<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended September 30, 1999
--------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
----------------------- ------------------
Commission file number 0-21682
-----------------------
SPARTA, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 63-0775889
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification Number)
23041 Avenida de la Carlota, Suite 325, Laguna Hills, CA 92653-1595
- -------------------------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
(949) 768-8161
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- --------------------------------------------------------------------------------
(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 or 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 October 3, 1999, the registrant had 5,582,445 shares of common stock, $.01
par value per share, issued and outstanding.
<PAGE> 2
SPARTA, Inc.
QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 1999
INDEX
PART I FINANCIAL STATEMENTS
ITEM 1 Quarterly Financial Statements
Statements of Income for the Three and Nine Month Periods
Ended September 30, 1999 and September 30, 1998
Balance Sheets as of September 30, 1999 and December 31, 1998
Statement of Cash Flows for the Nine Month Periods Ended
September 30, 1999 and September 30, 1998
Notes to Financial Statements
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations
ITEM 3 Quantitative and Qualitative Disclosures about Market Risk
PART II OTHER INFORMATION
SIGNATURE
2
<PAGE> 3
PART I -- FINANCIAL STATEMENTS
SPARTA, Inc.
STATEMENT OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months ended Nine Months ended
September 30, September 30,
--------------------------- ---------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales $29,458,000 $24,169,000 $82,702,000 $70,763,000
----------- ----------- ----------- -----------
Costs and expenses:
Labor costs and related benefits 14,811,000 14,100,000 44,258,000 38,637,000
Subcontractor and other costs 9,157,000 5,824,000 22,823,000 18,406,000
Facility costs 2,011,000 1,798,000 5,920,000 5,434,000
Travel and other 695,000 515,000 2,228,000 2,199,000
Interest expense, net 17,000 58,000 145,000 256,000
----------- ----------- ----------- -----------
26,691,000 22,295,000 75,374,000 64,932,000
----------- ----------- ----------- -----------
Income before provision for
taxes on income 2,767,000 1,874,000 7,328,000 5,831,000
Provision for taxes on income 1,107,000 787,000 2,931,000 2,449,000
----------- ----------- ----------- -----------
Net income $ 1,660,000 $ 1,087,000 $ 4,397,000 $ 3,382,000
=========== =========== =========== ===========
Basic earnings per share $ 0.21 $ 0.20 $ 0.57 $ 0.48
=========== =========== =========== ===========
Diluted earnings per share $ 0.19 $ 0.16 $ 0.52 $ 0.45
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE> 4
SPARTA, Inc.
BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Current Assets
Cash $ 327,000 $ 174,000
Accounts receivable 21,515,000 25,108,000
Prepaid expenses 444,000 548,000
Income taxes receivable 650,000 556,000
------------ ------------
Total current assets 22,936,000 26,386,000
Equipment and improvements, net 10,115,000 9,634,000
Other assets 1,788,000 1,750,000
------------ ------------
TOTAL ASSETS $ 34,839,000 $ 37,770,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accrued compensation $ 5,182,000 $ 5,820,000
Accounts payable and other accrued expenses 2,631,000 5,525,000
Current portion of subordinated notes payable 815,000 474,000
Income tax payable -- --
Deferred income taxes 2,737,000 2,737,000
------------ ------------
Total current liabilities 11,365,000 14,556,000
Notes payable -- 1,266,000
Subordinated notes payable 415,000 359,000
Deferred income taxes 544,000 544,000
Redeemable Preferred Stock
Preferred stock, $.01 par value; 2,000,000 shares authorized;
473,465 and 569,039 shares issued and outstanding 5,445,000 5,207,000
Stockholders' equity
Common stock, $.01 par value, 25,000,000 shares authorized;
14,477,098 and 13,886,286 shares issued 145,000 139,000
Additional paid-in capital 36,959,000 32,077,000
Retained earnings 31,733,000 28,576,000
Treasury stock (51,767,000) (44,954,000)
------------ ------------
Total stockholders' equity 17,070,000 15,838,000
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 34,839,000 $ 37,770,000
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE> 5
SPARTA, Inc.
