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 September 30, 1998.....Commission File Number 1-155
FIRST MEDICAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-1920670
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1055 Washington Boulevard, Stamford, CT 06901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203)327-0900
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 and 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
-------- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding At November 11,1998
- --------------------------------------------------------------------------------
Common Stock, par value 9,567,292
<PAGE>
FIRST MEDICAL GROUP, INC. AND SUBSIDIARIES
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations -
Nine Months Ended September 30, 1998 and 1997..................1
Consolidated Balance Sheets -
September 30, 1998 and December 31, .1997.....................2
Consolidated Statement of Changes in
Shareholder's Equity (Deficit)-
Nine Months Ended September 30, 1998 and 1997.................3
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1998 and 1997.................4
Notes to Consolidated Financial Statements...................5-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...............8-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.............................................11
Item 3. Defaults upon Senior Securities...............................11
Item 5. Other Information..........................................11-12
Item 6. Exhibits and Reports on Form 8-K..............................12
<PAGE>
PART 1 - FINANCIAL INFORMATION
FIRST MEDICAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue:
Fee for service and related revenue $ 2,788,794 $ 2,304,082 $ 8,253,777 $ 6,726,784
----------- ----------- ----------- -----------
Total revenue 2,788,794 2,304,082 8,253,777 6,726,784
Medical expenses 2,384,466 1,953,786 7,030,115 5,422,554
----------- ----------- ----------- -----------
Income from operations 404,328 350,296 1,223,662 1,304,230
Operating expenses:
Salaries and related benefits 143,827 72,564 549,993 499,988
General and administrative 248,137 141,773 777,943 591,470
Depreciation and amortization 136,762 97,603 152,023 192,581
----------- ----------- ----------- -----------
Total operating expenses 528,726 311,940 1,479,959 1,284,039
Operating income (loss) (124,398) 38,356 (256,297) 20,191
Impairment loss on intangible assets -- -- (2,014,168) --
Interest income (expense),net 15,129 (67,150) (36,949) (132,101)
----------- ----------- ----------- -----------
(Loss) before taxes, write-off of debentures and discontinued (109,269) (28,794) (2,307,414) (111,910)
operations
Provision for income taxes 60,498 -- 387,251 --
----------- ----------- ----------- -----------
Net (loss) before discontinued operations and write-off of (169,767) (28,794) (2,694,665) (111,910)
debentures
Write-off of debentures and accrued interest -- -- 1,218,537 --
Discontinued operations:
(Loss) from discontinued operations (626) 30,736 (1,982,864) (2,156,696)
Gain on sale of discontinued operations 976,488 -- 4,645,879 --
----------- ----------- ----------- -----------
Total income (loss) from discontinued operations 975,862 30,736 2,663,015 (2,156,696)
Net income (loss) $ 806,095 $ 1,942 $ 1,186,887 $(2,268,606)
(Loss) per share before write-off and discontinued operations $ (0.02) $ (0.00) $ (0.28) $ (0.01)
Earnings (loss) per share from write-off and discontinued operations $ 0.10 $ 0.00 $ 0.41 $ (0.24)
Earnings (loss) per share $ 0.08 $ 0.00 $ 0.13 $ (0.25)
Weighted average number of common shares
outstanding 9,567,292 9,360,520 9,454,581 9,135,682
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE>
FIRST MEDICAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
ASSETS 1998 1997
------ ---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,089,136 $ 1,421,250
Other receivables 751,962 98,332
Due from related parties -- 1,139,760
Inventories 129,259 --
Prepaid expenses and other current assets 141,480 50,406
----------- -----------
Total current assets 2,111,837 2,709,748
Property and equipment, net 583,056 170,281
Intangible assets,net 805,703 2,014,169
Other assets 463,617 248,386
----------- -----------
Total $ 3,964,213 $ 5,142,584
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable 737,825 278,497
Accrued expenses 826,185 1,164,093
Corporate deposits 652,261 731,372
Loans payable to banks -- 3,217,812
