<PAGE>
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 quarterly period ended March 31, 1997
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 0-12050
SAFEGUARD HEALTH ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1528581
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
505 NORTH EUCLID STREET
ANAHEIM, CALIFORNIA 92801
(Address of principal executive offices)
(Zip Code)
(714) 778-1005
(Registrant's telephone number, including area code)
NONE
(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 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
----- -----
The number of shares outstanding of registrant's common stock, par value $.01
per share, at March 31, 1997, was 4,716,832 shares (not including 3,274,788
shares of common stock held in treasury).
Page 1 of 11
<PAGE>
SAFEGUARD HEALTH ENTERPRISES, INC.
AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
INFORMATION INCLUDED IN REPORT
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
Part I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements 3
Consolidated Statements of Financial Position 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 5. Other Information 10
SIGNATURES 11
</TABLE>
Page 2 of 11
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
SAFEGUARD HEALTH ENTERPRISES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(000's omitted, except share data)
<TABLE>
<CAPTION>
March 31,1997 December 31, 1996
-------------- -----------------
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash $ 1,302 $ 706
Investments available for sale, at
estimated fair value 5,435 6,420
Investments held to maturity, at cost 2,683 2,681
Accounts and notes receivable, net
of allowances of $531 in 1997 and 1996 7,140 6,375
Income taxes receivable - 44
Prepaid expenses and other current assets 1,423 1,110
Deferred income taxes 165 165
Net assets of discontinued operations 6,373 6,250
-------- --------
Total current assets 24,521 23,751
-------- --------
Property and equipment, net 10,798 11,841
Investments held to maturity, at
amortized cost 3,609 3,631
Notes receivable - long term 7,176 3,125
Other assets 232 231
Goodwill, net of accumulated
amortization of $271 in 1997 and
$134 in 1996 20,828 21,786
Intangibles and covenant not to
compete, net of accumulated
amortization of $1,493 in 1997
and $1,431 in 1996 3,692 3,751
-------- --------
Total assets $ 70,856 $ 68,116
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 2,875 $ 2,000
Current portion of note payable 1,192 1,192
Accounts payable and accrued expenses 7,004 4,759
Income taxes payable 519 -
Reserves for incurred but not
reported claims 2,282 3,130
Deferred revenue 454 552
-------- --------
Total current liabilities 14,326 11,633
-------- --------
Long-term debt 16,125 17,000
Note payable 1,788 2,086
Deferred income taxes 1,781 1,784
Accrued compensation agreement 410 413
Stockholders' equity
Common stock $.01 par value;
30,000,000 shares authorized;
4,707,000 in 1997 and in 1996
shares outstanding, stated at 21,255 21,255
Preferred stock - $.01 par value;
1,000,000 shares authorized;
no shares issued or outstanding - -
Retained earnings 33,395 32,165
Net unrealized loss on investments
available for sale, net of deferred taxes (101) (97)
Treasury stock, at cost (18,123) (18,123)
-------- --------
Total stockholders' equity 36,426 35,200
-------- --------
$ 70,856 $ 68,116
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
Page 3 of 11
<PAGE>
SAFEGUARD HEALTH ENTERPRISES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(000's omitted, except per share data)
<TABLE>
<CAPTION>
Three months ended
March 31,
---------------------
1997 1996
--------- ---------
<S> <C> <C>
Revenues: $25,053 $18,535
Expenses:
Health care services 16,998 14,121
Selling, general and administrative 5,749 3,267
------- -------
Total expenses 22,747 17,388
------- -------
Operating income 2,306 1,147
Other income 298 220
Interest expense (497) -
------- -------
Income from continuing operations
before provision for income taxes,
cumulative effect and discontinued
operations 2,107 1,367
Provision for income taxes 877 533
------- -------
Income from continuing operations
before cumulative effect of a change
in accounting principle and
discontinued operations 1,230 834
Cumulative effect of change in
accounting principle, net of income
taxes of $536 in 1996 - 824
------- -------
Income before discontinued operations 1,230 1,658
Discontinued operations:
Loss from dental operations to be
disposed of (net of after tax
deferred loss of $410 and net of
income tax benefits of $502 in
1997 and $265 in 1996 (754) (416)
Gain on disposal of dental
practices (net of income taxes of
$502 in 1997 754 -
------- -------
Loss from discontinued operations - (416)
------- -------
Net income $ 1,230 $ 1,242
======= =======
Earning per share:
Income from continuing operations
before cumulative effect of a
change in accounting principle
and discontinued operations $ 0.25 $ 0.17
Cumulative effect of change in
accounting principle - 0.17
Loss from discontinued operations - (0.09)
------- -------
Net income $ 0.25 $ 0.25
======= =======
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
Page 4 of 11
<PAGE>
SAFEGUARD HEALTH ENTERPRISES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(000's omitted)
