<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1995 Commission File Number 0-12015
HEALTHCARE SERVICES GROUP, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2018365
- ------------------------------- ----------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) number)
2643 Huntingdon Pike, Huntingdon Valley, Pennsylvania 19006
- -------------------------------------------------------------------------------
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (215) 938-1661
--------------
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 of common stock, issued and outstanding
as of May 12, 1995 is 7,955,537
Total 13 Pages
<PAGE> 2
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
--------------------- --------
Balance Sheets as of March 31, 1995 and
December 31, 1994 2
Statements of Income for the Three Months
Ended March 31, 1995 and 1994 3
Statements of Cash Flows for the Three Months
Ended March 31, 1995 and 1994 4
Notes to Financial Statements 5 to 8
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 to 11
PART II. OTHER INFORMATION 12
-----------------
SIGNATURES 13
-1-
<PAGE> 3
<TABLE>
<CAPTION>
HEALTHCARE SERVICES GROUP, INC.
Balance Sheets
March 31, December 31,
1995 1994
-------------- -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 12,174,658 $ 11,230,118
Accounts and notes receivable, less allowance
for doubtful accounts of $4,625,000
in 1995 and $4,500,000 in 1994 34,747,792 32,773,299
Inventories and supplies 6,618,456 6,298,370
Deferred income taxes 1,416,791 1,435,350
Prepaid expenses and other 2,072,017 2,791,376
-------------- -------------
Total current assets 57,029,714 54,528,513
PROPERTY AND EQUIPMENT:
Laundry and linen equipment 11,581,380 10,835,247
Housekeeping equipment and office
furniture 5,377,483 5,174,624
Autos and trucks 140,703 140,703
-------------- -------------
17,099,566 16,150,574
Less accumulated depreciation 10,758,328 10,207,941
-------------- -------------
6,341,238 5,942,633
INTANGIBLE ASSETS less accumulated
amortization of $297,839 in 1995
and $398,565 in 1994 609,573 1,106,666
COST IN EXCESS OF FAIR VALUE OF NET
ASSETS ACQUIRED less accumulated
amortization of $1,036,362 in 1995 and
$1,008,455 in 1994 2,339,115 2,367,021
CERTIFICATES OF DEPOSIT PLEDGED FOR
LOAN GUARANTEES (Note 4) 1,500,000
DEFERRED INCOME TAXES 2,309,133 2,207,236
OTHER NONCURRENT ASSETS 8,499,560 8,163,134
-------------- -------------
$ 77,128,333 $ 75,815,203
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,786,063 $ 3,630,573
Accrued payroll 2,930,725 1,769,544
Accrued and withheld payroll taxes 342,958 176,545
Other accrued expenses 230,676 720,749
Income taxes payable 886,958 727,741
Accrued insurance claims 1,452,954 1,356,984
-------------- -------------
Total current liabilities 7,630,334 8,382,136
ACCRUED INSURANCE CLAIMS 3,087,526 2,883,591
RESERVE FOR CONTINGENT LOSSES ON
PROMISSORY NOTES (Note 2 ) 150,000 300,000
LITIGATION SETTLEMENT LIABILITY (Note 3) 2,125,000 2,125,000
COMMITMENTS AND CONTINGENCIES (Notes 2,3,4 & 5 )
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value: 10,000,000
shares authorized, 7,953,974 shares
issued in 1995 and 7,935,874 in 1994 79,540 79,359
Additional paid in capital 32,822,634 32,621,034
Retained earnings 31,233,299 29,424,083
-------------- -------------
Total stockholders' equity 64,135,473 62,124,476
-------------- -------------
$ 77,128,333 $ 75,815,203
============== =============
See accompanying notes.
-2-
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
HEALTHCARE SERVICES GROUP, INC.
Statements of Income
For the Three Months Ended
March 31
------------------------------
1995 1994
------------- -------------
<S> <C> <C>
Revenues $ 36,385,777 $ 31,595,282
Operating costs and expenses:
Cost of services provided 30,765,990 26,603,578
Selling, general and administrative 2,927,764 2,393,069
Recovery of contingent losses on promissory
notes sold (Note 2) (150,000) (50,000)
Other income:
Interest income 200,158 82,336
------------- -------------
Income before income taxes 3,042,181 2,730,971
Income taxes 1,233,000 1,147,000
------------- -------------
Net income $ 1,809,181 $ 1,583,971
============= =============
Earnings per common share $ 0.22 $ 0.20
============= =============
Weighted average number of common
shares outstanding 8,286,414 8,116,010
============= =============
</TABLE>
See accompanying notes.
