<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended November 9, 1997
-----------------------------------------------------------
Commission file number 0-3833
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Morgan's Foods, Inc
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-562210
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
24200 Chagrin Boulevard, Suite 126, Beachwood, Ohio 44122
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 360-7500
---------------------------
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(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
------------ -------------
As of December 19, 1997, the issuer had 2,910,839 shares of common stock
outstanding.
1
<PAGE> 2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
Morgan's Foods, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------------------
NOVEMBER 9, 1997 NOVEMBER 10, 1996
---------------- -----------------
<S> <C> <C>
REVENUES $ 9,034,000 $ 9,024,000
COST OF SALES:
FOOD, PAPER AND BEVERAGE 2,900,000 2,908,000
LABOR AND BENEFITS 2,404,000 2,339,000
RESTAURANT OPERATING EXPENSES 2,440,000 2,588,000
DEPRECIATION AND AMORTIZATION 419,000 445,000
GENERAL AND ADMINISTRATIVE EXPENSES 641,000 641,000
----------- -----------
OPERATING INCOME 230,000 103,000
INTEREST EXPENSE:
BANK DEBT AND NOTES PAYABLE (188,000) (149,000)
CAPITAL LEASES (124,000) (129,000)
LOSS ON DISPOSAL OF RESTAURANTS (NOTE 3) (80,000) --
OTHER INCOME 19,000 27,000
----------- -----------
LOSS BEFORE INCOME TAXES (143,000) (148,000)
PROVISION FOR INCOME TAXES -- --
----------- -----------
NET LOSS $ (143,000) $ (148,000)
=========== ===========
NET LOSS PER COMMON SHARE $ (.05) $ (.05)
=========== ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 2,916,315 2,969,405
</TABLE>
See notes to consolidated financial statements
2
<PAGE> 3
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
Morgan's Foods, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THIRTY-SIX WEEKS ENDED
--------------------------------------
NOVEMBER 9, 1997 NOVEMBER 10, 1996
---------------- -----------------
<S> <C> <C>
REVENUES $ 27,644,000 $ 27,583,000
COST OF SALES:
FOOD, PAPER AND BEVERAGE 8,761,000 8,782,000
LABOR AND BENEFITS 7,329,000 7,148,000
RESTAURANT OPERATING EXPENSES 7,541,000 7,846,000
DEPRECIATION AND AMORTIZATION 1,271,000 1,349,000
GENERAL AND ADMINISTRATIVE EXPENSES 1,863,000 1,900,000
------------ ------------
OPERATING INCOME 879,000 558,000
INTEREST EXPENSE:
BANK DEBT AND NOTES PAYABLE (591,000) (426,000)
CAPITAL LEASES (375,000) (387,000)
LOSS ON DISPOSAL OF RESTAURANTS (NOTE 3) (80,000) (95,000)
OTHER INCOME 50,000 79,000
------------ ------------
LOSS BEFORE INCOME TAXES (117,000) (271,000)
PROVISION FOR INCOME TAXES -- --
------------ ------------
NET LOSS $ (117,000) $ (271,000)
============ ============
NET LOSS PER COMMON SHARE $ (.04) $ (.09)
============ ============
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 2,934,893 2,969,405
</TABLE>
See notes to consolidated financial statements
3
<PAGE> 4
Morgan's Foods, Inc.
