UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended March 31, 1998
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: 0-8187
GREENBRIAR CORPORATION
(Name of Small Business Issuer in its Charter)
Nevada 75-2399477
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
4265 Kellway Circle, Addison, Texas, 75244
(Address of principal executive offices)
(972) 407-8400
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past twelve 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
--- ---
At May 12, 1998, the issuer had outstanding approximately 6,733,000 shares of
par value $.01 common stock.
<PAGE>
Greenbriar Corporation
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets March 31, 1998
and December 31, 1997..................................3
Consolidated Statements of Operations
Three Months Ended March 31, 1998 and 1997.............5
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1998 and 1997.............6
Notes to Consolidated Financial Statements.............8
Item 2. Management's Discussion and Analysis
or Plan of Operation..................................12
Part II. Other Information
Item 3. Exhibits .............................................. 15
Signatures............................................. 16
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Greenbriar Corporation
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
March 31, December 31,
1998 1997
------------ ------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 12,322 $ 23
Accounts receivable - trade 2,045 1,162
Stock subscription receivable 22,000
Real estate operations held for sale,
at lower of cost or market 1,500
Other property held for sale 2,339
Other current assets 1,553 1,317
-------- -------
Total current assets 19,759 24,502
Real Estate Operations Held for Sale,
at lower of cost or market 1,334 3,097
Deferred Income Tax Benefit 3,606 2,632
Investment in Securities, at cost 2,025 2,025
Mortgage Notes Receivable, net of
deferred gain of $3,083 3,617 3,617
Property And Equipment, at Cost
Land and improvements 11,732 12,114
Buildings and improvements 80,214 80,758
Equipment and furnishings 6,167 5,898
Construction in progress 3,771 4,864
-------- --------
101,884 103,634
Less accumulated depreciation 6,036 5,486
-------- --------
95,848 98,148
Deposits 4,975 3,619
Goodwill and Other Intangibles 12,647 12,129
Other Assets 802 1,474
--------- --------
$144,613 $151,243
========= ========
3
<PAGE>
Greenbriar Corporation
CONSOLIDATED BALANCE SHEETS - CONTINUED
(Amounts in thousands)
March 31, December 31,
1998 1997
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 8,960 $ 13,403
Notes payable - affiliate 198 1,479
Accounts payable - trade 1,056 1,883
Accrued expenses 2,779 3,345
Other current liabilities 2,689 1,798
--------- ---------
Total current liabilities 15,682 21,908
Mortgage Notes Collaterized By
Real Estate Held For Sale 890 893
Long-term Debt 56,293 54,851
Financing Obligations 10,815 10,815
Other Long-Term Liabilities 312 259
--------- ---------
Total Liabilities 83,992 88,726
Preferred Stock Redemption Obligation 4,972
STOCKHOLDERS' EQUITY
Preferred stock 289 289
Common stock,$.01 par value; authorized,
20,000 shares; issued and outstanding,
7,300 73 73
Additional paid-in capital 78,974 83,339
Accumulated deficit (21,172) (18,669)
--------- ---------
58,164 65,032
Less stock purchase note receivable
(including $2,438 from related parties) (2,515) (2,515)
55,649 62,517
$ 144,613 $ 151,243
========= =========
4
<PAGE>
Greenbriar Corporation
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share data)
For the Three
Months Ended March 31,
1998 1997
------------ ----------
(Unaudited) (Unaudited)
Revenue
Assisted Living Operations $ 14,033 $ 8,878
Other 40 27
------- -------
14,073 8,905
Operating Expenses
Assisted Living Community Operations 9,563 5,754
Lease Expense 2,544 1,118
Depreciation and amortization 1,129 758
Corporate General and Administrative 1,529 1,469
------- -------
14,765 9,099
------- -------
Operating loss (692) (194)
Other Income (expense):
Interest and dividend income 326 153
Interest expense (1,736) (1,580)
Other (365) 616
------- -------
(1,775) (811)
------- -------
Loss from Operations
before Income Taxes (2,467) (1,005)
Income Tax Expense (Benefit) (974) (429)
------- -------
NET EARNINGS (LOSS) (1,493) (576)
Preferred stock dividend requirement (1,012) (80)
------- -------
Loss allocable to common shareholders (2,505) (656)
Net loss per common share - basic
and diluted $ (.34) $ (.10)
Weighted average number of common and
equivalent shares outstanding 7,310 6,564
5
<PAGE>
Greenbriar Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
For the Three
Months Ended March 31,
1998 1997
--------- ---------
(Unaudited) (Unaudited)
Cash flows from operating activities
Net loss $ (1,493) $ (576)
Adjustments to reconcile net loss
to net cash used in
operating activities
Depreciation and amortization 1,129 714
Deferred income taxes (974)
Changes in operating assets
and liabilities,
net of effect of acquisition
Accounts receivable (883) (103)
Other current and noncurrent
assets (2,017) (1,362)
Accounts payable and other
liabilities (490) (1,491)