-3-
<PAGE> 5
<TABLE>
<CAPTION>
HEALTHCARE SERVICES GROUP, INC.
Statements of Cash Flows For the Three Months Ended
March 31,
------------------------------
1995 1994
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net Income 1,809,181 1,583,971
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 660,149 651,447
Bad debt provision 147,000 150,000
Recovery of contingent losses on
promissory notes sold (Note 2) (150,000) (50,000)
Deferred income taxes benefits (83,338) (315,227)
Tax benefit of stock option transactions 41,445
Changes in operating assets and liabilities:
Accounts receivable (2,121,251) (1,774,972)
Inventories and supplies (320,086) (158,265)
Changes to long term trade notes
receivable (401,695) (346,247)
Accounts payable and other accrued expenses (2,334,584) (1,763,419)
Accrued payroll, accrued and withheld payroll
taxes 1,327,594 1,208,871
Accrued insurance claims 299,905 (288,619)
Income taxes payable 159,445 1,112,146
Prepaid expenses and other assets 1,199,431 (692,631)
----------- -----------
Net cash provided by (used in) operating
activities 233,439 (682,945)
----------- -----------
Cash flows from investing activities:
Disposals of fixed assets 11,008
Additions to property and equipment (948,992) (343,848)
Release of certificates of deposits pledged
for loan guarantees 1,500,000
----------- -----------
Net cash provided by (used in) investing
activities 551,008 (332,840)
----------- -----------
Cash flows from financing activities:
Proceeds from the exercise of stock options 160,336 4,625
----------- -----------
Net cash provided by financing activities 160,336 4,625
----------- -----------
Net increase (decrease) in cash and cash equivalents 944,783 (1,011,160)
Cash and cash equivalents at beginning of the period 11,230,118 7,858,694
----------- -----------
Cash and cash equivalents at end of the period 12,174,658 6,847,534
=========== ===========
</TABLE>
See accompanying notes.
-4-
<PAGE> 6
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Reporting
The accompanying financial statements are unaudited and do not include
certain information and note disclosures required by generally accepted
accounting principles for complete financial statements. The balance sheet shown
in this report as of March 31, 1995 has been derived from, and does not include,
all the disclosures contained in the consolidated financial statements for the
year ended December 31, 1994. These statements should be read in conjunction
with the financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994. However, in the
opinion of the Company, all adjustments considered necessary for a fair
presentation have been included. The results of operations for the three months
ended March 31, 1995 are not necessarily indicative of the results that may be
expected for the full fiscal year.
Note 2- Sale of Promissory Notes Receivable and Provision for
Contingent Losses on Promissory Notes Sold
In 1991 and 1990, the Company sold to its bank, with recourse, promissory
notes receivable at face value of approximately $3,800,000 and $2,500,000,
respectively. As of March 31, 1995 the 1991 promissory notes sold have an
outstanding balance of $150,000, while the 1990 promissory notes have been paid
in full. As of December 31, 1994, the 1991 and 1990 promissory notes sold had
approximately $300,000 and $800,000, respectively, of the aggregate amount of
the promissory notes sold in each year remained outstanding. On July 15, 1992, a
client paid in full to the Company's bank one of the promissory notes in the
amount of $910,000. In addition, the client paid $100,000 in each quarter of
1993 (in the aggregate $400,00), as well as $50,000 in the first quarter of 1994
and $75,000 in each of the second and third quarters of 1994 and $100,000 in the
fourth quarter of 1994 (in the aggregate $300,000), and a $150,000 payment in
the first quarter of 1995 as partial payment on another note (see discussion
below regarding these promissory notes). Therefore, the Company reversed the
provision recorded as of December 31, 1991 and recognized the $910,000,
$400,000, $300,000 and $150,000 payments as income in 1992, 1993, 1994 and the
three month period ending March 31, 1995, respectively. All of the promissory
notes sold during 1990 and all but one of the promissory notes sold during 1991
represent accounts receivable due to the Company for services rendered. These
accounts receivable had been converted to promissory notes prior to their sale
to the bank. The Company converted the accounts receivable to interest bearing
promissory notes receivable in order to further evidence the amounts owed and to
enhance its collection efforts. All of the promissory notes (except the one
mentioned in the following paragraph) provided for monthly payments of principal
and interest and some were secured by certain assets of the issuers. Pursuant to
agreements with its bank, the Company may be required to post substitute
collateral if its line of credit from its bank expires or is terminated prior to
the promissory notes being paid in full.
