subsidiaries, Ultrasound Technical
Services, Inc. ("Ultrasound Diagnostic Schools"), Sanford Brown College, Inc.
("Sanford-Brown College") and MDJB, Inc. ("Colorado Technical University"). All
intercompany accounts and transactions have been eliminated.
Whitman experiences seasonality in its quarterly results of operations as a
result of changes in the level of student enrollment. New enrollment in
Whitman's schools tends to be lower in the first and second fiscal quarters
covering the summer months which are traditionally associated with recess from
school. Costs are generally not significantly affected by the seasonable factors
on a quarterly basis. Accordingly, quarterly variations in net revenues will
result in fluctuations in income from operations on a quarterly basis.
2. EARNINGS PER SHARE
In fiscal 1998, Whitman adopted Statement of Financial Accounting Standards
No.128, EARNINGS PER SHARE. For the three months ended June 30, 1998 and 1997,
there was no difference between basic and diluted earnings per share.
3. COMPREHENSIVE LOSS
In fiscal 1999, Whitman adopted Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income." Statement 130 establishes new rules
for the reporting and display of comprehensive income and its components.
Statement 130 requires unrealized gains or losses on Whitman's
available-for-sale securities, which prior to its adoption were recorded
separately in stockholders' equity, to be included in "other comprehensive
loss."
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<PAGE>
For the quarter ended June 30, 1998 and June 30, 1997, total comprehensive
losses were $625,297 and $1,370,823, respectively.
4. CONTINGENCIES
In August 1998, three individuals purporting to be former students of the
diagnostic medical ultrasound program of the Philadelphia Ultrasound Diagnostic
School filed a lawsuit against Whitman, Ultrasound Technical Services, Inc., a
subsidiary of Whitman that owns and operates the Ultrasound Diagnostic Schools,
certain current and former officers, directors and employees of Whitman and a
former consultant, styled CULLEN, ET AL. V. WHITMAN EDUCATION GROUP, INC., in
the United States District Court for the Eastern District of Pennsylvania (Civil
Action No. 98-CV-4076). The complaint alleges, among other things, certain state
and federal statutory violations, breach of contract and fraud and seeks to have
the action certified as a class action encompassing students from both the
Philadelphia and Pittsburgh Ultrasound Diagnostic Schools. The plaintiffs seek
injunctive relief, compensatory, treble and punitive damages and attorneys' fees
and costs. Whitman believes the lawsuit is without merit and intends to
vigorously defend it. While the outcome cannot be predicted with certainty, if
determined adversely to Whitman, it could have a material adverse effect on
Whitman's financial position and results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the consolidated financial statements of Whitman, the related notes to
consolidated financial statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations included in Whitman's Form 10-K
for the year ended March 31, 1998 and the condensed consolidated financial
statements and the related notes to the condensed consolidated financial
statements included in Item 1 of this Quarterly Report on Form 10-Q. Except for
the historical matters contained herein, statements made in this report are
forward looking and are made pursuant to the safe harbor provisions of the
Securities Litigation Reform Act of 1995. Investors are cautioned that forward
looking statements involve risks and uncertainties which may cause Whitman's
actual results, performance or achievements to differ materially from the
forward looking statements made in the Report or otherwise made by or on behalf
of Whitman. Factors that may affect future results include the unanticpated
operational impact of Year 2000 issues and certain economic, competitive,
governmental and other factors discussed in this report and in Whitman's filings
with the Securities and Exchange Comission.
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<PAGE>
RESULTS OF OPERATIONS
The following table sets forth the percentage relationship of certain
statement of operations data to net revenues for the periods indicated:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30,
1998 1997
---------- ----------
<S> <C> <C>
Net revenues........................................... 100.0 % 100.0 %
Costs and expenses:
Instructional and educational support.............. 69.0 70.6
Selling and promotional............................ 16.5 14.6
General and administrative......................... 19.2 23.3
---------- ----------
Total costs and expenses............................... 104.7 108.5
---------- ----------
Loss from operations................................... (4.7) (8.5)
Other (income) expense:
Interest expense .................................. 2.0 2.0
Interest income.................................... (0.4) (0.3)
---------- ----------
Loss before income tax benefit......................... (6.3) (10.2)
Income tax benefit..................................... 2.2 --
---------- ----------
Net loss .............................................. (4.1)% (10.2)%
========== ===========
</TABLE>
THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1997
Net revenues increased by $2.3 million or 17.3% to $15.8 million for the
three months ended June 30, 1998 from $13.5 million for the three months ended
June 30, 1997. The increase was primarily due to an increase in average student
enrollment. Average student enrollment increased 18.0% overall with the
University Degree Division experiencing a 21.2% increase and the Associate
Degree Division experiencing a 16.1% increase.