-------- --------
Net cash used in operating
activities (4,728) (2,818)
Cash flows from investing activities
Collections of notes receivable -- 29
Purchase of Property and Equipment (326) (1,196)
Additions to Notes Receivable -- (61)
Net Cash used in
investing activities (326) (1228)
-------- --------
Cash flows from financing activities
Proceeds from borrowings 14,680 1,924
Payments on debt (18,965) (235)
Dividends on preferred stock (362) (80)
Purchase of common and preferred stock -- (1)
Exercise of stock options -- 206
Issuance of preferred stock 22,000 --
-------- --------
Net Cash provided by
financing activities 17,353 1,814
-------- --------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 12,299 (2,232)
-------- --------
6
<PAGE>
Greenbriar Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
For the Three
Months Ended March 31,
1998 1997
(Unaudited) (Unaudited)
Cash and cash equivalents at beginning
of period 23 2,784
--------- --------
Cash and cash equivalents at end of
period $ 12,322 $ 552
--------- --------
Supplemental information on noncash investing and financing transactions is as
follows (in thousands):
Stock dividend paid on preferred
shares
$ -- $ 16
7
<PAGE>
Greenbriar Corporation
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS For the Unaudited Three Months
Ended March 31, 1998 and 1997
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of Greenbriar Corporation and its majority-owned subsidiaries
(collectively, "the Company"). All significant inter-company transactions and
accounts have been eliminated.
The statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X, and accordingly, do
not include all of the information and footnotes required by generally accepted
accounting principles for interim financial statements. These financial
statements have not been examined by independent certified public accountants,
but in the opinion of management, all adjustments (consisting of normal
recurring accruals) necessary for a fair presentation of consolidated results of
operations, consolidated financial position and consolidated cash flows at the
dates and for the periods indicated, have been included.
Operating results for the three month period ended March 31, 1998 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1998. For further information, refer to the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1997 respectively.
NOTE B - ACQUISITIONS
VILLA RESIDENTIAL CARE HOMES, INC.
On December 29, 1997, Greenbriar acquired Dallas, Texas based Villa Residential
Care Homes, Inc., and related partnerships ("Villa"). Villa leased and operated
11 assisted living communities in Texas with a resident capacity of 955. A
Greenbriar subsidiary became the managing general partner of the operating
partnerships.
The purchase price was 184,476 shares of registered Greenbriar common stock and
10,464,321 operating partnership units convertible after one year holding period
into 536,990 shares of Greenbriar common stock subject to future registration
rights. An additional 85,984 shares of common stock and 1,568,904 operating
partnership units convertible into 80,510 shares of common stock subject to
future registration rights may be issued within two years based on certain of
the communities meeting performance requirements. The total number of Greenbriar
common shares to be issued in the transaction will therefore be between 721,466
and 887,960. For accounting purposes, the common shares into which the operating
units will be converted have been included in outstanding common shares.
8
<PAGE>
WINDSOR GROUP
In October 1997 Greenbriar issued 160,000 shares of Greenbriar common stock in
the acquisition of the Windsor Group. The Windsor Group owned and operated two
communities and had two under construction and expansion underway in one of the
two existing communities. The completion of that construction will provide the
service capacity for an additional 122 residents.
The acquisitions have been accounted for as purchase transactions and Villa's
and Windsor's operations are reflected in the consolidated statement of earnings
beginning January 1, 1998 and October 1, 1997 respectively.
The following table presents pro forma unaudited consolidated results of
operations for the three month period ended March 31, 1997, assuming that the
acquisition had taken place on January 1, 1997. The pro forma results are not
necessarily indicative of the results of operations that would have occurred had
the acquisition been made on January 1, 1997, or of future results of operations
of the combined companies.
(Amounts in Thousands,
except per share data)
For the Three
Month Ended
March 1, 1997
(Pro Forma)
(Unaudited)
Revenue $ 10,627
Net Loss $ (753)
Preferred stock dividend requirement $ (80)
Loss allocable to common shareholders $ (833)
NET EARNINGS PER SHARE $ (.11)
NOTE C - DISPOSITION OF REAL ESTATE OPERATIONS
As of March 31, 1998 the Company owned three shopping centers in Georgia. While
all the centers are profitable, they do not fit into the Company's long range
strategic plans and commitment to the assisted living industry. The Company is
actively attempting to sell all the centers.