-5-
<PAGE> 7
In 1991, the Company made arrangements with its bank to provide financing of
$1,000,000 to one of its clients for which the Company agreed to guarantee
payment. In order for the Company to negotiate maximum security for its
guarantee, the Company made the loan directly to the client and simultaneously
sold the promissory note receivable to the bank. In addition, among the notes
sold during 1991, is a promissory note in the amount of $910,000 which was
issued in 1990 by an entity related to this client and subsequently paid in full
to the bank on July 15, 1992. On April 22, 1992 a director of the Company, who
is not an officer, agreed to purchase these promissory notes (for the full
principal amount thereof plus accrued interest) without recourse to the Company,
upon a request by the bank that the Company post substitute collateral. Any such
purchase would include the assignment of the collateral pledged as security. The
Company entered into this agreement (which was approved by the Board of
Directors) with the director in order to protect its interests with respect to
these promissory notes. The director is engaged in the operation of nursing
homes. Although the Company believes that it will not incur any financial loss
as a result of these promissory notes, it has, as of March 31, 1995 and December
31, 1994, established a reserve for contingent losses in the amount of $150,000
and $300,000, respectively. The borrower of the $1,000,000 financing used the
proceeds to fully fund the purchase price for its acquisition of the client.
The equity method of accounting had been used to value the collateral held as
security for these promissory notes, which, as a consequence of losses incurred
by the client after the closing date of the transaction had resulted in the
Company providing a reserve for the total unpaid amount of the promissory notes
as of March 31, 1995 and December 31, 1994.
Note 3 - Settlement of Class Action Litigation
In the fourth quarter of 1993 the Company and its insurer consumated an
agreement to settle the consolidated class action complaints filed against it in
Federal District Court. The settlement was approved by court order dated
September 8, 1994 and became effective on October 10, 1994. The settlement
provided for the payment of $2,625,000 by the Company's insurer, which funds
have been placed in escrow, and the issuance of common shares by the Company
having a value of $2,125,000 to be issued by the Company. The settlement and
related estimated legal costs have been recorded as an extraordinary item in
1993. Such extraordinary item reduced 1993 net income by approximately
$1,437,000, net of income tax benefit of $844,000. Based on the first quarter of
1995's average current market value, the Company estimates that it will issue
approximately 156,000 shares, which it expects to issue during the second
quarter of 1995; this will increase the number of common shares outstanding by
approximately 2.0%. The effect of issuing the shares is reflected in the per
share amounts reported for both the three month periods ended March 31, 1995 and
1994.
-6-
<PAGE> 8
Note 4- Other Contingencies
In 1988, the Company acquired a 19.5% interest in T.L.C. St Petersburg,
Inc. ("TLC"), a corporation which owned and operated a long-term care facility
in Florida and which was a client of the Company. The Company had guaranteed
$1,500,000 of working capital loans of TLC at both December 31, 1994 and
December 31, 1993 and had pledged equal amounts of certificates of deposit as
collateral for the guarantee (which are listed as Certificates of Deposit
Pledged for Loan Guarantees in the accompanying balance sheets at both December
31, 1994 and December 31, 1993). In addition, the Company had guaranteed notes
payable of approximately $1,700,000 of TLC. TLC made all required principal and
interest payments due under the terms of these loans through December 31, 1994.
Total guarantees for TLC aggregated $3,200,000 at both December 31, 1994 and
December 31, 1993.
During 1993, one of the Company's clients, which owns and operates a
significant number of long-term care facilities throughout the country,
purchased from a third party the balance of the issued and outstanding shares of
TLC and that client now holds 90.1% of the issued and outstanding shares of TLC.
During the fourth quarter of 1993, TLC entered into an agreement to sell
substantially all of its assets to an unrelated third party. The sale closed on
March 28, 1995 and all loans guaranteed by the Company have been paid in full
and the Certificates of Deposit pledged for the loan guarantees have been
released to the Company.
As of January 1, 1994, TLC entered into a twenty year agreement to lease
the operations of the facility to an entity controlled by TLC's majority
shareholder. The purchaser of TLC's assets assumed such operating lease.
However, because of TLC's uncertain financial condition, the Company, until
the time TLC entered into an agreement to sell its assets, fully reserved
advances to and receivables from TLC which amounted to approximately $2,000,000
at both December 31, 1994 and 1993 and $1,200,000 at December 31, 1992.
Subsequent to the sales agreement, the Company advanced approximately $2,600,000
to TLC. All obligations due the Company have been assumed by the entity that
began operating the facility on January 1, 1994. The obligations are being
repaid in accordance with the terms of a promissory note issued to the Company.