CONSOLIDATED BALANCE SHEETS
(unaudited)
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<TABLE>
<CAPTION>
NOVEMBER 9, 1997 MARCH 2, 1997
---------------- -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
CASH AND EQUIVALENTS $ 2,673,000 $ 3,013,000
MARKETABLE SECURITIES 126,000 198,000
RECEIVABLES 104,000 112,000
INVENTORIES 311,000 293,000
PREPAID EXPENSES 188,000 191,000
------------ ------------
3,402,000 3,807,000
PROPERTY AND EQUIPMENT:
LAND 1,949,000 1,724,000
BUILDINGS AND IMPROVEMENTS 6,757,000 5,973,000
PROPERTY UNDER CAPITAL LEASES 5,370,000 5,182,000
LEASEHOLD IMPROVEMENTS 8,608,000 3,323,000
EQUIPMENT, FURNITURE AND FIXTURES 3,178,000 8,121,000
CONSTRUCTION IN PROGRESS 688,000 461,000
------------ ------------
26,550,000 24,784,000
LESS ACCUMULATED DEPRECIATION AND AMORTIZATION 11,391,000 10,875,000
------------ ------------
15,159,000 13,909,000
OTHER ASSETS 1,443,000 996,000
DEFERRED TAXES 600,000 600,000
------------ ------------
$ 20,604,000 $ 19,312,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
CURRENT MATURITIES OF LONG-TERM DEBT $ 574,000 $ 324,000
CURRENT MATURITIES OF CAPITAL LEASE OBLIGATIONS 482,000 409,000
ACCOUNTS PAYABLE 1,782,000 1,914,000
ACCRUED LIABILITIES 1,811,000 2,044,000
------------ ------------
4,649,000 4,691,000
LONG-TERM DEBT 7,957,000 6,474,000
LONG-TERM CAPITAL LEASE OBLIGATIONS 4,931,000 4,847,000
SHAREHOLDERS' EQUITY
PREFERRED SHARES, 1,000,000 SHARES AUTHORIZED,
NO SHARES OUTSTANDING
COMMON STOCK
AUTHORIZED SHARES - 25,000,000
ISSUED SHARES - 2,969,405 30,000 30,000
TREASURY STOCK - 58,566 AND 8,333 SHARES (139,000) (23,000)
CAPITAL IN EXCESS OF STATED VALUE 28,875,000 28,875,000
ACCUMULATED DEFICIT (25,699,000) (25,582,000)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 3,067,000 3,300,000
------------ ------------
$ 20,604,000 $ 19,312,000
============ ============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
Morgan's Foods, Inc.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(unaudited)
<TABLE>
<CAPTION>
CAPITAL IN TOTAL
COMMON SHARES TREASURY SHARES EXCESS OF ACCUMULATED SHAREHOLDERS'
SHARES AMOUNT SHARES AMOUNT STATED VALUE DEFICIT EQUITY
--------- ----------- ------- --------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, March 3, 1996 2,969,405 $ 2,969,000 -- -- $25,936,000 $(21,527,000) $ 7,378,000
Change in stated value -- (2,939,000) -- -- 2,939,000 -- --
Net loss -- -- -- -- -- (4,055,000) (4,055,000)
Purchase of treasury shares -- -- (8,333) (23,000) -- -- (23,000)
--------- ----------- ------- --------- ----------- ------------ -----------
Balance, March 2, 1997 2,969,405 30,000 (8,333) (23,000) 28,875,000 (25,582,000) 3,300,000
Net loss -- -- -- -- -- (117,000) (117,000)
Purchase of treasury shares -- -- (50,233) (116,000) -- -- (116,000)
--------- ----------- ------- --------- ----------- ------------ -----------
Balance, November 9, 1997 2,969,405 $ 30,000 (58,566) $(139,000) $28,875,000 $(25,699,000) $ 3,067,000
========= =========== ======= ========= =========== ============ ===========
</TABLE>
See notes to consolidated financial statements
5
<PAGE> 6
Morgan's Foods, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
THIRTY-SIX WEEKS ENDED
----------------------------------------
NOVEMBER 9, 1997 NOVEMBER 10, 1996
---------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS $ (117,000) $ (271,000)
ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 1,271,000 1,349,000
LOSS ON SALE OF RESTAURANTS AND
OTHER PROPERTY AND EQUIPMENT 80,000 95,000
CHANGE IN ASSETS AND LIABILITIES:
DECREASE IN RECEIVABLES 8,000 26,000
DECREASE (INCREASE) IN INVENTORIES (18,000) 5,000
DECREASE IN PREPAID EXPENSES 3,000 28,000
(INCREASE) IN OTHER ASSETS (44,000) (130,000)
(DECREASE) IN ACCOUNTS PAYABLE (132,000) (51,000)
INCREASE (DECREASE) IN ACCRUED EXPENSES (233,000) 78,000
----------- -----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 818,000 1,129,000
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CASH FLOWS FROM INVESTING ACTIVITIES:
SALE OF RESTAURANTS AND LEASEHOLDS,
NET OF EXPENSES OF SALE 15,000 21,000
CAPITAL EXPENDITURES (2,576,000) (1,137,000)
PURCHASE OF FRANCHISE AGREEMENTS (443,000) --
PROCEEDS FROM SALE AND MATURITY
OF MARKETABLE SECURITIES 72,000 66,000
----------- -----------
NET CASH USED IN
INVESTING ACTIVITIES (2,932,000) (1,050,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
PROCEEDS FROM PROPERTY AND EQUIPMENT FINANCING 2,515,000 925,000
PRINCIPAL PAYMENTS ON LONG-TERM DEBT (337,000) (182,000)
PRINCIPAL PAYMENTS ON CAPITAL LEASE OBLIGATIONS (288,000) (253,000)