The Company has a contract to sell one of the shopping centers for $1,500,000.
This sale is scheduled to close in the second quarter of 1998. Management
expects that the remaining two centers will be sold for amounts that will at
least equal to $1,334,000, the book value of the real estate assets.
In addition the Company has a contract to sell one of it's assisted living
communities for an amount slightly in excess of it's book value of $2,339.000.
The sale is scheduled to close in the second quarter of 1998.
9
<PAGE>
<TABLE>
<CAPTION>
NOTE D - LONG-TERM OBLIGATIONS
Long-term debt is comprised of the following (in thousands):
March 31, December 31,
1998 1997
--------- ------------
<S> <C> <C>
Notes payable to financial institutions maturing through 2015; fixed and
variable Interest rates ranging from 7.5% to 11.75%; collateralized by,
property, fixtures, equipment and the assignment of rents
$ 29,911 $ 30,090
Notes payable to individuals and companies maturing through 2022; variable
and fixed interest rates ranging from 7% to 12% collateralized by real
property, personal property, fixtures, equipment and the assignment of
rents
5,048 9,544
Note payable to the Redevelopment Agency of the City of Corona, California,
payable into a sinking fund semi-annually in increasing amounts from
$65 to $420 through May 1, 2015; variable interest rate of 5.6% at
December 31, 1997; collateralized by personal property, land, fixtures
and rents
7,495 7,495
Notes payable to related parties
maturing in 2001; interest
rates ranging from 9.25% to 12% 897
Notes payable to financial institutions maturing through 2000; bearing
interest at prime plus .50% to 1.25%; collateralized
by property and equipment 7,964 8,023
Mortgage note payable to a
financial institution maturing
in 2007; bearing interest at
11.35%; collateralized by
property and equipment 14,062
11,413
Other
773 792
-------- -------
65,253 68,254
Less: current maturities 8,960 13,403
$ 56,293 $ 54,851
======== =========
10
<PAGE>
The Company operates two communities that are financed through sale-leaseback
obligations. At the end of the tenth year of fifteen-year leases, the Company
has options to repurchase the communities for the greater of the sales prices or
their current replacement costs less depreciation plus land at current fair
market values. Accordingly, these transactions have been recorded as financings,
and the Company has recorded the proceeds from the sales as financing
obligations, classified the lease payments as interest expense and continued to
carry the communities and record depreciation.
NOTE E - PREFERRED STOCK
The following summarizes the various classes of preferred stock at December 31,
1997 and March 31, 1998. (amounts in thousands except per share data):
Series B cumulative convertible preferred stock, $.10 par value;
liquidation value of $100; authorized, 100 shares; issued and
outstanding, 1 share $ 1
Series D cumulative convertible preferred stock,
$.10 par value; liquidation value of $3,375;
authorized, issued and outstanding, 675 shares 68
Series F voting cumulative convertible preferred stock, $.10 par value;
liquidation value of $14,000; authorized, issued and outstanding,
1,400 shares 140
Series G cumulative convertible preferred stock,
$.10 par value; liquidation value of $8,000;
authorized, issued and outstanding, 800 shares 80
---
$289
====
</TABLE>
The Series B preferred stock has a liquidation value of $100 per share and
is convertible into common stock over a ten-year period at prices escalating
from $25.00 per share in 1993 to $55.55 per share by 2001. Dividends at a
rate of 6% are payable in cash or preferred shares at the option of the
Company.
The Series D preferred stock has a liquidation value of $5 per share and is
convertible into common stock at $10.00 per share. Cumulative dividends are
payable in cash at a rate of 9.5%.
The Series F voting preferred stock has a liquidation value of $10.00 per
share and each share is convertible into 5.7 shares of common stock. The
holder has the option to convert beginning in January 2000 and must convert
by January 2001. Dividends are payable in cash at a rate of 6%.
The Series G preferred stock has a liquidation value of $10.00 per share and
each share is convertible into 5.7 shares of common stock. The holder has
the option to convert beginning in January 2000 and must convert by January
11
<PAGE>
2001. Dividends are payable in cash at a rate of 6%.
The Series F and Series G preferred shares were sold in December 1997 for
$22,000,000, less selling and offering costs of
$453,000. Payment was received in January 1998. In connection with the sale,
the Company entered into an agreement which provides that, on the date of
conversion, if the value of the Company's common stock has not increased at
an annual rate of at least 14% during the period the preferred shares are
outstanding, the Company is required to make a Cash Payment (the Cash
Payment) to the preferred stockholders equal to the market price deficiency
on the shares received upon conversion.