Instructional and educational support increased by $1.4 million or 14.7% to
$10.9 million for the three months ended June 30, 1998 from $9.5 million for the
three months ended June 30, 1997. As a percentage of net revenues, instructional
and educational support expenses were 69.0% and 70.6%, respectively, for the
three months ended June 30, 1998 and June 30, 1997. The increase in
instructional and educational support expenses was primarily due to the addition
of student support personnel, and the addition of equipment and facilities as a
result of the growth in enrollments. As a percentage of net revenues,
instructional and educational support expenses decreased primarily due to a
greater rate of increase in net revenues than the rate of increase in such
expenses necessary to support the increase in enrollment.
Selling and promotional expenses increased by $.6 million or 32.8% to $2.6
million for the three months ended June 30, 1998 from $2.0 million for the three
months ended June 30, 1997. As a percentage of net revenues, selling and
promotional expenses increased to 16.5% for the three months ended June 30, 1998
as compared to 14.6% for the three months ended June 30, 1997. The increase in
selling and promotional expenses was primarily due to increases in advertising
expense due to continued efforts to increase enrollment.
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<PAGE>
General and administrative expenses decreased by $.1 million or 3.6% to
$3.0 million for the three months ended June 30, 1998 from $3.1 million for the
three months ended June 30, 1997. As a percentage of net revenues, general and
administrative expenses were 19.2% and 23.3%, respectively, for the three months
ended June 30, 1998 and June 30, 1997. The decrease in general and
administrative expenses as a percentage of net revenues was due to Whitman's
ability to increase revenues as a result of an increase in student enrollment at
a greater rate than the rate of increase in administrative operating costs
necessary to support the increase in enrollment.
Whitman reported a net loss of $.6 million for the three months ended June
30, 1998 as compared to a net loss of $1.4 million for the three months ended
June 30, 1997. The decrease in the net loss was primarily due to an increase in
operating income of $.9 million generated from the Associate Degree Division.
SEASONALITY
Whitman experiences seasonality in its quarterly results of operations as a
result of changes in the level of student enrollment. New enrollment in
Whitman's schools tends to be lower in the first and second fiscal quarters
covering the summer months which are traditionally associated with recess from
school. Costs are generally not significantly affected by the seasonal factors
on a quarterly basis. Accordingly, quarterly variations in net revenues will
result in fluctuations in income from operations on a quarterly basis.
The operating results of Huron University are significantly affected by
seasonality. As a more traditional university, Huron University experiences a
significant decline in revenues during the late spring and summer. This seasonal
impact was compounded in the first quarter of the current fiscal year as a
result of increased operating expenses at Huron University as compared to the
same quarter one year ago. Operating expenses at Huron University increased
during the third quarter of fiscal 1998 due to an increase in payroll expenses
for faculty and staff to improve the academic programs and to support increased
enrollment. The decline in revenues combined with the increased level of
operating expenses, which remained relatively constant in the first quarter as
compared to the third quarter of the last fiscal year, resulted in an operating
loss of $.9 million at Huron University for the three months ended June 30, 1998
as compared to an operating loss of $.1 million for the three months ended June
30, 1997.
YEAR 2000 ISSUE
Whitman has implemented a process for identifying, prioritizing and
modifying or replacing certain computer and other systems and programs that may
be affected by the Year 2000 issue. Whitman is also monitoring the adequacy of
the manner in which certain third parties and third party vendors of systems are
attempting to address the Year 2000 issue. Whitman has substantially completed
an assessment of its computer systems and has determined that with the
modifications made to existing software and the conversions made to new
software, the Year 2000 issue will not pose significant operational problems to
its information systems. Whitman expects to substantially complete and test the
Year 2000 issues by the early part of 1999, which is prior to any anticipated
impact on Whitman's operating systems.
Based on preliminary information, costs of addressing potential problems
are not currently expected to have a material adverse impact on Whitman's
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<PAGE>
financial position, results of operations or cash flows in future periods. While
Whitman believes its process is designed to be successful, because of the
complexity of the Year 2000 issue, and the interdependence of organizations
using computer systems, it is possible that Whitman's efforts or those of third
parties with whom Whitman interacts, will not be successful or satisfactorily
completed in a timely fashion.
Based on the modifications and conversions of software made to date and the
assessment of embedded devices that have been identified at its facilities to
date, Whitman does not believe that contingency planning is warranted at this
time. The assessment of third parties external to Whitman is underway, and the
results of this assessment, when completed, may reveal the need for contingency
planning at a later date. Whitman will regularly evaluate the need for
contingency planning based on the progress and findings of the Year 2000
project.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents at June 30, 1998 and March 31, 1998 were $.3
million and $3.4 million, respectively. Whitman's working capital totalled $3.6
million at June 30, 1998 and $8.0 at March 31, 1998.