<TABLE>
<CAPTION>
Three months ended
March 31,
-------------------
1997 1996
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,230 $ 1,242
Adjustments to reconcile net income to net cash provided by (used in)
continuing operations:
Loss from discontinued operations - 416
Gain on disposal of discontinued dental practices (1,256) -
Depreciation and amortization 929 443
Deferred income taxes (benefit) (3) 22
Changes in operating assets and liabilities:
Accounts receivable, net (1,061) (2,276)
Income taxes receivable 44 45
Prepaid expenses and other current assets (291) 26
Accounts payable and accrued expenses 2,245 (1,459)
Income taxes payable 519 413
Deferred revenue (98) 180
Reserves for incurred but not reported claims (848) (317)
------- -------
Net cash provided by continuing operations 1,410 (1,265)
Net cash used in discontinued operations (757) (898)
------- -------
Net cash provided by (used in) operating activities 653 (2,163)
------- -------
Cash flows from investing activities:
Purchase of investments available for sale (1,342) (1,222)
Proceeds from sales/maturity of investments available for sale 2,323 2,826
Purchase of investments held to maturity - (3,274)
Proceeds from maturity of investments held to maturity 20 4,149
Purchases of property and equipment (617) (361)
Capital expenditures of discontinued operations (41) (482)
Additions to intangibles and other assets (124) -
------- -------
Net cash provided by investing activities 219 1,636
------- -------
Cash flows from financing activities:
Payments received on notes receivable 4 -
Proceeds from exercise of stock options - 27
Payments on accrued compensation agreement (3) -
Payments on notes payable (298) -
Other, net 21 -
------- -------
Net cash (used in) provided by financing activities (276) 27
------- -------
Net increase (decrease) in cash 596 (500)
Cash at beginning of period 706 506
------- -------
Cash at end of period $ 1,302 $ 6
======= =======
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
Page 5 of 11
<PAGE>
SAFEGUARD HEALTH ENTERPRISES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Basis of Reporting
- ---------------------------
The accompanying unaudited Consolidated Financial Statements of Safeguard Health
Enterprises, Inc. and subsidiaries (the "Company") for the quarter ended March
31, 1997, have been prepared in accordance with generally accepted accounting
principles applicable to interim periods, and reflect all adjustments which are,
in the opinion of management, necessary for a fair presentation of results for
the interim periods. The statements have been prepared in accordance with the
regulations of the Securities and Exchange Commission, but omit certain
information and footnote disclosures necessary to present the statements in
accordance with generally accepted accounting principles. This information
should be read in conjunction with the Consolidated Financial Statements and
Notes including Significant Accounting Policies, contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996. Management
believes that the disclosures herein are adequate to make the information
presented not misleading.
As described in Note 4 herein, the operating results for the quarter ended March
31, 1996 have been restated to reflect the effect of the discontinued operation
of the general practices. Effective September 27, 1996, the Company completed
the acquisition of all of the outstanding shares of First American Dental
Benefits, Inc., dba American Dental Corporation ("First American Dental"), a
privately held managed dental care company based in Dallas, Texas, and a related
marketing entity.
On January 1, 1996, the Company changed its method of recognizing revenues
relating to providing orthodontic health care services to the proportional
performance method. This change in method of revenue recognition results in
revenues being recognized based on the ratio of costs incurred to total
estimated costs, which better matches revenues and expenses over the life of an
orthodontic contract. Previously, the Company recognized revenue on a
contracted basis. The Company believes this method provides for a better
matching of expenses to revenues over the life of each individual orthodontic
contract. As of January 1, 1996, the company recorded a cumulative effect of
$824, net of taxes, for this change.
Note 2: Stockholders' Equity and Earnings Per Share
- ----------------------------------------------------
Since October 1986, the Company's Board of Directors has, at various times,
authorized the repurchase of up to 4,510,888 shares of its common stock through
open market or private transactions. As of March 31, 1997, a total of
3,819,088 shares had been acquired at an average cost of $5.54 per share. All
shares acquired prior to August 24, 1987, have been retired as required by
California law. All shares acquired after the August 24, 1987 reincorporation
in Delaware are being held as treasury stock. Earnings per share for the
periods ended March 31, 1997 and 1996 were computed by dividing net income by
4,938,438 and 4,888,672 shares, respectively, which was the weighted average
number of outstanding common shares and common share equivalents (stock options)
during the respective periods.
