SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25/A (No. 1)
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
0-18902
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CUSIP NUMBER
421935 10 7
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(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
- --------------------------------------------------------------------------------
For Period Ended:
[X] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: December 31, 1999
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Full Name of Registrant
Health Risk Management, Inc.
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
10900 Hampshire Avenue S.
City, State and Zip Code
Minneapolis, Minnesota 55438
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
[ X ] following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
The Registrant recently changed its fiscal year from June 30 to December 31. As
a result of the need for staffing and information processing during the first
three months of the calendar year rather than the last half of the summer
months, as had previously been the case, unanticipated problems occurred in
completing the Company's financial statements and preparing the Transition
Report.
<PAGE>
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas P. Clark (612) 829-3755
(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such
shorter) period that the registrant was required to file such reports)
been filed? If answer is no, identify report(s). [ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? [ X ] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
The required information is explained in a press release issued by the
Registrant on April 4, 2000, a copy of which is attached.
HEALTH RISK MANAGEMENT, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date April 4, 2000 By /s/ Thomas P. Clark
Thomas P. Clark, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
<PAGE>
Contact: George Ryan, 952/829-3551 NEWS RELEASE
[email protected]
FOR IMMEDIATE RELEASE
Health Risk Management Reports
Six-Month Transition Period Ended December 31, 1999;
Updates New Business Plans
MINNEAPOLIS, APRIL 3, 2000. . Health Risk Management, Inc., (Nasdaq:HRMI), which
has changed its fiscal year end to December 31 effective December 31, 1999,
reported that total revenues for the six-month transition period ended December
31, 1999, increased 12 percent to $105,244,000 from $93,967,000 for the
six-month period ended December 31, 1998. The net loss for the six-month period
was $1,220,000 or $0.26 per share ($0.26 diluted) compared to a net loss of
$1,334,000 or $0.29 per share ($0.29 diluted) for the six-month period ending
December 31, 1998, for the reasons stated below.
HRM's total revenues for the three-month period ended December 31, 1999,
increased 12 percent to $50,534,000 from $45,018,000 for the three-month period
ended December 31, 1998. The net loss for the three-month period was $2,133,000
or $0.46 per share ($0.46 diluted) compared to a net loss of $1,311,000 or $0.28
per share ($0.27 diluted) for the three-month period ended December 31, 1998,
for the reasons stated below.
(more)
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HRM Transition Period
Page 2 of 14
Unique Charges
In the quarter ended December 31, 1999, certain items resulted in charges of
approximately $3.5 million not affecting previous quarters.
1. Medical Services Payable. Management and the board made the decision
late in March to provide an additional $2.0 million in health plan
medical services payables to be a more conservative best estimate.
2. New B2B Internet Businesses. New costs for planning of two new
businesses in the web-based business to business cost approximately
$250,000 in the quarter. It has been concluded that our anticipated
web-based (vs. web-enabled) software program will replace our current
software, which creates the necessity to determine whether impairment
or shortening of the useful life of HRM's current "Autopilot" care
management software was necessary. The result is additional
amortization of approximately $250,000 in the quarter for shortening
the useful life from 7 years to 3 years.
3. Loss of Lives. As previously announced, reductions in client lives
accounted for approximately $1.0 million of the loss in the Service
Business Unit.
Other Events
1. Y2K Expenses. There was a charge of approximately $250,000 for the last
of the Y2K programming costs in the quarter ending December 31, 1999.
2. New SOP capitalization policy. The adoption previously of SOP 98-I
reduced the amounts
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HRM Transition Period
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qualified as computer software costs by approximately $500,000 per quarter
beginning after July 1, 1999.
Executive Summary of Transition Period
In his executive summary of the Transition Period, HRM Chairman and CEO Gary
McIlroy, M.D., said, "Our three business units are strong. During this period,
each unit developed a strong business plan and made major advances in ensuring
future prosperity. At the heart of many of these plans is the creation of
separate companies that will offer our services and products on the Internet.
Most likely, these businesses will have new management and strategic partners.
As our results show, each business unit during the transition had to overcome
major hurdles, many of which related to legacy systems, one-time charges, and
challenges that as of today have been or are being resolved.
Briefly:
1. The key measurement for the Risk Business Unit, its medical loss ratio,
was 84.8% for the six-month period ended December 31, 1999, which was
lower than the 86.6% in the previous six-month period ended December 31
1998. The unit also acquired a second health plan in January 2000 with
revenues expected in excess of $32 million annually. The unit decided
in late March to provide an additional $2.0 million in health plan
medical services payable to be a more conservative best estimate, which
provides less restrictive limits in dealing with short
(more)
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HRM Transition Period
Page 4 of 14
term business fluctuations. This more conservative policy also will
facilitate anticipated acquisitions. Health plan acquisition prospects
are being considered and investigated on a regular basis.