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months ended
September 30,
-----------------------------
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 4,397,000 $ 3,382,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,313,000 960,000
Loss on sale of equipment 213,000 19,000
Employee compensation paid in stock 2,486,000 2,382,000
Changes in assets and liabilities:
Accounts receivable 3,593,000 4,132,000
Prepaid expenses 104,000 (55,000)
Other assets (38,000) 168,000
Accrued compensation (638,000) (998,000)
Accounts payable and other accrued expense (2,894,000) (1,961,000)
Income taxes payable/receivable (95,000) 63,000
Deferred income taxes -- (847,000)
Tax benefit relating to stock plan 655,000 404,000
----------- -----------
Net cash provided by operating activities 9,096,000 7,649,000
----------- -----------
Cash flows from investing activities:
Capital expenditures (2,007,000) (2,707,000)
----------- -----------
Net cash used in investing activities (2,007,000) (2,707,000)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of stock 1,747,000 1,789,000
Redemption of Preferred Stock (1,001,000) --
Purchases of treasury stock (5,919,000) (3,731,000)
Net (repayments) borrowing under line-of-credit agreement (1,266,000) (2,658,000)
Principal payments on debt (497,000) (362,000)
----------- -----------
Net cash used in financing activities (6,936,000) (4,962,000)
----------- -----------
Net increase in cash 153,000 (20,000)
Cash and cash equivalents at beginning of period 174,000 198,000
----------- -----------
Cash and cash equivalents at end of period $ 327,000 $ 178,000
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 159,000 $ 266,000
=========== ===========
Income taxes $ 3,024,000 $ 3,235,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 6
SPARTA, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying financial information has been prepared in accordance with the
instructions to Form 10-Q and therefore does not necessarily include all
information and footnotes necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles.
The Company's fiscal year is the 52 or 53 week period ending on the Sunday
closest to December 31. The Company's last fiscal year ended on January 3, 1999
and its third quarter ended October 3, 1999 and corresponding third quarter last
year on October 4, 1998. To aid the reader of the financial statements, the
year-end has been presented as December 31, 1998 and the quarters and nine
months ended September 30, 1999 and September 30, 1998.
In the opinion of management, the unaudited financial information for the three
and nine-month periods ended September 30, 1999 and September 30, 1998 reflects
all adjustments (which include only normal, recurring adjustments) necessary for
a fair presentation thereof.
NOTE B - RECEIVABLES
Unbilled accounts receivable include $2,474,000 of costs incurred on projects
for which the Company has been requested by the customer to begin work under a
new contract or extend work under a present contract, but for which final
contract negotiations or formal contracts or contract modifications have not
been executed at September 30, 1999.
NOTE C - INCOME TAXES
Income taxes for interim periods are computed using the estimated annual
effective rate method.
NOTE D - COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
BASIC EPS
Net income $ 1,660,000 $ 1,087,000 $ 4,397,000 $ 3,382,000
Accretion adjustment (483,000) -- (1,240,000) (678,000)
----------- ----------- ----------- -----------
$ 1,177,000 $ 1,087,000 $ 3,157,000 $ 2,704,000
=========== =========== =========== ===========
Shares outstanding 5,648,381 5,533,959 5,541,212 5,587,676
Per share amounts $ 0.21 $ 0.20 $ 0.57 $ 0.48
=========== =========== =========== ===========
DILUTIVE EFFECT
Net income $ 1,660,000 $ 1,087,000 $ 4,397,000 $ 3,382,000
Accretion adjustment (483,000) -- (1,240,000) (678,000)
----------- ----------- ----------- -----------
$ 1,177,000 $ 1,087,000 $ 3,157,000 $ 2,704,000
=========== =========== =========== ===========
Shares outstanding 5,648,381 5,533,959 5,541,212 5,587,676
Stock options 594,081 498,315 412,357 386,009
Preferred Stock 569,037
Deferred Stock 102,395 68,858 102,395 68,858
----------- ----------- ----------- -----------
6,344,857 6,670,169 6,055,964 6,042,543
Per share amounts $ 0.19 $ 0.16 $ 0.52 $ 0.45
=========== =========== =========== ===========
</TABLE>
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Management Discussion and Analysis of Financial Condition and Results of
Operation contains forward-looking statements that involve risks and
uncertainties. The Company's actual results may differ significantly from
projections contained in forward-looking statements. For a more complete
discussion of the factors which could cause such a difference refer to the
Company's Form 10-K for the year ended December 31, 1998.