The Company has a $13,000,000 bank line of credit on which it may draw to
meet short-term liquidity requirements or for other purposes, that expires on
June 30, 1995. The Company currently anticipates that its bank line of credit
will be renewed for a one year period. Amounts drawn under the line are payable
upon demand. At both March 31, 1995 and December 31, 1994, there were no
borrowings under the line. However, during 1991 and 1990, the
-7-
<PAGE> 9
Company sold promissory notes receivable of approximately $3,800,000 and
$2,500,000, respectively, to its bank with recourse. As of March 31, 1995 the
1991 promissory notes sold have an outstanding balance of approximately
$150,000, while the 1990 promissory notes sold have been paid in full. At
December 31, 1994, the unpaid balance of the promissory notes receivable sold
was approximately $1,100,000 (see Note 6 of Notes to Financial Statements at
December 31, 1994). In addition, at both March 31, 1995 and December 31, 1994
the Company had outstanding approximately $8,200,000 of irrevocable standby
letters of credit, which primarily relate to payment obligations under the
Company's insurance program. Both the promissory notes receivable sold (see
Note 2 above) and letters of credits issued reduced the amount available under
the line by approximately $8,350,000 at March 31, 1995 and $9,300,000 at
December 31, 1994.
Note 5 - Other Matters
The Securities and Exchange Commission (SEC) is conducting a non-public
investigation with respect to certain matters, including the Company's financial
statements, financial condition and results of operations. The Company has been
cooperating fully with such inquiry on a voluntary basis. The Staff of the SEC
has recently advised the Company that it is considering recommendations to the
Commission about certain allegations of violations of the Federal securities
laws by the Company and certain of its officers with respect to periods ended on
or before December 31, 1991. However, the Staff has advised the Company that it
will not make any recommendations to the Commission until the Company has the
opportunity to address the issues raised by the Staff.
In addition, the United States Attorney for the Eastern District of
Pennsylvania is investigating certain payments (approximately $84,000 in 1988,
$54,000 in 1989, $110,000 in 1990, $125,000 in 1991 and $34,000 in $1992) made
by the Company between June 1988 and January 1992 to certain vendors that were
not in accordance with Company policy. This matter was previously investigated
and reported upon by the Company in its Form 10-K for the year ended December
31, 1991. The information regarding this matter was voluntarily furnished to the
U.S. Attorney's office in New Jersey in May 1992 and such payments were
recovered by the Company in 1992.
The ultimate outcome of these matters cannot presently be determined and
accordingly no adjustments have been made to the Company's financial statements.
The Company does, however, anticipate that it may incur a significant amount of
legal and related expenses in connection with these matters.
-8-
<PAGE> 10
PART I.
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 financial statements and notes thereto.
RESULTS OF OPERATIONS
Revenues for the first quarter of 1995 increased by 15.2% over revenues in
the corresponding 1994 quarter. The following factors contributed to the
increase in revenues: service agreements with new clients in existing geographic
areas increased revenues 21.6% ; geographic expansion increased revenues 3.3%
while cancellations and other minor changes decreased revenues 9.7% .
Cost of services provided as a percentage of revenues increased slightly to
84.5% in the first quarter of 1995 compared to 84.2% in the corresponding 1994
quarter. The primary factors affecting the variations in comparing the periods'
cost of services provided as a percentage of revenue and their respective
effects on the .3% increase are as follows: costs associated with service
agreements cancelled of 1.1%; increase in labor cost of .6%; and an increase in
workers' compensation, general liability and other insurance of .6%; and
offsetting these increases was; a 1.% decrease from the recovery of damages
resulting from the settlement of litigation; a decrease in depreciation of .4%;
and a decrease in the cost of health insurance and employee benefits of .4%.
Selling, general and administrative expenses as a percentage of revenue
increased to 8.0% for the first quarter of 1995 as compared to 7.6% in the
corresponding 1994 period. The .4% increase is primarily attributable to
additional costs associated with the expansion of the divisional and regional
staffs which will better position the Company to achieve its performance
objectives in the future.
The Company anticipates that it will incur a significant amount of legal
and related expenses in connection with certain matters (see Note 5 - Other
Matters).
-9-
<PAGE> 11
Liquidity and Capital Resources
At March 31, 1995 the Company had working capital of $49,399,380
compared to $46,146,376 at December 31, 1994.
The Company's current ratio at March 31, 1995 is 7.5 to 1 as compared to 6.5
to 1 at December 31, 1994.