Net cash of $.5 million was provided by operating activities for the three
months ended June 30, 1998 compared to net cash of $1.6 million used for the
three months ended June 30, 1997. The increase of $2.1 million was primarily due
to an increase in accounts payable and accrued expenses due to the timing of
payments and a decline in the net loss as compared to the prior year.
Net cash of $1.1 million and $1.4 million was used for investing activities
for the three months ended June 30, 1998 and 1997, respectively. The decrease of
$.3 million was due to a decrease in capital expenditures.
Net cash of $2.5 million was used in financing activities for the three
months ended June 30, 1998 compared to net cash of $1.5 million provided by
financing activities for the three months ended June 30, 1997. The increase in
cash used was due to an increase of $2.7 million in net payments on long-term
borrowings.
Whitman has a revolving credit facility that matures in April 1999 in the
amount of $7.5 million. At June 30, 1998, Whitman had $6.6 million outstanding
under this facility. Borrowings under this facility decreased by $.7 million
from the amounts outstanding at March 31, 1998. The amounts borrowed under the
working capital facility for the three months ended June 30, 1998 were primarily
used for operations, repayment of debt and capital expenditures. On May 29,
1998, Whitman repaid the $2.0 million revolving credit facility that was
expiring on May 30, 1998 by drawing down on the $7.5 million revolver note.
Whitman intends to refinance or extend its revolving credit facility on a
long-term basis in fiscal 1999.
Whitman's primary source of operating liquidity is the cash received from
payments of tuition and fees. Most students attending Whitman's schools receive
some form of financial aid under Title IV Programs. UDS, Sanford-Brown and
Colorado Tech receive approximately 81%, 83% and 39% of their funding,
respectively, from the Title IV Programs. Disbursements under each program are
subject to disallowance and repayment by the schools.
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<PAGE>
Whitman believes that with its working capital, its cash flow from
operations, its working capital facilities and its expected increased financings
under capital lease obligations to fund capital expenditures, it will have
adequate resources to meet its anticipated operating requirements for the
foreseeable future, except that, due to the seasonality of Whitman's revenues,
Whitman may need to borrow additional funds in the second fiscal quarter. If
such funds become necessary, Whitman anticipates the additional borrowings will
not exceed $500,000. While Whitman believes that it will be able to secure such
additional financing, there can be no assurance that it will be able to do so.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In August 1998, three individuals purporting to be former students of the
diagnostic medical ultrasound program of the Philadelphia Ultrasound Diagnostic
School filed a lawsuit against Whitman, Ultrasound Technical Services, Inc., a
subsidiary of Whitman that owns and operates the Ultrasound Diagnostic Schools,
certain current and former officers, directors and employees of Whitman and a
former consultant, styled Cullen, et. al, v. Whitman Education Group, Inc., in
the United States District Court for the Eastern District of Pennsylvania (Civil
Action No. 98-CV-4076). The complaint alleges, among other things, certain state
and federal statutory violations, breach of contract and fraud and seeks to have
the action certified as a class action encompassing students from both the
Philadelphia and Pittsburgh Ultrasound Diagnostic Schools. The plaintiffs seek
injunctive relief, compensatory, treble and punitive damages and attorneys' fees
and costs. Whitman believes the lawsuit is without merit and intends to
vigorously defend it. While the outcome cannot be predicted with certainty, if
determined adversely to Whitman, it could have a material adverse effect on
Whitman's financial position and results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by Whitman during the quarter
ended June
30, 1998.
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<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.
WHITMAN EDUCATION GROUP, INC.
(Registrant)
S/S FERNANDO L. FERNANDEZ
-------------------------------------
FERNANDO L. FERNANDEZ
VICE PRESIDENT - FINANCE,
CHIEF FINANCIAL OFFICER AND
TREASURER
Date: August 13, 1998
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> JUN-30-1998
<CASH> 264,275
<SECURITIES> 277,500
<RECEIVABLES> 24,945,104
<ALLOWANCES> 4,825,178
<INVENTORY> 1,427,018
<CURRENT-ASSETS> 25,230,781
<PP&E> 22,983,660
<DEPRECIATION> 9,610,823
<TOTAL-ASSETS> 50,397,091
<CURRENT-LIABILITIES> 21,665,039
<BONDS> 0
0
0
<COMMON> 21,187,366
<OTHER-SE> (3,975,697)
<TOTAL-LIABILITY-AND-EQUITY> 50,397,091
<SALES> 15,767,907
<TOTAL-REVENUES> 15,767,907
<CGS> 10,881,591
<TOTAL-COSTS> 13,479,207
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 249,418
<INCOME-PRETAX> (983,297)
<INCOME-TAX> (343,000)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (640,297)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
