UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-8187
Greenbriar Corporation
(Exact name of Registrant as specified in its charter)
Nevada 75-2399477
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
4265 Kellway Circle, Addison, Texas 75001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 407-8400
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, $.01 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark 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 12 months (or for such shorter period that the issuer was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
YES [X] NO [ ]
The aggregate market value of the voting stock held by non-affiliates of the
issuer, computed by reference to the closing sales price on March 31, 1999, was
approximately $5,218,000.
At May 12, 1999, the issuer had outstanding approximately 6,733,000 shares of
par value $.01 Common Stock.
<PAGE>
<TABLE>
<CAPTION>
GREENBRIAR CORPORATION
Index to Quarterly Report on Form 10-Q
Period ended March 31, 1998
<S> <C> <C>
Part I: Financial Information.....................................................................................3
ITEM 1: FINANCIAL STATEMENTS...................................................................................3
Consolidated Balance Sheets..................................................................................3
Consolidated Statements Of Operations........................................................................5
Consolidated Statements Of Cash Flow.........................................................................6
Notes To Consolidated Financial Statements...................................................................7
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.............................................................10
Three month period ended March 31, 1999 compared to three month period ended March 31, 1998.................11
Liquidity and Capital Resources.............................................................................12
Year 2000...................................................................................................13
Effect of Inflation.........................................................................................14
Forward Looking Statements..................................................................................14
Part II: Other Information.......................................................................................15
</TABLE>
2
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
- ----------------------------
Greenbriar Corporation
Consolidated Balance Sheets
(Amounts in thousands)
March 31, December 31,
Assets 1999 1998
(Unaudited)
Current Assets
Cash And Cash Equivalents $ 4,644 $ 6,024
Accounts Receivable-Trade 732 448
Other Current Assets 1,649 1,851
-------- --------
Total Current Assets 7,025 8,323
Real Estate Operations Held For Sale,
At Lower Of Cost Or Market 992 1,000
Deferred Income Tax Benefit 4,750 4,750
Investment In Securities, At Cost 2,046 2,046
Mortgage Note Receivable, Net Of
Deferred Gain Of $3,083 3,617 3,617
Property And Equipment, At Cost
Land And Improvements 11,249 11,651
Buildings And Improvements 81,392 84,097
Equipment And Furnishings 6,080 5,996
-------- --------
98,721 101,744
Less Accumulated Depreciation 8,619 7,921
-------- --------
90,102 93,823
Deposits 3,196 3,422
Goodwill And Other Intangibles 12,349 12,511
Other Assets 832 861
-------- --------
$124,909 $130,353
======== ========
3
<PAGE>
<TABLE>
<CAPTION>
Greenbriar Corporation
Consolidated Balance Sheets - Continued
(Amounts in thousands)
March 31, December 31,
Liabilities And Stockholders' Equity 1999 1998
(Unaudited)
<S> <C> <C>
Current Liabilities
Current Maturities Of Long-Term Debt $ 2,168 $ 2,278
Accounts Payable - Trade 586 1,787
Accrued Expenses 2,167 2,471
Other Current Liabilities 1,491 1,266
--------- ---------
Total Current Liabilities 6,412 7,802
Mortgage Notes Collateralized By
Real Estate Held For Sale 881 883
Long-Term Debt 55,333 58,154
Financing Obligations 10,815 10,815
Other Long Term Liabilities 893 862
--------- ---------
Total Liabilities 73,884 78,516
Preferred Stock Redemption Obligation 22,980 21,748
Stockholders' Equity
Preferred Stock 289 289
Common Stock $.01 Par Value; Authorized, 20,000
Shares; Issued And Outstanding, 7,514 Shares 76 76
Additional Paid-In Capital 63,788 64,261
Accumulated Deficit (34,191) (32,170)
--------- ---------
29,962 32,456
Less Stock Purchase Notes Receivable
(Including $2,250 From Related Parties) (2,367) (2,367)
--------- ---------
27,595 30,089
--------- ---------
$ 124,909 $ 130,353
========= =========
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Greenbriar Corporation
Consolidated Statements Of Operations
(Amounts in thousands, except per share data)
For The Three Month
Period Ended
March 31,
1999 1998
-------- --------
(Unaudited)
<S> <C> <C>
Revenue
Assisted living operations $ 10,159 $ 14,033
Other -- 40
-------- --------
10,159 14,073
Operating Expenses
Assisted living community
operations $ 6,094 $ 9,563
Lease expense 1,285 2,544
Depreciation and amortization 1,014 1,129
Corporate general and
administrative 1,095 1,529
-------- --------
9,488 14,765
-------- --------
Operating income (loss) 671 (692)
Other income (expense)
Interest and dividend income $ 158 $ 326
Interest expense (1,439) (1,736)
Other 145 (365)
-------- --------
(1,136) (1,775)
-------- --------
Loss before income taxes (465) (2,467)
Income tax benefit -- (974)
-------- --------
Net loss (465) (1,493)
Preferred stock dividend