Net liabilities pertaining to discontinued operations 1,444,776 804,531
----------- -----------
Total current liabilities 3,661,047 6,196,305
Commitments and contingencies
Shareholders' equity (deficit):
Capital stock,par value $.001;authorized shares 100,000,000 9,567 9,397
Additional paid in capital 8,253,318 8,083,488
Retained deficit (7,959,719) (9,146,606)
----------- -----------
Total shareholders' equity (deficit) 303,166 (1,053,721)
----------- -----------
Total $ 3,964,213 $ 5,142,584
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
FIRST MEDICAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES OF SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
ADDITIONAL RETAINED TOTAL
COMMON PAID-IN EARNINGS SHAREHOLDERS'
STOCK CAPITAL (DEFICIT) EQUITY
----- ------- --------- ------
<S> <C> <C> <C> <C>
Balance, January 1, 1997 $ 100 $ 379,685 $ 323,712 $ 703,497
Issuance of stock to FMG shareheolders 23,247 2,255,911 2,279,158
Capital contribution to FMG 5,000,000 5,000,000
Capital contribution to FMG subsidiary 164,954 164,954
Net loss -- -- (2,268,606) (2,268,606)
----------- ----------- ----------- -----------
Balance, September 30, 1997 $ 23,347 $ 7,800,550 $(1,944,894) $ 5,879,003
Balance, January 1, 1998 $ 9,397 $ 8,083,488 $(9,146,606) $(1,053,721)
Issuance of 170,000 shares 170 169,830 170,000
Net income -- -- 1,186,887 1,186,887
----------- ----------- ----------- -----------
Balance, September 30, 1998 $ 9,567 $ 8,253,318 $(7,959,719) $ 303,166
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
FIRST MEDICAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Net income (loss) $ 1,186,887 $ (2,268,606)
Add: Depreciation and amortization 152,023 192,581
Loss on impairment of intangibles 2,014,169 -
Proceeds of loan payable to banks - 2,489,733
Issuance of common stock 170,000 2,279,158
Capital contribution to FMG and subsidiary - 5,164,954
Increase (decrease) in net liabilities relating
to discontinued operations 640,245 (22,073)
Less: Net assets acquired in AMC CIS, exclusive of cash (363,549) -
Increase in intangible assets (848,108) (4,673,594)
Repayment of loan payable to banks (3,217,812) -
Other changes in assets and liabilities (65,969) (189,370)
-------- ---------
Increase (decrease) in cash and cash equivalents (332,114) 2,972,783
Cash and cash equivalents, beginning of the year 1,421,250 124,314
---------- -------
Cash and cash equivalents, end of the period $ 1,089,136 $ 3,097,097
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
FIRST MEDICAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The financial information for the three months and nine months ended September
30, 1998 and 1997 is unaudited. The balance sheet as of December 31, 1997 and
the income statement for the three months and nine months ended September 30,
1997 has been reclassified to reflect the managed care and HallMark Electrical
Supplies Corp. ("HallMark") operations as discontinued operations. However, the
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for the fair
statement of results for the interim periods.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. These consolidated financial statements should
be read in conjunction with the consolidated financial statements and related
notes included in First Medical Group, Inc.'s ("the Company") December 31, 1997
Report on Form-10K.
The results of operations for the three month and nine month period ended
September 30, 1998 are not necessarily indicative of the results to be expected
for the full year.
Earnings (loss) per common share is calculated by dividing net income (loss) by
weighted average number of common shares and share equivalents outstanding. For
the periods presented, there were no common stock equivalents included in the
calculation, since they would be anti-dilutive.
2. DISCONTINUED OPERATIONS
On April 14 and 15, 1998 the Company through certain of its wholly-owned
subsidiaries completed the sale of its Florida managed care operations. The
total sales price was approximately $6.75 million for certain assets of the
Company.
On April 17, 1998, the Company sold HallMark which was a wholly-owned subsidiary
of the Company to a certain member of management of the Company and certain
members of management of HallMark for a total sales price of $1.9 million. The
purchase price of $1.9 million represented a cash payment of $750,000 and the
assumption of $1.15 million of liabilities and a covenant not to compete by the
member of the management of the Company.