The following table sets forth, for the periods indicated, selected financial
results:
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
-------------------------- --------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Sales 29,458,000 24,169,000 82,702,000 70,763,000
Gross profit (1) 2,676,000 2,231,000 7,501,000 6,543,000
Gross profit as a % of costs 9.99% 10.17% 9.97% 10.19%
Net income (2) 1,660,000 1,087,000 4,397,000 3,382,000
Number of staff 724 699 724 699
</TABLE>
<TABLE>
<CAPTION>
Balance at
---------------------------------------------
September 30, December 31, September 30,
1999 1998 1998
------------- ------------ -------------
<S> <C> <C> <C>
Funded 12 month backlog 44,200,000 37,600,000 33,000,000
Total 12 month contract backlog 123,900,000 104,700,000 105,200,000
Stockholders equity 17,070,000 15,838,000 16,001,000
Equity per share (3) 3.06 2.81 2.58
Stock repurchase notes 1,230,000 833,000 761,000
Line of credit -- 1,266,000 --
Number in days sales in receivables 71 82 75
Current ratio 2.4 2.1 2.4
</TABLE>
- ----------------
(1) The Company defines gross profit as sales less costs and expenses
excluding interest costs and certain expenses which cannot be billed to
its government customers.
(2) Prior to adjustments for interest and accretion on stock - See Note D.
(3) Equity per share based on common stock outstanding for period ending.
REVENUES
The Company's contract revenues for the third quarter and the first nine months
of 1999 were up 21.9% and 16.9%, respectively, from the corresponding periods in
1998 due to increased project billings including the effect of new work as
described below. Gross profit for the three-month and nine-month periods ended
September 30, 1999 was up 19.9% and 14.6%, respectively, when compared to the
corresponding periods of 1998. Gross profit as a percent of costs decreased to
9.99% from 10.17% for the corresponding quarter in 1998 and decreased to 9.97%
from 10.19% for the respective nine-month period in 1998. Profit rates continue
to trend at historical levels.
NEW CONTRACTS AND ANNUALIZED BACKLOG
The Company had three major wins and no major competitive losses during the
third quarter. The major wins consisted of: (1) the $48,000,000 5 year Missile
Interface Definition contract from the Army Space and Missile Defense Command
[SMDC] by the Defense Programs Operations [DPO] (a sole source follow-on to a
contract DPO has held for 10 years);
7
<PAGE> 8
(2) the $5,000,000 5 year AF/XOR Support contract for AFSMC as subcontractor to
Horizons Technology by the Technical Services Operations [TSO]; and 3) a
$3,000,000 3 year SBIRS-Low contract for Air Force Space and Missile Command
[AFSMC] as subcontractor to TRW by the Systems and Missile Defense Operations
[SMDO].
As a result of these new contract wins and expected funding increases,
annualized contract backlog increased by over $7,000,000 (6.4%) during the
quarter to $124,000,000. In 1999, the Company's annualized contract backlog has
increased by 18.4%.
Proposal backlog increased from $50,092,000 to $63,345,000 (26%) in the third
quarter as a result of submittal of several sizable proposals in September,
providing the opportunity for an additional increase in contract backlog over
the next 6 months.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are funds provided by operations and
the bank line of credit. The Company's loan agreement, which was to mature in
December, 1999, was renegotiated with the bank to run to July 2, 2001. The
Company's line of credit limit under the new agreement is $10,000,000. There
were no borrowings under the line of credit at September 30, 1999. Days sales
outstanding decreased to 71 days at September 30, 1999 from 75 days at June 30,
1999 and 75 days at September 30, 1998. The Company continues to actively
monitor receivables with emphasis placed on collection activities. The Company's
debt-to-equity ratio, as defined by the bank, was 0.4 at September 30, 1999
versus 0.5 at December 31, 1998 and 0.4 at September 30, 1998. All capital
expenditures were financed through operating funds and the revolving line of
credit. The Company's cash flow from operations plus borrowing under its line of
credit are expected to provide sufficient funds for the Company's operations,
common stock repurchases, capital expenditures, and future long-term debt
requirements.