requirement (1,169) (1,012)
Loss allocable to common
stockholders (1,634) (2,505)
======== ========
Net loss per common share -
basic and diluted $ (0.22) $ (0.34)
Weighted average number
of common and equivalent
shares outstanding 7,275 7,310
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Greenbriar Corporation
Consolidated Statements Of Cash Flow
(Amounts in thousands)
For the three month
Period Ended March 31,
1999 1998
----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities
Net loss $ (465) $ (1,493)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation and amortization 1,014 1,129
Changes in operating assets and liabilities
Accounts receivable (284) (883)
Deferred income taxes -- (974)
Other current and non-current assets 310 (2,017)
Accounts payable and other liabilities (678) (490)
-------- --------
Net cash used in operating activities (103) (4,728)
-------- --------
Cash flows used in investing activities
Purchase of property and equipment (428) (326)
-------- --------
Net cash provided by (used in) investing
......activities (428) (326)
Cash flows from financing activities
Proceeds from borrowings 76 14,680
Payments on debt (409) (18,965)
Dividends on preferred stock (405) (362)
Issuance of preferred stock -- 22,000
Distributions to minority partners (111) --
-------- --------
Net cash (used in)provided by financing
......activities (849) 17,353
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,380) 12,299
Cash and cash equivalents at beginning of period 6,024 23
-------- --------
Cash and cash equivalents at end of period $ 4,644 $ 12,322
======== ========
</TABLE>
6
<PAGE>
Notes To Consolidated Financial Statements
For the Unaudited Three Months Ended March 31, 1999 and 1998
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, accordingly, do not include all of the
information and footnotes required by generally accepted accounting principles.
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, 1999 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999. For further information, refer to the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1998.
Note B: Disposition of Real Estate Held For Sale
At January 1, 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. In June 1998,
the Company sold one of the shopping centers for approximately $1.5 million
dollars. The Company is actively attempting to sell the remaining two centers
which as of March 31, 1999, have an aggregate book value of $992,461.
See Management's Discussion And Analysis Of Financial Condition And Results Of
Operations for additional information regarding the disposition of real estate.
7
<PAGE>
<TABLE>
<CAPTION>
Note C: Long-Term Obligations
Long-term debt is comprised of the following (in thousands):
March 31, December 31,
1999 1998
---- ----
<S> <C> <C>
Notes payable to financial institutions maturing through 2018; fixed
and variable interest rates ranging from 7.5% to 11.75%;
collateralized by property, fixtures, equipment and the
assignment of rents $ 29,363 $ 32,176
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 4,604 4,741
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 5.4% at March 31, 1999; collateralized by
personal property, land, fixtures and rents 7,310 7,310
Mortgage note payable to a financial institution maturing in 2007;
bearing interest at 11.35%; collateralized by property and
equipment 13,974 14,028
Other 2,250 2,177
-------------- --------------
57,501 60,432
Less: current maturities 2,168 2,278
-------------- --------------
$ 55,333 $ 58,154
============== ==============
</TABLE>
The Company operates two communities that are financed through sale-leaseback
obligations. At the end of the tenth year of the fifteen-year leases (March 31,
2004), 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
accounted for as financings, and the Company has recorded the proceeds from the
sales as financing obligations, classified the lease payments as interest
expense and continues to carry the communities and record depreciation.
8
<PAGE>
<TABLE>
<CAPTION>
Note D: Preferred Stock
<S> <C>
The following summarizes the various classes of preferred stock at December 31,
1998, and March 31, 1999. (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 .57 shares of common stock. The Series F
Shareholders have the rights, as a class, to elect one member of the Company's
board of directors and to approve or reject certain transactions, including any
mergers or spin-offs involving the Company. 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 .57 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 F and Series G preferred shares were sold to one investor in December
1997, for $22,000,000, less selling and offering costs of $716,000. 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.
9
<PAGE>
See Item 2, Liquidity and Capital Resources for additional information regarding
Series F and G preferred shareholders.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
-----------------------------------------------------------
Overview
During 1994 the Company began a series of steps to focus its business on the
development, management and ownership of assisted living communities. The
Company's historical businesses during the past five years have included
ownership and operation of skilled nursing and retirement centers, real estate
investments and manufacture and leasing of electric convenience vehicles and
wheelchairs. The nursing and retirement centers and convenience vehicle
businesses have been sold and the real estate investments are being liquidated.