PURCHASE OF TREASURY SHARES (116,000) --
----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 1,774,000 490,000
----------- -----------
NET CHANGE IN CASH AND EQUIVALENTS (340,000) 569,000
CASH AND EQUIVALENTS, BEGINNING BALANCE 3,013,000 2,666,000
----------- -----------
CASH AND EQUIVALENTS, ENDING BALANCE $ 2,673,000 $ 3,235,000
=========== ===========
</TABLE>
See notes to consolidated financial statements
6
<PAGE> 7
Morgan's Foods, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED NOVEMBER 9, 1997 AND NOVEMBER 10, 1996
Note 1. Summary of Significant Accounting Policies
The interim consolidated financial statements of Morgan's Foods, Inc. have
been prepared without audit. In the opinion of Company Management, all
adjustments have been included. Unless otherwise disclosed, all adjustments
consist only of normal recurring adjustments necessary for a fair statement of
results of operations for the interim periods. These unaudited financial
statements have been prepared using the same accounting principles that were
used in preparation of the Company's annual report on Form 10-K for the year
ended March 2, 1997.
Note 2. Reverse Stock Split
On June 27, 1997, shareholders approved a one for six reverse stock split
of the Company's common shares which was effective on July 14, 1997. All share
and per share data have been restated to reflect the one for six reverse stock
split.
Note 3. Closing of Restaurants
During the third quarter of fiscal 1998, the Company closed an
under-performing KFC restaurant in the St. Louis market and recognized a loss on
disposal of the leasehold improvements and equipment. During the second quarter
of fiscal 1997, the Company closed two unprofitable KFC restaurants in the St.
Louis market. One of the restaurants was at the end of the lease term and was
closed. The second restaurant was closed and the Company recognized a loss of
$95,000 on the sale of the leasehold interest to an independent restaurant
operator for $21,000.
Note 4. Change in stated value of common shares
On June 28, 1996 the Board of Directors of the Company approved a change in
the stated value of the Company's common shares from $1.00 per share to $.01 per
share.
Note 5. Future Financial Statement Disclosures
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an
Enterprise and Related Information, which will be effective for the Company's
1999 fiscal year. SFAS No. 131 redefines how operating segments are determined
and requires disclosure of certain financial and descriptive information about a
company's operating segments. The Company has not yet completed its analysis of
SFAS No. 131 and accordingly has not yet determined what effect, if any, it may
have on future financial statement disclosures.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
DESCRIPTION OF BUSINESS. Morgan's Foods, Inc. ("the Company") operates
through wholly-owned subsidiaries Kentucky Fried Chicken ("KFC") restaurants
under franchises from KFC Corporation and has rights to operate, as a
franchisee, East Side Mario's restaurants in the Cleveland/Akron and Columbus,
Ohio areas. As of December 19, 1997, the Company operates 38 KFC restaurants,
three of which also offer Taco Bell products, and six East Side Mario's
restaurants. The Company's fiscal year is a 52 - 53 week year ending on the
Sunday nearest the last day of February.
REVENUES. Revenues for the quarter ended November 9, 1997 were $9,034,000
compared to $9,024,000 for the quarter ended November 10, 1996. The increase of
$10,000 was the net effect of four factors. The first was the increase of
$492,000 in KFC revenues from restaurants acquired or built since November 10,
1996. Secondly, closed KFC restaurants accounted for approximately $234,000 of
revenues in the quarter ended November 10, 1996 which were not present in the
quarter ended November 9, 1997. Third, sales at the East Side Mario's
restaurants declined by $176,000 compared to the third quarter of the prior
year, which represents an 8.0% decrease in comparable sales. Last, comparable
restaurant revenues in the KFC restaurants declined $72,000 or 1.1% compared to
the year earlier quarter. Comparable restaurant KFC revenues decreased because
of the successful promotions of the prior year quarter combined with a lack of
new product introductions in the current year period. The East Side Mario's
restaurants, the oldest of which opened four and one-half years ago, have
exhibited significant declines from their opening sales levels due to increased
competition and lack of effective menu changes and advertising.