The net cash provided by the Company's operating activities was $233,196
for the three month period ended March 31, 1995. The components of working
capital that required the largest amount of cash were; a $2,121,251 increase in
accounts receivable and a $2,334,584 decrease in accounts payable and other
accrued expenses. The increase in accounts receivable resulted primarily from
the continued growth in the Company's revenues which increased by 15.2% in the
three month period ended March 31, 1995. The increased use of cash associated
with accounts payable and other accrued expenses resulted primarily from the
timing of payments to vendors.
The Company expends considerable effort to collect the amounts due for its
services on the terms agreed upon with its clients. Many of the Company's
clients participate in programs funded by federal and state governmental
agencies which historically have encountered delays in making payments to its
program participants. Whenever possible, when a client falls behind in making
agreed-upon payments, the Company converts the unpaid accounts receivable to
interest bearing promissory notes receivable. The promissory notes receivable
provide a means by which to further evidence the amounts owed, provide a
definitive repayment plan and therefore may enhance the ultimate collectibility
of the amounts due. In some instances the Company obtains a security interest in
certain of the debtors' assets. Certain of the Company's promissory notes
receivable have been sold to its bank (see Note 2 of Notes to Financial
Statements).
The Company has a $13,000,000 bank line of credit on which it may draw to
meet short-term liquidity requirements in excess of internally generated cash
flow, that expires on June 30, 1995. The Company currently anticipates that its
bank line of credit will be renewed for a one year period. Amounts drawn under
the line are payable on demand. At March 31, 1995, there were no borrowings
under the line. However, at such date, the amount available under the line had
been reduced by approximately $8,350,000 as a result of contingent liabilities
of the Company to the lender relating to letters of credit issued for and
guaranties of promissory notes receivable sold by the Company.
At March 31, 1995, the Company had $12,174,658 of cash and cash
equivalents, which it views as its principal measure of liquidity.
-10-
<PAGE> 12
In the fourth quarter of 1993, the Company and its insurer reached an
agreement in principle to settle the consolidated class action complaint filed
against it in Federal District Court. The Order approving the settlement was
approved by the court on September 8, 1994 and became effective on October 10,
1994. The proposed settlement provides for the payment of $2,625,000 to be paid
by the Company's insurer and common shares having a value of $2,125,000 to be
issued by the Company (see Note 8 of Notes to Financial Statements at December
31, 1994.)
The Company has no specific material commitments for capital expenditures
and believes that its cash from operations, existing balances and available
credit line will be adequate for the foreseeable future to satisfy the needs of
its operations and to fund its continued growth. However, if the need arose, the
Company would seek to obtain capital from such sources as long-term debt or
equity financing.
-11-
<PAGE> 13
PART II. Other Information
-----------------
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities. None.
Item 3. Defaults under Senior Securities. None.
Item 4. Submission of Matters to a
Vote of Security
Holders. Not Applicable.
Item 5. Other Information.
a) None.
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits - None.
b) Reports on Form 8-K - None.
-12-
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HEALTHCARE SERVICES GROUP, INC.
-------------------------------
May 11, 1995 /s/ DANIEL P. McCARTNEY
- --------------------------- ---------------------------------------
Date DANIEL P. McCARTNEY
Director and Chief Executive
Officer
May 11, 1995 /s/ THOMAS A. COOK
- --------------------------- ---------------------------------------
Date THOMAS A. COOK
Director, President and
Chief Operating Officer
May 11, 1995 /s/ JAMES L. DiSTEFANO
- --------------------------- ---------------------------------------
Date James L. DiStefano
Chief Financial Officer and
Treasurer
May 11, 1995 /s/ RICHARD W. HUDSON
- --------------------------- ---------------------------------------
Date Richard W. Hudson
Vice President- Finance
and Chief Accounting Officer
-13-
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MO
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 12,174,658
<SECURITIES> 0
<RECEIVABLES> 39,372,792
<ALLOWANCES> 4,625,000
<INVENTORY> 6,618,456
<CURRENT-ASSETS> 57,029,714
<PP&E> 17,099,566
<DEPRECIATION> 10,758,328
<TOTAL-ASSETS> 77,128,333
<CURRENT-LIABILITIES> 7,630,334
<BONDS> 0
<COMMON> 79,540
0
0
<OTHER-SE> 64,055,933
<TOTAL-LIABILITY-AND-EQUITY> 77,128,333
<SALES> 0
<TOTAL-REVENUES> 36,385,777
<CGS> 30,765,990
<TOTAL-COSTS> 33,693,754
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,042,181
<INCOME-TAX> 1,233,000
<INCOME-CONTINUING> 1,809,181
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,809,181
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>