STOCKHOLDERS' EQUITY
The Company increased stockholders' equity from $15,838,000 at the end of 1998
to $17,070,000 at September 30, 1999. The Company's strong earnings and net
proceeds from the sale and repurchase of stock have accounted for this increase.
The Company is now repurchasing all the stock from terminating employees and
intends to continue to do so for the foreseeable future, using cash and
subordinated stock notes as necessary.
STOCK PURCHASE AGREEMENT
In November, 1994 the Company entered into a Stock Purchase Agreement (the
"Agreement") with Science Applications International Corporation ("SAIC"). SAIC
suspended its purchase of Company preferred stock in the last quarter of 1996
and has purchased no stock since that time. The total purchase as of April 30,
1999 was $2,400,000 (569,039 shares) of Company preferred stock. By agreement
with SAIC, the Company began to repurchase SAIC stock in the quarterly
repurchase held on May 21, 1999 based on first quarter business results. For the
quarterly stock repurchase held on August 23, 1999 based on the second quarter
business results, the Company will purchase 26,087 shares of SAIC stock for
$300,000, which will bring the total stock repurchase to $1,302,000. Preferred
Stock held by SAIC as of September 30, 1999 totaled $1,940,000 (473,465 shares)
and represents 7.8% of the Company's total outstanding stock. Through September
30, 1999 accretion of Preferred Stock was $3,505,000. It is the Company's intent
to continue to repurchase SAIC stock within the Company's quarterly stock
repurchase limitation. However, due to the limited quarterly repurchase funds
available for pro rata repurchase of stock on August 23, owing to the repurchase
of $1,065,000 of stock of terminating employees, the Board of Directors
authorized the SAIC stock repurchase of $300,000 out of equity.
EFFECTS OF FEDERAL FUNDING FOR DEFENSE PROGRAMS
The Company continues to have approximately 87% of its contracts with the
Department of Defense. The Company's government contracts may be terminated, in
whole or in part, at the convenience of the government (as well as in the event
of default). In the event of a termination for convenience, the government is
generally obligated to pay the contract costs incurred by the Company, plus any
non-cancelable obligations, and a fee for the work completed. There were no
contracts terminated in the second quarter of 1999. However, no assurances can
be given that such events will not occur in the future.
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<PAGE> 9
U.S. government contracts are also conditioned upon the continuing availability
of congressional appropriations. The Department of Defense Budget is currently
under review by Congress as part of the appropriations process for the federal
budget for government fiscal year 2000. Funding in support of the current
peacekeeping efforts in Kosovo could impact defense spending for other programs.
However, at this time, the Company anticipates little or no impact to the
Company's 1999 sales forecast.
YEAR 2000
THE STATEMENTS IN THE FOLLOWING SECTION CONSTITUTE "YEAR 2000 READINESS
DISCLOSURE" WITHIN THE MEANING OF THE YEAR 2000 INFORMATION AND READINESS
DISCLOSURE ACT.
Phase I, Increasing Internal Awareness, was begun several years ago and is an
on-going activity assuring that YEAR2000 issues are an integral part of all IT
decisions. Phase II, Developing and Assessing an inventory of IT systems for the
purpose of identifying YEAR2000 issues is essentially completed. Remediation,
Phase III, will consist of upgrade or replacement of hardware and software
identified with YEAR2000 issues. This process has been on going for the
Company's desktop PCs, servers, and networking equipment and is estimated to be
95% complete. The Human Resources [HR] system was found to be non-Y2K compliant.
A new, compliant HR system was purchased and is being installed; however, the
system is not expected to be fully operational by year-end. Contingency
operations have been planned and will be implemented and tested by October 1999.
