SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 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 0-12927
NATIONAL HOME HEALTH CARE CORP.
(Exact name of Registrant as Specified in Its Charter)
Delaware 22-2981141
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
700 White Plains Road, Scarsdale, New York 10583
(Address of Principal Executive Offices with Zip Code)
Registrant's Telephone Number Including Area Code: 914-722-9000
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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all
documents and reports required by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of common stock outstanding as of June 15,
1998 was 5,210,114
<PAGE>
NATIONAL HOME HEALTH CARE CORP.
FORM 10-Q
FOR THE QUARTER ENDED APRIL 30, 1998
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets as of
April 30, 1998 3-4
and July 31, 1997 (unaudited)
Consolidated Statements of Operations
for the three months ended April 30,
1998 and April 30, 1997 and the nine
months ended April 30, 1998 and April 5
30, 1997 (unaudited)
Consolidated Statements of Cash Flows
for the nine months ended April 30,
1998 and April 30, 1997 (unaudited) 6
Notes to Consolidated Financial 7-8
Statements
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of 9-13
Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
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<PAGE>
NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED
April 30, July 31,
1998 1997
ASSETS
Current assets:
Cash and cash equivalents $10,293,000 $9,324,000
Investments 488,000 508,000
Accounts receivable-less
allowance for doubtful
accounts of $284,000 at April
30, 1998 and $327,000 at July
31, 1997 9,059,000 8,176,000
Income taxes receivable 105,000 ---
Prepaid expenses and other assets 144,000 163,000
Deferred taxes 230,000 230,000
--------- ---------
Total current assets 20,319,000 18,401,000
Furniture, equipment and leasehold
improvements, net 364,000 378,000
Excess of cost over fair value of
net assets of
businesses acquired, net 3,222,000 3,350,000
Other intangible assets, net 795,000 947,000
Deposits and other assets 138,000 138,000
Investment in unconsolidated
investee 852,000 2,010,000
--------- ---------
TOTAL $25,690,000 $25,224,000
(Continued)
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<PAGE>
NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED
April 30, July 31,
1998 1997
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $1,331,000 $1,076,000
Estimated third-party payor settlements 656,000 195,000
Income taxes payable --- 22,000
---------- ----------
Total current liabilities 1,732,000 1,548,000
Deferred tax liability --- 316,000
--------- ---------
Total liabilities 1,732,000 1,864,000
Stockholders' equity:
Common stock, $.001 par value;
authorized 20,000,000 shares, issued
6,228,746 and 6,208,646 shares 6,000 6,000
Additional paid-in capital 18,525,000 18,476,000
Retained earnings 6,654,000 5,842,000
__________ __________
25,185,000 24,324,000
Less treasury stock
(1,013,149 and 957,5000 shares)
at cost (1,227,000) (964,000)
----------- ---------
Total stockholders' equity 23,958,000 23,360,000
---------- ----------
TOTAL $25,690,000 $25,224,000
----------- -----------
----------- -----------
See accompanying notes to consolidated financial statements.
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<PAGE>
<TABLE>
<CAPTION>
NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
For the three months ended For the nine months ended
April 30, April 30,
1998 1997 1998 1997
<C> <C> <C> <C>
<S>
Net patient revenue $8,303,000 $8,476,000 $26,206,000 $25,854,000
---------- ---------- ----------- -----------
Operating expenses:
Cost of revenue 5,310,000 5,459,000 16,884,000 16,783,000
General and administrative 2,212,000 2,149,000 6,724,000 6,337,000
Amortization of intangibles 93,000 55,000 280,000 152,000
---------- ---------- ----------- -----------
Total operating expenses 7,615,000 7,663,000 23,888,000 23,272,000
Income from operations 688,000 813,000 2,318,000 2,582,000
Other income (loss):
Interest income 133,000 118,000 407,000 326,000
(Loss) from equity investee (247,000) (171,000) (1,158,000) (349,000)
----------- ----------- ------------ ------------
Income before taxes 574,000 760,000 1,567,000 2,559,000
Provision for income taxes 311,000 326,000 755,000 1,094,000
NET INCOME $263,000 $434,000 $812,000 $1,465,000
---------- ---------- ------------ -----------
---------- ---------- ------------ -----------
Other data, including per share
information:
Net income available to
common stockholders $263,000 $434,000 $812,000 $1,465,000
Basic earnings per share $0.05 $0.08 $0.15 $0.28
---------- --------- ---------- -----------
---------- --------- ---------- -----------
Basic weighted average shares
outstanding 5,221,946 5,248,285 5,239,625 5,248,285
Diluted net income available to
common stockholders $263,000 $434,000 $812,000 $1,465,000
Diluted earnings per share $0.05 $0.08 $0.15 $0.27
---------- --------- ---------- -----------
---------- --------- ---------- -----------
Diluted weighted average shares
outstanding 5,288,448 5,351,996 5,317,198 5,362,613
</TABLE>
See accompanying notes to consolidated financial statements.