On July 8, 1998 the Company through its wholly-owned subsidiary, First Medical
Corporation, Inc. sold all of its Indiana operations and its contract with
Humana Health Plan, Inc. ("Humana") to provide managed care to MCO, LLC. The
total sales price was $ 727,378. The proceeds of the sale were used to pay off
the existing loan with Devon Bank in the amount of $377,378 and $350,000 was
applied to amounts owed to Humana.
5.
<PAGE>
On July 16, 1998, First Medical Corporation-Texas Division sold its assets to
Durham Physicians Group for $90,000 and the assumption of certain liabilities.
The note is to be paid in 36 equal installments beginning July 1, 1999, bearing
interest per annum compounded annually. First Medical Corporation-Texas Division
and Durham Physicians Group, P.A. also terminated their Full Service Management
Agreement.
As a result of these transactions, the Company recorded a gain on these sales of
approximately $ 976,000 and is reflected in the consolidated statement of
operations for the three months ended September 30, 1998.
CONDENSED FINANCIAL STATEMENTS-DISCONTINUED OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS):
CONDENSED INCOME STATEMENTS
MANAGED CARE HALLMARK TOTAL
------------ -------- -----
Revenues $ 15,514 $ 4,090 $ 19,604
Medical Cost/Cost
of Sales 15,289 2,850 18,139
-------- -------- --------
Income from operations 225 1,240 1,465
Income (loss) from
discontinued operations $ (2086) $ 103 $ (1983)
CONDENSED BALANCE SHEET
MANAGED CARE
------------
Current assets $ 5,584
Current liabilities 7,029
------------
Net liabilities pertaining
to discontinued operations $ (1,445)
6.
<PAGE>
3. WRITE-OFF OF DEBENTURES AND ACCRUED INTEREST
During the nine months ended September 30, 1998, the Company elected to record
the write-off of the 13 1/2% Senior Subordinated Debenture notes and 14 7/8%
Subordinated Debentures aggregating $390,000 and the related accrued interest
payable of $ 828,537. These notes were not surrendered to the Company in
connection with The Lehigh Group Inc. financial restructuring that was
consummated in 1991. Included in the Company's consolidated statement of
operations for the nine months ended September 30, 1998, is income amounting to
$ 1,218,537 relating to the write-off of these debentures and accrued interest
payable.
4. REORGANIZATION AGREEMENT-AMC CIS
Pursuant to a reorganization agreement, effective July 1, 1998, the American
Medical Clinics Management Company, Ltd., a wholly-owned subsidiary of First
Medical Group International, Ltd., which in turn is a wholly-owned subsidiary of
the Company, acquired the stock of American Medical Clinics Moscow, Inc. and
American Medical Center- St. Petersburg Ltd. ("AMC CIS"). The transaction was
accounted for under the purchase method of accounting. The total purchase
consideration was approximately $1.3 million and is comprised of the forgiveness
of indebtedness of that amount to American Medical Clinics Management Company,
Inc. ("AMCMC"), a wholly-owned subsidiary of the Company, by AMC CIS. The excess
of this amount over the fair value of net assets of AMC CIS amounted to $
848,000 and is amortized on a straight-line basis over the expected periods to
be benefited, 5 years. Prior to the reorganization agreement, AMCMC had a
management service agreement with AMC CIS whereby AMC CIS would provide medical
services to AMCMC customers. The operating results of AMC CIS is reflected in
the consolidated statement of operations for the three months ended September
30, 1998.
5. SUPPLEMENTARY SCHEDULE
1998 1997
(IN THOUSANDS)
--------------
Cash paid during the nine months ended
September 30, for:
Interest $ 37 $ 132
Income taxes 387 -
7.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
RESULTS OF OPERATIONS
THIRD QUARTER OF 1998 IN COMPARISION
WITH THIRD QUARTER OF 1997
REVENUE. Total revenue of the Company for the three months ended
September 30, 1998 and 1997 was $2.8 million and $2.3 million, respectively, an
increase of 21%, due mainly to the opening of two new clinics in Eastern Europe
in the latter half of 1996 as well as increased patient visits in existing
facilities.
MEDICAL EXPENSE. Medical expense for the three months ended September
30, 1998 and 1997 was $2.4 million and $2.0 million, respectively. Medical
expense as a percentage of revenue, was 85% for the three months ended September
30, 1998 and 1997, respectively.