Note 3: Recent Accounting Pronouncements
- -----------------------------------------
In February 1997, the FASB issued Statement of Financial Accounting Standards
No. 128 ("FAS 128"), Earnings Per Share, which becomes effective for fiscal
years ending after December 15, 1997. FAS 128 specifies the computation,
presentation and disclosure requirements for earnings per share, and its
objective is to simplify the computation of earnings per share, and to make the
U.S. standard for computing earnings per share more compatible with the
standards of other countries. The statement requires that all prior period
earnings per share data presented shall be restated. The Company will adopt FAS
128 in fiscal year 1997 as required, and its adoption is not expected to have a
significant effect on the Company's financial position or results of operations.
Page 6 of 11
<PAGE>
Note 4: Discontinued Operations
- --------------------------------
On October 21, 1996, the Company implemented a strategic plan to sell all of the
general dental practices owned by the Company ("General Practices"). Seven of
the General Practices were sold during the quarter ended March 31, 1997.
The Company anticipates that the remaining General Practices should be sold by
September 30, 1997.
The assets of the General Practices to be sold, pursuant to the Company's plan,
consist primarily of accounts receivable, supply inventories and leasehold
improvements. Each General Practice sold may also enter into a long-term
contract with the Company's newly formed practice management subsidiary, whereby
the Company will provide certain services to support the dentists in the
operation of their practices, including administrative support. The Company
plans to retain the orthodontic practice in each of the General Practices, and
intends to operate the orthodontic practice in the other General Practices as
they are sold.
The Company projects a gain on the disposal of the discontinued operation that
should offset the expected operating losses of the General Practices during the
phase-out period through September 30, 1997. Due to the estimated gain on the
sale of these offices, actual gains will be recorded at the time of such sales,
and any losses generated will be recognized up to the amount of any gains and
any excess losses will be deferred. No net deferred gain will be recognized
until the completion of the sales of all the General Practices.
Note 5: Subsequent Events
- --------------------------
On May 13, 1997, the Company announced that it had completed the acquisition of
all of the outstanding shares of common stock of Advantage Dental HealthPlans,
Inc., a privately-held managed dental care company based in Fort Lauderdale,
Florida for a total value of approximately $10.0 million, consisting of cash and
debt. The acquisition adds more than 125,000 members to the Company's existing
membership of 1,025,000, which is anticipated to contribute annualized revenues
of over $6.0 million. The Company will file a Form 8-K with the Securities and
Exchange Commission.
Additionally, on November 22, 1996, the Company also announced that it will
acquire all of the outstanding shares of common stock of a privately-held dental
indemnity insurance company, including licenses to operate in sixteen states,
primarily in the southeastern portion of the United States. This acquisition is
subject to the satisfaction of certain conditions and regulatory approval, and
is expected to close in the second quarter of 1997. Other details of this
transaction have not yet been disclosed by the Company.
Page 7 of 11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following information should be read in conjunction with the attached
consolidated financial statements and notes thereto.
<TABLE>
<CAPTION>
1997 versus 1996
Three months ended
March 31,
------------------------
Increase/ Percent
Results of operations (000's omitted) (Decrease) Change
- ------------------------------------------------------------------------
<S> <C> <C>
Health care revenues
Managed care revenues $6,347 38.2
Orthodontic revenues 171 8.8
------ ----
Total health care revenues $6,518 35.2
- ------------------------------------------------------------------------
Health care expenses
Managed care expenses $2,776 21.5
Orthodontic expenses 101 8.2
------ -----
Total health care expenses $2,877 20.4
- ------------------------------------------------------------------------
Total selling, general and
administrative expenses $2,482 76.0
- ------------------------------------------------------------------------
Other income, net $ 78 35.5
- ------------------------------------------------------------------------
Interest expense $ 497 N/A
- ------------------------------------------------------------------------
Income from continuing operations
before cumulative effect of a change
in accounting principle and
discontinued operations $ 396 47.5
- ------------------------------------------------------------------------
Loss from discontinued operations, net
of gain on sale of dental offices, net $ (416) (100.0)
- ------------------------------------------------------------------------
Net income $ (12) (1.0)
- ------------------------------------------------------------------------
</TABLE>
1997 Versus 1996
- ----------------
Health care revenues for the quarter ended March 31, 1997 were $25,053, or a
35.2% increase on an increase of 31.7% in membership over the corresponding
period a year ago. This increase included the impact on revenues and membership
for the acquisition of First American Dental, completed September 27, 1996.