The contingency system will allow uninterrupted provision of HR services across
the year-end and transition to the replacement system. Phase IV, Testing, has
also been on-going for stand-alone systems once corrected (e.g., upgrading of PC
bios) and will be completed by early October, 1999 for all stand-alone and
integrated, networked components. The Company's legacy accounting and financial
system has been replaced in 1997/1998 by a commercial system with vendor
assurances of YEAR2000 compliance. During the third quarter, the Company
undertook integrated tests on the system to confirm vendor representations. This
test is approximately 90% complete and has shown no compliance problems to date.
Several minor problems occurred in tool sets developed to interface with the
accounting system and have been corrected.
The Company also delivers internally developed software to customers under
contract, sometimes with commercially supplied hardware. In general, contracts
entered into to date for Company developed software have not included
requirements for YEAR2000 compliance. However, the Company is evaluating
software delivered from 1997 to the present to identify the Company's potential
risk from this software. The Company is actively marketing software products
developed for the commercial marketplace. All such software is internally
YEAR2000 compliant, but risk from customer's use on non-compliant computers and
interfaces with non-compliant software cannot be readily assessed. The Company
is making every effort to minimize this risk through licensing and use
agreements.
As of this date, it is management's opinion that the Company will meet its plan
to be YEAR2000 ready for all of its Information Technology systems.
YEAR 2000 REMEDIATION COSTS - Cost of remediation includes cost to upgrade or
replace systems, hardware, software, internal labor, consulting, and YEAR 2000
readiness assessment software. Cost associated with replacement of hardware,
software, and embedded chip affected machines is not included in the cost if
that replacement was planned and has been merely accelerated for YEAR 2000
readiness. To date, the Company estimates it has spent approximately $120K on
this remediation and expects to spend an additional $60K to complete this
effort. All costs, except long-lived assets, will be expensed as incurred.
YEAR 2000 FORWARD LOOKING STATEMENTS - The foregoing statements as to costs,
dates, intent, belief and current expectations of the Company or its officers
with respect to YEAR 2000 issues are forward looking and are made in reliance on
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such statements are based on the Company's best estimates and expectations
given the information available at the date hereof and may be updated, as
additional information becomes available. In addition, such statements are not
guarantees of future results or outcomes and involve risks and uncertainties,
and actual results may differ materially from those in the forward-looking
statements as a result of various factors. The Company cautions that it is
impossible to predict the impact of certain factors that are not within the
control of the Company and there can be no assurances that these estimates will
be achieved and actual results could differ materially from those anticipated.
9
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
10
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has no investigations, claims, and lawsuits arising out of its
business, nor any known to be pending.
ITEM 2. CHANGES IN SECURITIES
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting was held on May 21, 1999 at which time proxies and
shareholders present voted for the 1997 Stock Plan, the Amended and Restated
Certificate of Incorporation, the Directors, and the continuation of
Pricewaterhouse Coopers as auditor.
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
27 -- Financial Data Schedule
No report(s) on Form 8-K were filed by the Company during the fiscal quarter for
which this report is filed.
11
<PAGE> 12
SIGNATURE
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.
SPARTA, INC.
Date: NOVEMBER 12, 1999 /s/ B. WARREN KNUDSON
-----------------------------------
B. Warren Knudson
Vice President and Chief
Financial Officer
(Principal Finance and
Accounting Officer)
12
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 327
<SECURITIES> 0
<RECEIVABLES> 22,314
<ALLOWANCES> (799)
<INVENTORY> 0
<CURRENT-ASSETS> 22,936
<PP&E> 23,006
<DEPRECIATION> (12,891)
<TOTAL-ASSETS> 34,839
<CURRENT-LIABILITIES> 11,365
<BONDS> 0
0
5,445
<COMMON> 37,104
<OTHER-SE> (20,034)
<TOTAL-LIABILITY-AND-EQUITY> 34,839
<SALES> 82,702
<TOTAL-REVENUES> 82,702
<CGS> (75,229)
<TOTAL-COSTS> (75,229)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 145
<INCOME-PRETAX> 7,328
<INCOME-TAX> 2,931
<INCOME-CONTINUING> 4,397
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,397
<EPS-BASIC> .57
<EPS-DILUTED> .52
</TABLE>