For the thirty-six weeks ended November 9, 1997 revenue was $27,644,000
compared to $27,583,000 or an increase of $61,000. Several factors combined to
produce this result. First, new KFC restaurants increased revenues by $1,362,000
which was partially offset by closed KFC restaurants which accounted for a
decrease of $729,000 in the year-to-date period ended November 9, 1997 compared
to the year earlier period. Second, KFC revenues increased $82,000 in the
comparable restaurants and third, revenues in the East Side Mario's declined
$654,000 in the thirty-six weeks ended November 9, 1997 compared to the year
earlier period. These changes were caused by the factors described above for the
third quarter.
COST OF SALES - FOOD, PAPER AND BEVERAGES. Food, paper and beverage costs
for the quarter ended November 9, 1997 as a percentage of revenue were 32.1%
compared to 32.2% in the prior year. These results were achieved through
improved efficiency at the KFC restaurants, combined with East Side Mario's
costs which remained constant as a percentage of revenue compared to the prior
year period. Food, paper and beverage costs for the thirty-six weeks ended
November 9, 1997 decreased slightly as a percentage of sales to 31.7% compared
to 31.8% in the same period of the prior year. This was the result of improved
efficiency and favorable menu mix in both the KFC and East Side Mario's
restaurants partially offset by higher chicken costs in the KFC restaurants.
COST OF SALES - LABOR AND BENEFITS. Labor and benefits increased as a
percentage of revenue for the quarter ended November 9, 1997 to 26.6% compared
to 25.9% one year ago. The increase is primarily due to the effect of minimum
wage increases on the overall labor rates in the Company's restaurants. For the
thirty-six weeks ended November 9, 1997 labor and benefits increased as a
percentage of revenue to 26.5% from 25.9% in the same period a year earlier.
This was caused by the minimum wage increases in the KFC restaurants and lower
labor efficiency in the East Side Mario's restaurants due to lower revenue
levels.
RESTAURANT OPERATING EXPENSES. Restaurant operating expenses decreased as a
percentage of revenue from 28.7% in the third quarter of fiscal 1996 to 27.0% in
fiscal 1997. The decrease was primarily caused
8
<PAGE> 9
by more effective cost controls in the East Side Mario's restaurants combined
with reduced reserves related to rent guarantees on sold KFC restaurants. For
the thirty-six weeks ended November 9, 1997, restaurant operating expenses
declined to 27.3% of revenue, from 28.5% in the year earlier period primarily
due to the factors cited above.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization for the
quarter ended November 9, 1997 decreased to $419,000 from $445,000 in the same
quarter a year earlier due to the effect of the asset impairment write-down
taken in the fourth quarter of fiscal 1997. Depreciation and amortization for
the year to date fiscal 1998 declined to $1,271,000 from $1,349,000 in fiscal
1997 for the same reasons cited above.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
for the third quarter of fiscal 1998 were unchanged at $641,000. General and
administrative expenses for the thirty-six weeks ended November 9, 1997 were
$1,863,000 compared to $1,900,000 in the thirty-six weeks ended November 10,
1996. The decrease is due primarily to the consolidation of administrative
positions in the East Side Mario's operation.
OPERATING INCOME. Operating income in the quarter ended November 9, 1997
was $230,000 compared to $103,000 for the quarter ended November 10, 1996.
Operating income for the KFC restaurants in the current quarter was greater than
the prior year due to additional restaurants, improved operating efficiencies
and the elimination of low volume restaurants. This increase was combined with
lower operating losses of the East Side Mario's in the third quarter of fiscal
1998 caused by tighter cost controls at those restaurants. Operating income for
the thirty-six weeks ended November 9, 1997 increased to $879,000 compared to
operating income of $558,000 in the comparable year earlier period. During the
thirty-six weeks ended November 9, 1997 operating income for the KFC restaurants
increased and operating losses of the East Side Mario's restaurants declined
significantly from the same period a year earlier for the reasons cited above.