Excluding the impact of the acquisition, revenues for the same period indicated
above increased 18.5% on a 9.3% increase in membership. The revenue increases
were attributable to growth in sales to new small and mid-size clients, moderate
price increases to renewing clients and the sale of other product offerings to
existing clients. Orthodontic revenues grew by 8.8% due to increases in the
number of orthodontic cases started in the quarter.
Health care expenses for the three months ended March 31, 1997 increased $2,877,
or 20.4%. Health care expense as a percentage of health care revenues improved
by 8.4% from 76.2% of revenues for the three months ended March 31, 1996,
to 67.8% for the same period in 1997. This was due primarily to improvements in
managed care expenses as a result of improved control of costs, the impact on
cost ratios as a result of price increases, as well as the effect of the
September 1996 acquisition of First American Dental, which has lower health
care costs as a percent of revenues. The orthodontic practices reflected a
modest improvement of 0.3% in health care cost ratios between the two periods.
General and administrative expenses for the three months ended March 31, 1997,
increased $2,482, or 76.0% of revenue. This was due primarily to the acquisition
of First American Dental, which had a higher ratio of general and administrative
expenses to revenues than the Company had prior to the acquisition.
Additionally, goodwill expense of $312 related to the acquisition is included in
general and administrative expenses. Excluding the impact of the acquisition and
the associated goodwill expenses,
Page 8 of 11
<PAGE>
the ratio of general and administrative expenses to revenues was 19.6% for the
three months ended March 31, 1997 compared to 17.4% for the corresponding period
a year ago. This was due primarily to increases in telecommunications and
computer network costs as well as increased management staffing levels.
Other income increased 35.5% to $298 due to an increase in interest bearing note
receivables. The Company entered into a credit agreement to facilitate the
September 1996 acquisition of First American Dental, resulting in interest
expense of $497.
The operating results, net of taxes, of the discontinued general practices for
the three months ended March 31, 1997, reflect a net loss of $754, net of an
after tax deferred loss of $410. This compares to a net after tax loss of $416
for the same period in 1996. This net loss was entirely offset by an after tax
gain of $754 on the sale of seven general practices during the first three
months of 1997.
Net income for the three months ended March 31, 1997, was $1,230, which changed
from the same period in 1996 due to the above discussed factors. Net income for
the same period in 1996 was $1,242 which included the cumulative effect, after
taxes, of $824 for the change in accounting principle adopted as of January 1,
1996.
Business Segment Information
- ----------------------------
The Company is engaged primarily in two distinct businesses; the operation of
managed care dental plans and the operation of orthodontic practices.
Summarized financial information by business segment is as follows (in $000's):
<TABLE>
<CAPTION>
1997 versus 1996
Three months ended
March 31,
---------------------------------------------
1997 Percent of 1996 Percent of
Amount Revenue Amount Revenue
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Health care revenues
Managed care revenues $22,942 91.6 $16,595 89.5
Orthodontic revenues 2,111 8.4 1,940 10.5
------- ----- ------- -----
Total health care revenues $25,053 100.0 $18,535 100.0
- -----------------------------------------------------------------------------
Health care expenses
Managed care expenses $15,671 68.3 $12,895 77.7
Orthodontic expenses 1,327 62.9 1,226 63.2
------- ----- ------- -----
Total health care expenses $16,998 67.8 $14,121 76.2
- -----------------------------------------------------------------------------
</TABLE>
Liquidity and Capital Resources
- -------------------------------
The Company's business has not been capital intensive. The Company's
operational cash requirements have been met principally from operating cash flow
and this is expected to continue.
At March 31, 1997, the current ratio was 1.71 to 1.0. The Company's net worth
was $36.4 million compared to $32.7 million a year earlier. The Company had
$13.0 million of cash and investments as of March 31, 1997 compared to $15.9
million a year earlier. The Company believes that income from operations,
together with the existing cash and investments on hand, its bank loan, and
other available sources of financing, should be adequate to meet operating
capital needs for the foreseeable future.