OPERATING EXPENSES. Operating expenses for the Company were $ 529,000
during the three months ended September 30, 1998 as compared to $312,000 in
1997. Operating expenses as a percent of revenue were 19% and 14%, respectively,
in 1998 and 1997.
LOSS/INCOME FROM DISCONTINUED OPERATIONS. The loss from discontinued
operations for the three months ended September 30, 1998 was approximately $
1,000 as compared to income of approximately $31,000 for the first three months
ended September 30, 1997. The gain on sale of discontinued operations during the
three months ended June 30, 1998 was approximately $ 976,000.
NET INCOME. Net income for the three months ended September 30, 1998 was
$ 806,000 as compared to $ 2,000 in the third quarter of 1997.
RESULTS OF OPERATIONS
FIRST NINE MONTHS OF 1998 IN COMPARISION
WITH FIRST NINE MONTHS OF 1997
REVENUE. Total revenue of the Company for the nine months ended
September 30, 1998 and 1997 was $ 8.3 million and $ 6.7 million, respectively,
an increase of 23%, due mainly to the opening of two new clinics in Eastern
Europe in the later half of 1996 as well as increased patient visits in existing
facilities.
MEDICAL EXPENSE. Medical expense for the nine months ended September 30,
1998 and 1997 was $ 7.0 million and $5.4 million, respectively. Medical expense
as a percentage of revenue, was 85% and 81% for the nine months ended September
30, 1998 and 1997, respectively.
8.
<PAGE>
OPERATING EXPENSES. Operating expenses for the Company were $ 1.5
million during the nine months ended September 30, 1998 as compared to $ 1.3
million in 1997. Operating expenses as a percent of revenue were 18% and 19%,
respectively, in 1998 and 1997.
IMPAIRMENT LOSS ON INTANGIBLE ASSETS. The Company recorded a loss on
impairment of intangible assets during the nine months ended September 30, 1998
of $ 2,014,168.
WRITE-OFF OF DEBENTURES AND ACCRUED INTEREST PAYABLE. The write-off of
debentures and accrued interest payable during the nine months ended September
30, 1998 was $ 1,218,537.
LOSS/INCOME FROM DISCONTINUED OPERATIONS. The loss from discontinued
operations for the nine months ended September 30, 1998 was approximately $ 2.0
million as compared to a loss of approximately $2.2 million for the nine months
ended September 30, 1997. The gain on sale of discontinued operations during the
nine months ended September 30, 1998 was approximately $ 4.7 million.
NET INCOME (LOSS). Net income for the nine months ended September 30,
1998 was $ 1,187,000 as compared to net loss of $ 2,269,000 in the nine months
ended September 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1998, the Company had cash of $ 1,089,000 as compared
to $ 1,421,000 at December 31, 1997.
As of December 31, 1997, the Company had a credit facility of $2.5
million bearing interest at 1/2% above prime, of which $500,000 is guaranteed by
certain current and former members of the Company. The Company also borrowed an
additional $537,000 to purchase Lehigh stock in connection with the merger.
Proceeds from the sale of the managed care operation in April, 1998 were used to
repay these facilities.
9.
<PAGE>
YEAR 2000
The company has conducted a review of its computer systems to identify
the systems that could be affected by the "Year 2000". The Year 2000 problem is
the result of computer programs being written using two digits rather than four
to define the applicable year. The Company primarily utilizes outside vendor
software programs in its operations. The Company believes that such
modifications to the computer programs will not significantly impact the
Company's operations or its ability to conduct business.