The Company began ito develop its assisted living business in 1994, began
construction of its first assisted living community in July 1995, and opened
that community to residents on May 30, 1996. In order to increase the Company's
presence in the assisted living industry and create geographic diversity and
obtain experienced personnel, the Company acquired Wedgwood Retirement Inns,
Inc. (Wedgwood) in March 1996, American Care Communities, Inc. (American Care)
in December 1996, Windsor Group LLC (Windsor) in October 1997 and Villa
Residential Care Homes, Inc. (Villa) in December 1997. At December 31, 1997 the
Company operated 55 communities which were owned, leased or managed for third
parties.
During the third quarter of 1998 the Company made several strategic decisions as
to its future direction. It was decided that the Company redirect itself with
the following objectives:
o Terminate existing management contracts under which the Company
managed communities for a fee. As of January 1, 1998 the company had 2
such contracts.
o Reduce the percentage of residents in the Company's communities who
were dependent on direct assistance from governmental agencies for
payment of their fees. As of January 1, 1998 approximately 50% of the
residents at the Company's communities received government assistance.
o Move toward direct ownership of the communities operated by the
Company as opposed to long term lease arrangements. As of January 1,
1998 approximately 50% of the Company's communities were operated
under long-term lease arrangements.
o Divestiture of communities with limited future profit potential or
geographic locations that were isolated from other Company operations.
10
<PAGE>
As of December 31, 1998 the Company had terminated its management contracts to
manage for others and reduced to 31 the number of Communities that it operated.
The Company owns or has current options to purchase all but five of its
communities. The percentage of residents who are private pay is approximately
90%.
Three month period ended March 31, 1999 compared to three month period ended
March 31, 1998.
Revenues and Operating Expenses from Assisted Living Operations
Revenues were $10,159,000 for the three months ended March 31, 1999 as compared
to $14,073,000 for the three months ended March 31, 1998. Community operating
expenses, consisting of assisted living community expenses, lease expense and
depreciation and amortization, were $8,393,000 for the three months ended March
31, 1999 as compared to $13,236,000 for the three months ended March 31, 1998.
The decrease in both revenue and operating expenses is a result of the
disposition of twenty-two communities during 1998. The revenues and related
operating expenses for these twenty-two communities for the three months ended
March 31, 1998 were $4,888,000 and $5,330,000.
Corporate General and Administrative Expenses
General and administrative expenses were $1,095,000 for the three months ended
March 31, 1999 compared to $1,529,000 for the three months ended March 31, 1998.
The decrease in the three month expense is a result of reorganization of the
regional and corporate office that resulted in the elimination of one of the
regional offices and a reduction in Corporate staff in the third quarter of
1998.
Interest and Dividend Income
Interest and dividend income for the three months ended March 31, 1999 was
$158,000 compared to $326,000 for the comparable period in 1998. In the first
quarter of 1998, the Company received proceeds from the sale of preferred stock
of $22,000,000. These funds were used during 1998 to fund operations and pay
down debt. The decrease in interest and dividend income in 1999 is due to less
cash available for investment purposes.
Interest Expense
Interest expense for the three months ended March 31, 1999 was $1,439,000
compared to $1,736,000 for the comparable period in 1998. The decrease in
interest expense is reflective of the sale of an owned community in third
quarter of 1998 as well as the payoff of approximately $2,500,000 of debt during
1998.
11
<PAGE>
Other Income (Expense)
Other income (expense) for the three months ended March 31, 1999, was $145,000
compared to ($365,000) for the same period in 1998. The income in 1999 is a
result of a favorable settlement with a former employee regarding an employment
agreement that was accrued for in 1998. The losses recorded in 1998, are
attributable to losses on the sales of assets.
Liquidity and Capital Resources
At March 31, 1999, the Company had working capital of $613,000.
In December 1997 the Company sold Series F and Series G preferred shares for
$22,000,000 less selling and offering costs of $716,000.
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 the annual rate of at least 14% during the period the
preferred shares are outstanding, the Company is required to make a cash payment
("Cash Payment") to the preferred stockholders equal to the market price
deficiency on the shares received upon conversion.
The 14% guaranteed return is being 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, 1999, a Cash Payment of $25,727,000 would have
been due assuming conversion took place.
The Series F & G preferred stockholders have the option to convert beginning in
January 2000. The Company has no information as to whether or not such early
conversion will occur. Further, any Cash Payment that might be required will be
determined by price of the Company's common stock when such conversion occurs.