Page 9 of 11
<PAGE>
Impact of Inflation
- -------------------
Management believes that the Company's operations are not materially affected by
inflation. The Company believes
that a majority of its costs are capitated or fixed in nature and are directly
related to membership levels, and therefore related to premium levels.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
- --------------------------------------------------------------------------------
The statements contained in this Management's Discussion and Analysis of
Financial Condition and Results of Operations concerning any future premium
pricing levels, future dental health care expense levels, the Company's ability
to control health care, selling, general and administrative expenses, and all
other statements that are not historical facts, are forward looking statements.
Actual results may differ materially from those projected in the forward looking
statements, if any, which statements involve risks and uncertainties. The
Company's ability to expand is affected by competition not only in benefit
program choices, but also the number of dental plan competitors in the markets
in which the Company operates. Certain large employer groups and other
purchasers of commercial dental health care services, continue to demand minimal
premium rate increases, while limiting the number of choices offered to
employees. In addition, securing cost effective contracts with dentists may
become more difficult in part due to the increased competition among dental
plans for dentist contracts. The Company's profitability depends, in part, on
its ability to maintain effective control over health care costs, while
providing members with quality dental care. Factors such as levels of
utilization of dental health care services, new technologies, specialists costs,
and numerous other external influences may effect the Company's operating
results. The Company's expectations for the future are based on current
information and evaluation of external influences. Changes in any one factor
could materially impact the Company's expectations relating to premium rates,
benefit plans offered, membership growth, the percentage of health care
expenses, and as a result, profitability and therefore, effect the forward
looking statements which may be included in these reports. In addition, past
financial performance is not necessarily a reliable indicator of future
performance. An investor should not use historical performance alone to
anticipate future results or future period trends.
Part II. Other Information
Item 1. Legal Proceedings
The Company is a defendant in litigation arising in the normal course
of business. In the opinion of management, the defense costs and/or
ultimate outcome of such litigation is covered by insurance or will
not have material effect on the Company's financial position or
results of operations.
Item 5. Other Information
On May 13, 1997, the Company announced that it had completed the
acquisition of all of the outstanding shares of common stock of
Advantage Dental HealthPlans, Inc., a privately-held managed dental
care company based in Fort Lauderdale, Florida for a total value of
approximately $10.0 million, consisting of cash and debt. The
acquisition adds more than 125,000 members to the Company's existing
membership of 1,025,000, which is anticipated to contribute annualized
revenues of over $6.0 million. The Company will file a Form 8-K with
the Securities and Exchange Commission.
Additionally, on November 22, 1996, the Company also announced that it
will acquire all of the outstanding shares of common stock of a
privately-held dental indemnity insurance company, including licenses
to operate in sixteen states, primarily in the southeastern portion of
the United States. This acquisition is subject to the satisfaction of
certain conditions and regulatory approval, and is expected to close
in the second quarter of 1997. Other details of this transaction have
not yet been disclosed by the Company.
Item 6. Exhibits and Reports
Exhibit 27 Financial Data Schedule
There were no reports on Form 8-K filed by the Company during the
quarter ended March 31, 1997.
Page 10 of 11
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) or 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, in the City of Anaheim,
State of California, on the 14/th/ of May, 1997.
SAFEGUARD HEALTH ENTERPRISES, INC.
By: STEVEN J. BAILEYS, D.D.S.
-------------------------
STEVEN J. BAILEYS, D.D.S.,
Chairman and Chief Executive Officer
By: THOMAS C. TEKULVE
-----------------
THOMAS C. TEKULVE,
Vice President and Chief Financial Officer
Page 11 of 11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,302
<SECURITIES> 8,118
<RECEIVABLES> 7,671
<ALLOWANCES> 531
<INVENTORY> 207
<CURRENT-ASSETS> 24,521
<PP&E> 21,597
<DEPRECIATION> 10,799
<TOTAL-ASSETS> 70,856
<CURRENT-LIABILITIES> 14,326
<BONDS> 17,913
0
0
<COMMON> 21,255
<OTHER-SE> 15,171
<TOTAL-LIABILITY-AND-EQUITY> 70,856
<SALES> 25,053
<TOTAL-REVENUES> 25,351
<CGS> 16,998
<TOTAL-COSTS> 22,747
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 497
<INCOME-PRETAX> 2,107
<INCOME-TAX> 877
<INCOME-CONTINUING> 1,230
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,230
<EPS-PRIMARY> 0.25
<EPS-DILUTED> 0.25
</TABLE>