The 14% guaranteed return will be accreted by a charge to accumulated
deficit. The amount of the Cash Payment that would be required assuming
conversion at each balance sheet date will be transferred from stockholders
equity to temporary equity. At March 31, 1998, a Cash Payment of $4,972,000
would have been due assuming conversion took place.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
During 1994 the Company began a series of steps to focus its business on the
development, management and ownership of assisted living properties. The Company
began construction of its first assisted living community in July 1995, and
opened such community to residents on May 30, 1996. By July 1, 1996, the Company
(not including the communities of Wedgwood and American Care) had three
additional assisted living communities under construction. In order to increase
the Company's presence in the assisted living industry, create geographic
diversity and obtain experienced personnel, the Company acquired Wedgwood in
March 1996 and American Care in December 1996, Windsor in October 1997 and Villa
in December 1997. The Acquisitions of Wedgwood, Windsor and Villa have been
accounted for as purchases, and the historical financial statements of the
Company do not include any revenues or earnings (losses) attributed to those
operations prior to the acquisition. The American Care acquisition has been
accounted for as a pooling of interests and accordingly, the Company's financial
statements have been restated to include the accounts and operations of American
Care for all periods prior to the acquisition.
Results of Operations
Three month period ended March 31, 1998 compared to three month period ended
March 31, 1997.
Revenues and Operating Expenses from Assisted Living Operations
Revenues were $14,073,000 for the three months ended March 31, 1998 as compared
to $8,905,000 for the three months ended March 31, 1997. Combined operating
expenses including assisted living community expenses, lease expense and
12
<PAGE>
depreciation and amortization, were $13,236,000 for the three months ended March
31, 1998 as compared to $7,630,000 for the three months ended March 31, 1996.
Villas and Windsor were acquired in the fourth quarter of 1997 in transactions
that were accounted for as purchases. The revenue and related expenses for the
communities acquired through these acquisitions are not included in the amounts
for 1997. The revenues and related expenses for these communities for the three
months ended March 31, 1997 were $ 1,722,000 and $ 2,015,000, respectively. The
balance of the increases are due to the growth of Villa's and Windsor in the
last three quarters of 1997, the opening by Greenbriar of new communities during
1997 and increased census at the existing communities.
Three-Month Period Ended
March 31, 1998
(Amounts in thousands)
Stabilized Start-up Total
Communities Communities
(1) (2)
----------- ----------- --------
Assisted Living Community Income $ 13,458 $ 575 $ 14,033
Assisted Living Community Operating
Expenses 8,866 697 9,563
-------- -------- --------
Gross Operating Income (loss) 4,592 (122) 4,470
Lease Expense 2,268 276 2,544
Community depreciation &
amortization 810 51 861
-------- -------- --------
Income (loss) from Community
Operations $ 1,514 $ (449) $ 1,065
======== ======== =========
1. Stabilized communities are those communities that have been
operating for one year or have achieved stabilized occupancy
of 95%.
2. Start-up communities are those communities that have not been
operating for one year and have not achieved a stabilized
occupancy of 95% or more.
3. The Company owns or leases 46 stabilized and 5 start-up communities.
4. The community operating expense does not include corporate
general and administrative expense or lease expense for the
respective communities.
Corporate General and Administrative Expenses
General and administrative expenses were $1,529,000 for the three months ended
March 31, 1998 compared to $1,469,000 for the three months ended March 31, 1997.
The increases were due primarily to the growth in the number of communities.
13
<PAGE>
Interest Expense
Interest expense for the three months ended March 31, 1998 was $1,736,000
compared to $1,580,000 for the comparable period in 1997. The increase in
interest expense represents the interest incurred on the mortgage debt and
financing obligations on the acquired communities, as well as debt incurred on
new communities which opened in 1997.
Liquidity and Capital Resources
At March 31, 1998, the Company had working capital of $4,077,000.
In December 1997 the Company sold Series F and Series G preferred shares for
$22,000,000 less selling and offering costs of $453,000. Payment was received in
January 1998.
Throughout 1997 and into 1998 the Company has been refinancing certain of its
long term debt. In July 1997 and January 1998 the Company refinanced the debt on
a total of six of its communities resulting in a lower interest rate and
additional working capital of $2,800,000 and $1,935,000 respectively.