Should the Series F & G preferred stockholders elect to convert in January 2000
and should the price of the Company's common stock remain the same as is was on
March 31, 1999, the Cash Payment obligation as of January 2000 would be
approximately $ 25,000,000.
The Company is proceeding with a plan to refinance its existing portfolio of
Communities. At current interest rates and property values the Company believes
it can refinance its existing Communities and, if necessary, also sell certain
Communities to obtain sufficient cash to meet the potential Cash Payment. In
addition the Company will seek out additional third party financing. While the
Company believes it will be able to meet any potential Cash Payment requirement
there can be no assurance that the Company's plan will be successful.
At March 31, 1999 and since the date of issuance of the Series F and G preferred
stock, the Company was not in compliance with one of the financial ratio
covenants of the stock purchase agreement. The Company believes this situation
stems from a computational mistake that was made at the time this particular
ratio test was originally determined.
12
<PAGE>
The Company has brought this mistake to the attention of the representative of
the preferred shareholder and anticipates that the ratio will be modified to
reflect the original intentions of the parties. The representatives have not
indicated to the Company that they consider that a default has occurred.
However, an event of default (1) permits the holder to elect a number of persons
to the board of directors that will constitute 70% of the board, (2) gives the
holder, upon giving the Company written notice of an event of default, the right
(Put Right) to require the Company to repurchase, "out of funds legally
available therefor," any or all of the preferred stock for an amount equal to
the liquidation value ($22,000,000 in the aggregate) plus accumulated but unpaid
dividends, plus a premium of 20%, and (3) entitles the holder to additional
dividends of $1.20 per share (an aggregate of $660,000 per quarter). Any
additional dividends paid pursuant to this provision would reduce the amount of
the Cash Payment resulting from the aforementioned 14% guaranteed return.
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.
Year 2000
The Company has assessed the potential impact of Year 2000 ("Y2K") issues as
regards its business, results of operations and financial condition. Critical
information systems and equipment are purchased from third party vendors and
each has assured the Company that its particular component is Y2K compliant.
Internal tests have confirmed these assessments. The Company is evaluating other
Y2K implications associated with the infrastructure of its individual
communities such as HVAC, security, elevator and community specific utility
systems and believes it will have substantially completed any remediation needed
by the end of the second quarter of 1999.
Y2K's potential impact on the Company's operations is also dependent on third
party vendors for such services as utilities, banking services and food.
Communication with the significant providers of these services has been
initiated but it is not possible, at present, to project the effect on the
Company if third party remediation efforts are not successful.
While the Company expects to adequately resolve all Y2K issues, a "reasonably
likely worst case" scenario would include supplier disruption, potential delay
in state reimbursement programs and minor utility disruptions. The Company
intends to address the possible consequences of these issues through
community-specific contingency plans and a prudent level of liquidity.
Although the Company cannot quantify the potential effect of Y2K issues on its
operating results, liquidity or financial position it is reasonably certain that
the total cost of compliance will not be material and can easily be funded
through operating cash flows as problems are incurred.
13
<PAGE>
Effect of Inflation
The Company's principal sources of revenues are from resident fees from
Company-owned or leased assisted living communities and management fees from
communities operated by the Company for third parties. The operation of the
communities is affected by rental rates that are highly dependent upon market
conditions and the competitive environment in the areas where the communities
are located. Compensation to employees is the principal cost element relative to
the operations of the communities. Although the Company has not historically
experienced any adverse effects of inflation on salaries or other operating
expenses, there can be no assurance that such trends will continue or that
should inflationary pressures arise that the Company will be able to offset such
costs by increasing rental rates or management fees.
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.
14
<PAGE>
PART II: OTHER INFORMATION
Not applicable
15
<PAGE>
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, 1999 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, 1999 and the unaudited
consolidated statement of earnings for the three month period ended March 31,
1999 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-31-1999
<PERIOD-START> Jan-01-1999
<PERIOD-END> Mar-31-1999
<EXCHANGE-RATE> 1
<CASH> 4,644
<SECURITIES> 0
<RECEIVABLES> 732
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,025
<PP&E> 98,721
<DEPRECIATION> 8,619
<TOTAL-ASSETS> 124,909
<CURRENT-LIABILITIES> 6,412
<BONDS> 55,333
0
289
<COMMON> 76
<OTHER-SE> 27,230
<TOTAL-LIABILITY-AND-EQUITY> 124,909
<SALES> 0
<TOTAL-REVENUES> 10,159
<CGS> 0
<TOTAL-COSTS> 9,488
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,439
<INCOME-PRETAX> (465)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (465)
<EPS-PRIMARY> (.22)
<EPS-DILUTED> 0
</TABLE>