10.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On or about September 16, 1998, The Lehigh Group, Inc., now known as First
Medical Group, Inc., was sued along with other defendants in the United States
District Court of Northern Ohio Western Division ( STICKNEY/TYLER ADMINISTRATIVE
GROUP, ET AL. VS. EARL SCHEIB OF OHIO, INC., ET AL. Case # 3: 98CV7538) pursuant
to the Comprehensive Environmental Response, Compensation and Liability Act. The
plaintiffs have alleged that the Company is the successor -in-interest to the
Hilfinger Corporation (a defunct subsidiary of he Company) and claim that the
Hilfinger Corporation arranged for the disposal or treatment of waste chemicals
containing hazardous substances or arranged with a transporter for the transport
for disposal or treatment of such waste chemicals at one or more sites. The
plaintiffs are seeking damages, jointly and severally, against the defendants in
excess of $25,000,000. The occurrence was alleged to have taken place on or
about the 1950s to approximately 1972. The Company has put several insurance
carriers on notice of this matter, however no determination has been made
regarding whether there is insurance coverage. The Company has retained counsel
in Ohio to defend this claim. Accordingly, if this matter is adversely
determined, it could have a material adverse effect on the Company's financial
condition.
On or about June 26, 1998, the Company was sued in the United States District
Court Southern District of Florida (CHARLES POSTERNACK AND ARNOLD ROSNER V FIRST
MEDICAL GROUP, INC., AS SUCCESSOR IN INTEREST TO FIRST MEDICAL CORPORATION -
Case # 98-6632-CIV-HURLEY) .The plaintiffs claim they are entitled to an amount
in excess of $300,000, based on a buy-out agreement the plaintiffs entered into
with First Medical Corporation when the plaintiffs sold their interest in
Dominion Healthnet, Inc., to First Medical Corporation. The Company has retained
counsel in Florida to defend this claim. Accordingly, if this matter is
adversely determined, it could have a material adverse effect on the Company's
financial condition.
The Company is involved in other minor litigation, none of which is considered
by management to be material to its business or, if adversely determined, would
have a material adverse effect on the Company's financial condition.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company continues to be in default in the payment of interest (approximately
$829,000.00 interest is past due as of March 31, 1998) on $390,000 principal
amount of 13-1/2% Notes and 14-7/8% Debentures.
ITEM 5. OTHER INFORMATION
It On July 8, 1998, First Medical Group, Inc. through its wholly-owned
subsidiary, First Medical Corporation, sold all of the assets of its Indiana
operations and its contracts with Humana Health Plan, Inc. to provide managed
care to MCO, LLC. The total sales price was $727,378. The proceeds of sale were
used to pay off an existing loan with Devon Bank in the amount of $377,378 and
$350,000 was applied to money owed to Humana Health Plans, Inc.
11.
<PAGE>
On July 16, 1998, First Medical Corporation - Texas Division, sold its assets to
Durham Physicians Group, P.A. for $90,000 to be paid in 36 equal monthly
installments beginning July 1, 1999, bearing 8% interest per annum compounded
annually. First Medical Corporation - Texas Division and Durham Physicians
Group, P.A. also terminated their Full Service Management Agreement.
Pursuant to a reorganization, effective July 1, 1998, American Medical Centers
Management Company Ltd., ("AMCMC") wholly-owns American Medical Clinics Moscow
Inc. and American Medical Center - St. Petersburg Ltd.
AMCMC is a wholly owned subsidiary of First Medical Group International Ltd.,
which in turn is wholly owned by First Medical Group, Inc.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on form 8-K were filed during the quarter ended September 30, 1998.
12.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST MEDICAL GROUP, INC.
By: /s/ Dennis A. Sokol
--------------------------------------
Dennis A. Sokol
President
Dated November 13, 1998
13.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S
FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S 10-Q FOR THE QUARTER ENDED
SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> SEP-30-1998
<PERIOD-END> JAN-01-1998
<CASH> 1,089
<SECURITIES> 0
<RECEIVABLES> 752
<ALLOWANCES> 13
<INVENTORY> 130
<CURRENT-ASSETS> 2,112
<PP&E> 583
<DEPRECIATION> 767
<TOTAL-ASSETS> 3,964
<CURRENT-LIABILITIES> 3,661
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 293
<TOTAL-LIABILITY-AND-EQUITY> 3,964
<SALES> 0
<TOTAL-REVENUES> 8,254
<CGS> 0
<TOTAL-COSTS> 7,030
<OTHER-EXPENSES> 3,531
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,307)
<INCOME-TAX> 387
<INCOME-CONTINUING> (2,694)
<DISCONTINUED> 2,663
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,187
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