As of March 31, 1998, the Company has loans in place or has received commitments
for future financing, subject, in the case of the commitments, to final
documentation, as follows:
(i) Health Care REIT, Inc. has issued a commitment to provide $90 million to
acquire and pay 100% of the construction costs of assisted living communities to
be leased to the Company. The term of the leases will be the maximum term
available for operating lease treatment but not less than 13 years plus three
five-year renewal options. The credit facility will expire on December 31, 2000.
A 1 % commitment fee is required, as each lease is entered into. The Company
will have the option to purchase each community at the end of the term for its
original cost plus 50% of the increase in its fair market value. As additional
security to the lessor, the Company will provide a letter of credit for 5% of
the amount financed, a first lien on personal property and receivables of the
community, and subordination of management fees and rentals from subtenants.
(ii) In 1995 Investors Real Estate Trust ("IRET") issued a commitment to provide
100% of the construction costs up to $2,810,000 for Sweetwater Springs in Lithia
Springs, Georgia that opened in October 1996. Upon completion the community was
leased to the Company for a term of 15 years. In 1996 the commitment was
increased by $1,540,000 to a maximum of $4,350,000 in order to provide for the
construction of a second phase of the community consisting of 16 Alzheimer's
special care units. The Company has an option to purchase the Community at fair
market value during the first nine months of the fourteenth year of the lease.
The lease is secured by the community.
Construction of the second phase has been deferred indefinitely. Though some of
the additional funding has been utilized, the remaining funds available are
considered sufficient to complete the second phase.
14
<PAGE>
In addition to development and construction financing, described above, Comerica
Bank-Texas has issued a commitment to provide $1,600,000 to finance buses and
other vehicles to transport residents of the Company's communities. Each vehicle
will be financed at 90% of cost and the loan for each vehicle will be amortized
over 48 months. The interest rate will be prime plus one percent. As of March
31, 1998, the company has used $600,000 of this commitment.
The Company believes it has adequate resources to complete its communities
currently under construction and development and plans to use the balance of
such committed sources and its net working capital in excess of operating needs
for future development of assisted living communities.
Future development activities of the Company are dependent upon obtaining
capital and financing through various means, including financing obtained from
sale/leaseback transactions, construction financing, long-term state bond
financing, debt or equity offerings and, to the extent available, cash generated
from operations. There can be no assurance that the Company will be able to
obtain adequate capital to finance its projected growth.
Forward Looking Statements
Certain statements included in this Management's Discussion and Analysis are
forward looking statements that predict the future development of the Company.
The realization of these predictions will be subject to a number of variable
contingencies, and there is no assurance that they will occur or be realized in
the time frame proposed. The risks associated with the potential actualization
of the Company's plans include: contractor delays, the availability and cost of
financing, availability of managerial oversight and regulatory approvals, to
name a few.
PART II. OTHER INFORMATION
Items 1-2 Are Not Applicable
ITEM 3. EXHIBITS AND REPORTS ON FORM 8-K
During the first quarter of 1998, the Company filed a report dated January 13,
1998 on Form 8-K which reported the acquisition of Villa Residential Care Homes,
Inc.
15
<PAGE>
Greenbriar Corporation
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by
undersigned, thereunto duly authorized.
Greenbriar Corporation
Date: May 12, 1998 By: /s/ Gene S. Bertcher
---------------------
Executive Vice President
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Form
10-Q unaudited consolidated balance sheet as of March 31, 1998 and the unaudited
consolidated statement of earnings for the three month period ended March 31,
1998 and is qualified in its entirety by reference to such financials
statements.
</LEGEND>
<CIK> 0000105744
<NAME> Greenbriar Corporation
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 12,322
<SECURITIES> 0
<RECEIVABLES> 2,045
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19,759
<PP&E> 101,884
<DEPRECIATION> 6,036
<TOTAL-ASSETS> 144,613
<CURRENT-LIABILITIES> 15,628
<BONDS> 57,183
0
289
<COMMON> 73
<OTHER-SE> 55,287
<TOTAL-LIABILITY-AND-EQUITY> 144,613
<SALES> 0
<TOTAL-REVENUES> 14,073
<CGS> 0
<TOTAL-COSTS> 14,765
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,736
<INCOME-PRETAX> (2,467)
<INCOME-TAX> 974
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,493)
<EPS-PRIMARY> (.34)
<EPS-DILUTED> 0
</TABLE>