2. Service Business Unit negotiations with Columbia HCA begun in the last
half of 1999, resulted in a three-year contract expansion that is
expected to generate additional revenues of $4.0 million per year;
technology enhancements in utilization management and claim management
begun during the transition period are expected to cut operating costs
significantly. During the transition period, Service Business Unit
profitability was cut due to a loss of client lives; Y2K costs; and the
related costs of changing the useful life of our care management
software (Autopilot) from seven years to three years with no additional
cost capitalized on an ongoing basis.
3. The delays due to Y2K concerns among QualityFIRST prospects have ended.
As a result, The QualityFIRST Business Unit added eight clients just
before and after the new year that are expected to add $4.8 million in
revenue to the unit over the next three to five years. The sales funnel
is promising for the coming year.
Summary. Dr. McIlroy summarized: "The earnings results do not reflect the
overall strength of the business unit, their cash flows, or their growth. Of
approximately $3.5 million in charges listed earlier, $2.25 million had no
short-term effect on cash flows. The business units are strong
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HRM Transition Period
Page 5 of 14
and we expect them to have positive earnings and growth this year.
"It is crucial," McIlroy continued, "to view these results in the context of our
overall strategy to enhance shareholder value. Our over-riding vision is to
become a national leader in the health care information business on the
Internet. We have many of the tools to accomplish this strategy, and where we
lack the necessary expertise, we expect to partner with organizations that will
facilitate our vision. A number of these partnerships are now functioning and
functioning well, some are still under discussion. We expect to begin to
announce our partners in the near future. As new businesses become operational,
it is our expectation and intention that current HRM shareholders will
participate in the expected expansion of shareholder value."
Looking Forward
1. Risk Business Unit Report
According to Luis Rosa, president of the Risk Business Unit, "our objectives
are to increase revenues, reduce our medical loss ratio and move our
administrative expenses to the lowest possible level. We have a good start, and
one of the reasons is that premium increases for OakTree Health Plan that became
effective in January 2000 appear to be adequately covering expected health plan
cost increases."
Efforts beginning in late 1999 and completed in January 2000 led to the
successful acquisition of
(more)
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HRM Transition Period
Page 6 of 14
HealthMATE, an approximately 17,000 voluntary member health plan serving the
Medicaid population in a six(6) county area in central Pennsylvania. The revenue
from this plan is expected to exceed $32,000,000 annually. Commenting further,
Rosa said: "We plan to expand into six(6) additional counties in the
Lehigh-Capital Zone, which currently has only 55,000 members enrolled in managed
care plans out of 170,000 eligible Medicaid members who will be required to join
a managed care plan in 2001. So we see a tremendous opportunity for growth.
"Premium increases for HealthMATE become effective in April 2000 and we believe
they will adequately cover expected health plan cost increases. We expect this
plan to provide operating profits to HRM's consolidated position immediately,
and we plan to incorporate operational efficiencies into HealthMATE that already
exist in our OakTree Health Plan."
The unit's 50 percent quota share agreement with an insurance company, which
produced financing to acquire the OakTree Health Plan in Philadelphia, has been
recaptured effective January 2000. HRM now has 100% ownership in OakTree Health
Plan's premiums. However, the Business Unit will be negotiating a new quota
share agreement relating to the HealthMATE Health Plan acquisition. This quota
share agreement is expected to be effective in the second quarter of calendar
year 2000.
2. In the Service Business Unit, Pamela Hursh, president, said: "We are in
the process of
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HRM Transition Period
Page 7 of 14
developing a business plan for an Application Service Provider (ASP) business of
HRM to enhance business to business services to health plans and to providers.
As a result of this consideration and planning effort, we may significantly
change our current operation's method and the software required to provide our
services. When we formally adopt a qualified business plan for this project, we
will be required to estimate future cash flows from the use of our current
software, which has a net book value of $8.7 million as of December 31, 1999.
This analysis could result in an impairment write down of the current software
in the near term."
During the transition period, the Service Business Unit initiated efforts to
increase customer loyalty through the use of long-term pricing incentives that
will make HRM's services an industry value leader. Key to the success of these
efforts will be large operational cost savings that are just now beginning to be
realized through the addition of processing technology.
A major component yet to go live, is a combination of Internet-based data and
sophisticated phone service, plus the internal integration of service expertise,
which will greatly reduce the number of points of contact for patients and
providers so that eventually there could be just a single point of contact for
all callers. According to Hursh, "This would markedly improve service and reduce
costs. Also, new call center technology using skills-based routing for incoming
phone calls has just now been installed and we expect it to improve employee
productivity, reduce training costs, serve the customer better and reduce
overall costs.