-5-
<PAGE>
<TABLE>
<CAPTION>
NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
For the nine months ended
April 30,
1998 1997
<S>
Cash flows from operating activities: <C> <C>
Net income $812,000 $1,465,000
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 357,000 234,000
Loss from equity investee 1,158,000 349,000
Deferred tax (316,000) (51,000)
Changes in:
Accounts receivable (883,000) (142,000)
Income taxes receivable/payable (127,000) 3,000
Prepaid expenses and other assets 19,000 12,000
Accounts payable, accrued expenses and other liabilities (255,000) (235,000)
Estimated third party payor settlements 461,000 (291,000)
----------- -----------
Net cash provided by operating activities 1,226,000 1,344,000
----------- -----------
Cash flows from investing activities:
Proceeds of investments 20,000 20,000
Purchase of property, plant and equipment (63,000) (101,000)
Purchase of assets of business --- (672,000)
----------- -----------
Net cash (used in) investing activities (43,000) (753,000)
----------- -----------
Cash flows from financing activities:
Proceeds from exercise of stock options 49,000 13,000
Purchase of treasury shares (263,000) ---
----------- -----------
Net cash provided by (used in) financing activities (214,000) 13,000
----------- -----------
NET INCREASE IN CASH AND CASH
EQUIVALENTS 969,000 604,000
Cash and cash equivalents-beginning of period 9,324,000 8,929,000
----------- -----------
CASH AND CASH EQUIVALENTS-END OF PERIOD $10,293,000 $9,533,000
----------- -----------
----------- -----------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Taxes $1,218,000 $1,228,000
Interest 2,000 5,000
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
NATIONAL HOME HEALTH CARE CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
h a ve 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.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of Management,
a l l adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended
April 30, 1998 are not necessarily indicative of the results that
may be expected for the year ending July 31, 1998. For further
information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form
10-K for the year ended July 31, 1997.
NOTE 2 - INITIAL PUBLIC OFFERING OF SUNSTAR HEALTHCARE, INC.
On May 21, 1996, the initial public offering of common stock
by SunStar Healthcare, Inc. ("SunStar") was consummated. Prior
to the offering, SunStar had been a wholly-owned subsidiary of
the Company, consisting of its Florida outpatient medical center
operations. As a result of the offering, the Company currently
owns 900,000 shares, or approximately 36.8%, of SunStar. The
Company is accounting for its investment in SunStar using the
equity method of accounting.
NOTE 3 - ACQUISITION
On March 25, 1997, the Company, through its wholly-owned
subsidiary Health Acquisition Corp., acquired for $672,000 in
cash, including acquisition costs of $22,000, certain assets of
C.J. Home Care, Inc., d/b/a Garden City Home Care, a New York
State licensed home health care company which provides home care
services in Nassau County, New York.
On May 29, 1997, the Company, through its wholly-owned
subsidiary Health Acquisition Corp., acquired, for $1,213,000 in
cash, including acquisition costs of approximately $77,000,
certain assets of Home Health Aides, Inc. and H.H.A. Aides, Inc.,
two licensed home health care companies which provide home care
services in both Nassau and Suffolk Counties, New York.
NOTE 4 - PER SHARE DATA
The Company adopted Statement of Financial Accounting
Standard No. 128 ("SFAS 128"), "Earnings Per Share," during the
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<PAGE>
fiscal quarter ended January 31, 1998. The adoption of SFAS 128
did not have a material effect on the Company's earnings per
s h a re. Earnings per share and weighted average shares
outstanding for the three and nine months ended April 30, 1997
have been restated for comparative purposes.
Basic earnings per share. Basic earnings per share is
calculated by dividing income available to holders of Common
Stock (the basic numerator) by the weighted-average number of
shares of Common Stock outstanding (the basic denominator) during
the period.