INTEREST EXPENSE. Interest expense on bank debt increased to $188,000 in
the quarter ended November 9, 1997 from $149,000 in the quarter ended November
10, 1996 due to additional bank debt for the acquisition of two KFC restaurants
and the building of a new KFC restaurant. Interest expense on capitalized leases
in the quarter ended November 9, 1997 remained approximately the same at
$124,000 compared to $129,000 for the year earlier period. Interest expense on
bank debt for the thirty-six weeks ended November 9, 1997 increased to $591,000
from $426,000 in the same period a year earlier due to the same factors
mentioned above. Interest expense on capitalized leases remained essentially
unchanged at $375,000 in fiscal 1998 compared to $387,000 in fiscal 1997.
LOSS ON DISPOSAL OF RESTAURANTS. The loss of $80,000 in the third quarter
of fiscal 1998 was primarily the result of closing an under-performing KFC
restaurant in the St. Louis market which had come to the end of its lease term.
The leasehold was abandoned because acceptable terms for a new lease of the site
could not be reached. For the thirty-six weeks ended November 9, 1997 the loss
on disposals was $80,000 compared to $95,000 in the comparable year earlier
period. Losses in both years were a combination of closed restaurants and small
amounts of unusable equipment abandoned during various image enhancements.
OTHER INCOME. Other income of $19,000 in the quarter ended November 9, 1997
was similar in amount to the $27,000 in the comparable prior year period. These
amounts are comprised primarily of interest income, rental income, and payment
discounts. Other income for the thirty-six weeks ended November 9, 1997 was
$50,000 compared to $79,000 in the comparable year earlier period.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES. Cash flow activity for the first
thirty-six weeks of fiscal 1998 and fiscal 1997 is presented in the Consolidated
Statements of Cash Flows. In fiscal 1998, cash provided by operating activities
was $818,000 and the Company purchased property and equipment of $2,576,000. The
Company paid scheduled long-term bank and capitalized lease debt of $625,000 in
fiscal 1998 and received property and equipment financing of $2,515,000 to fund
acquisitions of KFC property and equipment and new franchise agreements for all
of its KFC restaurants. Capital expenditures during fiscal 1998 include: a new
KFC restaurant built in Greensburg, Pennsylvania, purchase of a previously
leased KFC restaurant in St. Louis, Missouri, and refurbishment of seven KFC
restaurants, including adding three Taco Bell 2-in-1 facilities.
The KFC operations of the Company have historically provided sufficient
cash flow to service the Company's debt, refurbish and upgrade KFC restaurant
properties and cover administrative overhead. Management believes that operating
cash flow will provide sufficient capital to continue to operate and maintain
the KFC and East Side Mario's restaurants, service the Company's debt and
support required corporate expenses. In addition to the Company's operating cash
flow, management believes that additional financing, including long term leases
of build-to-suit restaurants and development lines of credit can be obtained for
use in the acquisition of new and refurbishment of existing KFC properties.
OTHER. The Company is currently not in full compliance with the American
Stock Exchange financial condition guidelines for continued listing.
Specifically, the guidelines indicate that any company with shareholders' equity
less than $4,000,000 and losses in 3 of its last 4 fiscal years may be
considered for delisting. This condition has been reviewed with representatives
of the American Stock Exchange who indicated that the Company's performance will
continue to be monitored by the Exchange.
Item 6. Exhibits
(a) Exhibit 27 - Financial Data Schedule
10
<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.
Morgan's Foods, Inc.
-----------------------------------
(Registrant)
Dated: December 22, 1997 By: /s/ Kenneth L. Hignett
----------------------- -----------------------------------
Kenneth L. Hignett
Senior Vice President,
Chief Financial Officer & Secretary
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-01-1998
<PERIOD-START> AUG-18-1997
<PERIOD-END> NOV-09-1997
<CASH> 2,673,000
<SECURITIES> 126,000
<RECEIVABLES> 104,000
<ALLOWANCES> 0
<INVENTORY> 311,000
<CURRENT-ASSETS> 3,402,000
<PP&E> 26,550,000
<DEPRECIATION> 11,391,000
<TOTAL-ASSETS> 20,604,000
<CURRENT-LIABILITIES> 4,649,000
<BONDS> 12,888,000
0
0
<COMMON> 30,000
<OTHER-SE> 3,037,000
<TOTAL-LIABILITY-AND-EQUITY> 20,604,000
<SALES> 9,034,000
<TOTAL-REVENUES> 9,034,000
<CGS> 5,304,000
<TOTAL-COSTS> 8,804,000
<OTHER-EXPENSES> 61,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 312,000
<INCOME-PRETAX> (143,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (143,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (143,000)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