Diluted earnings per share. Diluted Earnings per share is
calculated by adjusting the basic numerator for changes in income
or loss that would result from the assumed conversion or exercise
o f potentially issuable shares. Additionally, the basic
denominator is increased to include the additional number of
shares of Common Stock that would have been outstanding if the
potentially issuable shares of Common Stock had been issued, if
dilutive. The treasury stock method is used to reflect the
dilutive effect of outstanding options and warrants.
Under SFAS 128, the computation of diluted EPS does not
assume the conversion or exercise of securities that have an
antidilutive effect on earnings per share (i.e., increase the
earnings per share amount or decrease the loss per share amount).
-8-
<PAGE>
ITEM 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The Company is subject to significant external factors that
could significantly impact its business, including changes in
Medicare and Medicaid reimbursement, government fraud and abuse
initiatives and other such factors that are beyond the control of
the Company. These factors, as well as future changes in
reimbursement could cause future results to differ materially
from historical results.
The Balanced Budget Act of 1997 (the "Act") was signed into
law on August 5, 1997. Under the Act, for cost reports beginning
on or after October 1, 1997, Medicare-reimbursed home health
agencies will be reimbursed under an interim payment system
("IPS") for a two-year period prior to the implementation of a
prospective payment system. Under the interim payment system,
home health care providers will be reimbursed the lower of (i)
the actual costs, (ii) cost limits based on 105% of median costs
of freestanding home health agencies, or (iii) an agency-specific
per-patient cost limits, based on 98% of 1994 costs adjusted for
inflation. The Act calls for payments to Medicare providers for
cost reporting periods beginning on or after October 1, 1999 to
be made in accordance with a prospective payment system to be
established by the Secretary of the Department of Health and
Human Services.
The new IPS cost limits will apply to the Company's
Connecticut based Medicare-certified nursing agency for the cost
reporting period beginning July 1, 1998. The Company has
d e t e r m ined that these new limits will reduce current
reimbursement for the Medicare services it provides.
Accordingly, in May 1998, the Company combined it's operations in
Connecticut by merging it's Medicare-certified subsidiary with
i t ' s licensed agency subsidiary to increase operational
efficiencies. In addition, the Company will closely monitor
utilization of Medicare services in an effort to not exceed per
patient cost limits.
The implementation of IPS will result in a decrease in
Medicare reimbursement, beginning in fiscal 1999. The Company
does not believe that IPS will have a material adverse effect on
the Company's results of operations or financial condition.
The Company's Medicare-certified nursing agency is subject
to the Medicare/Medicaid surety bond requirement imposed by the
Act. The Company was required to have surety bonds in place no
later than February 27, 1998. The Company has successfully
complied with these requirements. Management estimates that the
annualized cost for these surety bonds to be approximately
$7,000. The purpose of the surety bonds is to serve as a
Medicare fraud and abuse deterrent.
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<PAGE>
Results of Operations and Effects of Inflation
Three Months Ended April 30, 1998 Compared to Three Months
Ended April 30, 1997
For the three months ended April 30, 1998, net patient
revenue decreased $(173,000), or (2.0)% to $8,303,000 from
$8,476,000 for the three months ended April 30, 1997. Over the
periods, net patient revenue from Health Acquisition Corp., the
subsidiary providing home health care services in the New York
metropolitan area, increased $566,000, or 11% to $5,496,000 from
$4,930,000. This increase is attributable to acquisitions that
Health Acquisition Corp. completed in March and May of 1997.
Over the periods, net patient revenue from New England Home Care,
Inc., the subsidiary that is Medicare certified and licensed in
the State of Connecticut, decreased $(775,000) or (27%) to
$ 2 , 105,000 from $2,880,000. This decrease is primarily
attributable to a decline of 42% in Medicare visits from the
c o rresponding three-month period of 1997. The Company's
increasing internal audit and compliance with the rules and
regulations governing Medicare reimbursement resulted in the
decline in both the Company's Medicare patient base as well as
its services to existing patients. Over the periods, net patient
revenue from Nurse Care, Inc., the licensed home health care
subsidiary in the State of Connecticut, increased $36,000 or 5%
to $702,000 from $666,000.
Cost of revenue as a percentage of net patient revenue
remained constant at approximately 64% for the three months ended
April 30, 1998 and for the three months ended April 30, 1997.
For the three months ended April 30, 1998, general and
administrative expenses increased $63,000 or 2.9% to $2,212,000
from $2,149,000 for the three months ended April 30, 1997. This
increase is primarily attributable to additional administrative
salaries and expenses incurred by Health Acquisition Corp., as a
result of the Company's acquisitions in 1997. As a percentage of
n e t patient revenue, general and administrative expenses
increased to 27% for the three months ended April 30, 1998 from
25% for the three months ended April 30, 1997. This increase is
attributable to the decline in net patient revenue of New England
Home Care, Inc., which was not offset by a corresponding decline
in general and administrative expenses.
Amortization of intangibles increased to $93,000 for the
three months ended April 30, 1998 from $55,000 for the three
months ended April 30, 1997. This increase is attributable to
the acquisitions made by Health Acquisition Corp.
Interest income increased $15,000 or 13% to $133,000 for the
three months ended April 30, 1998 from $118,000 for the three
months ended April 30, 1997. This increase is attributable to an
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<PAGE>
increase in cash and cash equivalents over the comparable
periods.
The loss from equity investee increased to $(247,000) for
the three months ended April 30, 1998 as compared to a loss from
equity investee of $(171,000) for the three months ended April
30, 1997. The loss from equity investee represents the Company's
share of SunStar's net loss for the respective periods.
The Company's effective tax rate increased to approximately
54% for the three months ended April 30, 1998 from 43% for the
three months ended April 30, 1997. This increase is attributable
to a lesser income tax benefit of $(6,000) recorded for the three
months ended April 30, 1998, as compared to $(58,000) recorded
for the three months ended April 30, 1997 related to the
Company's share of SunStar's net loss. Excluding the tax effect
of loss from equity investee, the effective tax rate decreased to
39% for the three months ended April 30, 1998 from 41% for the
three months ended April 30, 1997. This decrease is attributable
to an increase in Work Opportunity Tax Credits over the
comparable period of 1997.
Nine Months Ended April 30, 1998 Compared to Nine Months Ended
April 30, 1997
For the nine months ended April 30, 1998, net patient
revenue increased $352,000 or 1% to $26,206,000 from $25,854,000
for the nine months ended April 30, 1997. Over the periods, net
p a t i ent revenue from Health Acquisition Corp. increased
$2,399,000 or 16% to $17,227,000 from $14,828,000. This increase
is attributable to acquisitions made in May and March of 1997.
Over the periods, net patient revenue from New England Home Care,
I n c . decreased $(2,159,000) or (24%) to $6,743,000 from
$8,902,000. This decrease is explained in the above three-month
discussion. Over the periods, net patient revenue from Nurse
C a re, Inc. increased $112,000, or 5% to $2,236,000 from
$2,124,000.
Cost of revenue as a percentage of net patient revenue
decreased to 64.4% for the nine months ended April 30, 1998 from
64.9% for the nine months ended April 30, 1997.
For the nine months ended April 30, 1998, general and
administrative expenses increased $387,000, or 6% to $6,724,000
for the nine months ended April 30, 1998 from $6,337,000 for the
nine months ended April 30, 1997. This increase is explained in
the above three-month discussion. As a percentage of net patient
revenue, general and administrative expenses increased to 26% for
the nine months ended April 30, 1998 from 25% for the nine months
ended April 30, 1997. This increase is attributable to the
decline in net patient revenue of New England Home Care, Inc.,
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<PAGE>
which was not offset by a corresponding decline in general and
administrative expenses.
Amortization of intangibles increased to $280,000 for the
nine months ended April 30, 1998 from $152,000 for the nine
months ended April 30, 1997. This increase is attributable to
the acquisitions made by Health Acquisition Corp.
Interest income increased $81,000, or 25% to $407,000 for
the nine months ended April 30, 1998 from $326,000 for the nine
months ended April 30, 1997. This increase is explained in the
above three-month discussion.
The loss from equity investee increased to $(1,158,000) for
the nine months ended April 30, 1998 as compared to a loss of
$(349,000) for the nine months ended April 30, 1997. The loss
from equity investee represents the Company's share of SunStar's
net loss for the respective periods.
The Company's effective tax rate increased to approximately
48% for the nine months ended April 30, 1998 from 43% for the
nine months ended April 30, 1997 as the result of the increased
loss from equity investee in the current nine month period
without a corresponding increase in the deferred tax benefit.
Excluding the tax effect of loss from equity investee, the
effective tax rate decreased to 39% for the nine months ended
April 30, 1998 from 42% for the nine months ended April 30, 1997.
T h i s decrease is attributable to an increase in Worker
Opportunity Tax Credits over the comparable period of 1997.
The rate of inflation had no material effect on operations
for the nine months ended April 30, 1998.
Financial Condition and Capital Resources
C u r rent assets increased to $20,319,000 and current
liabilities increased to $1,734,000, respectively, at April 30,
1998. This resulted in an increase in working capital by
$1,734,000 from $16,853,000 at July 31, 1997 to $18,587,000 at
April 30, 1998. Cash and cash equivalents at April 30, 1998 were
$10,293,000, as compared with $9,324,000 at July 31, 1997.
The Company provided net cash from operating activities of
$1,226,000 for the nine months ended April 30, 1998 as compared
to net cash provided from operating activities of $1,344,000 for
the nine months ended April 30, 1997. The decrease in operating
cash flow is primarily attributable to an increase in accounts
receivable of $741,000 and an increase in income taxes receivable
of $130,000, offset by an increase in estimated third party
settlements of $752,000 over the comparable period of 1997. Net
cash used in investing activities for the nine months ended April
30, 1998 reflects the purchase of equipment, reduced by the
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<PAGE>
proceeds of investments. Net cash used in investing activities
for the nine months ended April 30, 1997 reflects acquisitions
made by the Company and the purchase of equipment, offset by the
proceeds of investments. Net cash used in financing activities
for the nine months ended April 30, 1998 reflects the purchase of
treasury shares offset by the proceeds from the exercise of stock
options. Net cash provided by financing activities for the nine
months ended April 30, 1997 reflects the proceeds from the
exercise of stock options.
The Company has available a $2,000,000 secured line of
credit with its bank. In addition, a subsidiary of the Company
has a secured line of credit. The maximum amount that can be
borrowed under the secured line of credit may not exceed the
lesser of eligible accounts receivable or $2,000,000. Both
credit facilities bear interest at the alternate base commercial
lending rate of the bank and expire January 31, 1999. At April
30, 1998, there were no outstanding balances under either line of
credit.
The Company intends to meet both its short and long term
liquidity needs with its current cash balances, cash flow from
operations and available lines of credit. The Company believes
that its cash balances will also allow it to continue to make
acquisitions in the home health care field without affecting its
liquidity needs.
In July 1997, the Board of Directors authorized a stock
repurchase plan authorizing the Company to repurchase up to
$1,000,000 of its Common Stock. The buyback program will be
financed out of existing cash balances. To date, the Company has
repurchased approximately $328,000 under the stock repurchase
plan.
PART II. OTHER INFORMATION
Item 1. Acquisitions
On February 25, 1998, the Company entered into an agreement
to acquire certain assets of a New York State licensed agency
that provides home health care services in Westchester County,
New York. The consummation of this proposed transaction is
subject to regulatory and other approvals and conditions. The
agency has annual revenues of approximately $5,700,000. The
acquisition is expected to be completed by July of 1998.
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits:
27.1 Financial Data Schedule
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<PAGE>
(b) Reports on Form 8-K
None
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<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.
National Home Health Care Corp.
Date: June 15, 1998 /s/ Robert P. Heller
Robert P. Heller
Vice President of Finance,
Chief Financial and Accounting Officer
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER>1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-END> APR-30-1998
<CASH> 10,293,000
<SECURITIES> 488,000
<RECEIVABLES> 9,343,000
<ALLOWANCES> (284,000)
<INVENTORY> 0
<CURRENT-ASSETS> 20,319,000
<PP&E> 976,000
<DEPRECIATION> 612,000
<TOTAL-ASSETS> 25,690,000
<CURRENT-LIABILITIES> 1,732,000
<BONDS> 0
0
0
<COMMON> 6,000
<OTHER-SE> 23,952,000
<TOTAL-LIABILITY-AND-EQUITY> 25,690,000
<SALES> 26,206,000
<TOTAL-REVENUES> 26,206,000
<CGS> 0
<TOTAL-COSTS> 23,888,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,158,000
<INTEREST-EXPENSE> (407,000)
<INCOME-PRETAX> 1,567,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 812,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 812,000
<EPS-PRIMARY> .15
<EPS-DILUTED> .15
</TABLE>