(more)
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HRM Transition Period
Page 8 of 14
"Moreover," Hursh continued, "new scanning and optical character recognition
technology for entering paper claims into our electronic claim adjudication
system has been installed and is expected to contribute significant savings to
our claim processing service, greatly increase claim accuracy and improve claim
turnaround time."
3. QualityFIRST(R) Business Unit Report
QualityFIRST Business Unit President Marlene Travis said, "During the six month
transition period, the QualityFIRST Business Unit concentrated on development of
plans and prototypes to make its QualityFIRST clinical decision support systems,
including its medical content, suitable and attractive for Internet
applications.
"The healthcare industry is in a state of polarization due to controversies over
clinical decisions made by health plans. Both providers and health plan members
show an increasing lack of trust in the health plan's motivation in making
health care decisions," Travis said. "In a bold step to address this
polarization, our new e-health business expects to `open the black box of
guidelines' for physicians and consumers. This means that health plans using
QualityFIRST scientific, evidence-based, decision support will be able to offer
their network providers and health plan members access to the same decision
support they use in making clinical decisions."
"We expect this offering to be very attractive to health plans as a way to
regain the trust of their network physicians and to regain the confidence of
their membership," Travis said.
(more)
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HRM Transition Period
Page 9 of 14
Continuing, Travis added: "I have assembled an advisory Board of 15 notable
senior executives in related businesses. This Board will convene in New York
April 12 for its first meeting to work on this business model. Recruitment of a
seasoned e-commerce CEO and other senior executives is underway; our business
plan has been completed; and efforts to secure external financing are underway.
"Also during the period," Travis said, "the business unit expanded its
co-sponsorship, with major medical schools across the U.S., of its
evidence-based curriculum to introduce the next generation of physicians to
evidence-based QualityFIRST interactive clinical decision support software. The
system is installed in some 50 medical school programs as well as a number of
residencies and continuing medical education programs, including the Partnership
for Quality Education (PQE), which is funded by the Robert Wood Johnson
Foundation.
Growth Strategy Leadership
In a statement in support of HRM's growth strategy, Dr. McIlroy announced: "The
future success of HRM is predicated on our ability to establish strong
partnerships and make acquisitions that help ensure long-term shareholder value.
And we need strong, dedicated full-time leadership to ensure continuing success.
To that end, I'm appointing Thomas Clark, current CFO, to the position of
Executive Vice President of Acquisitions and Business Development.
(more)
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HRM Transition Period
Page 10 of 14
Thomas has spearheaded numerous successful and profitable acquisitions,
contracts and joint ventures for the company, the most recent being the
HealthMATE acquisition. He is superbly qualified for this assignment. Mr. Clark
will begin his new duties immediately, but will continue as head of finance
until a successor is named."
HRM delivers evidence-based solutions to the managed care and indemnity
marketplaces. Solutions for managed care organizations that are at financial
risk include a suite of QualityFIRST evidence-based clinical decision support
and benchmarking systems for medical risk management. HRM also provides
outsourcing and risk sharing arrangements for health plans using HRM's
electronically integrated health plan management services. More than 10 million
health plan members benefit from QualityFIRST services. In addition, HRM
provides integrated health plan solutions for more than two million members of
CarePASS(R) USA - Your Passport to Healthsm , a nationwide managed indemnity
health plan. HRM also owns a Medicaid HMO in Pennsylvania that operates OakTree
Health Plan in Philadelphia and HealthMATE Health Plan in central Pennsylvania.
Forward looking statements in this news release reflected as expectations,
plans, anticipations, prospects or future estimates are subject to the risks and
the uncertainties present in the Company's business and the competitive health
care marketplace including, but not limited to clients and vendors commonly
experiencing mergers or acquisitions, use of estimates for incurred but not yet
reported claims including medical services payable, use of estimates of bonus
accruals including accounts receivable, reconciliations, volume fluctuations,
provider relations and contracting, participant enrollment fluctuations, changes
in member mix or utilization levels, fixed price contracts, contract disputes,
contract modifications, contract renewals and non-renewals, regulatory issues
and requirements, various business reasons for delaying contract closings, and
the operational challenges of matching case volume with optimum staffing, having
fully trained staff, having computer and telephonic supported operations, and
managing turnover of key employees and outsourced services to performance
standards. While occurrences of these risks, and others periodically detailed in
the Company's SEC reports, cannot be predicted exactly, such occurrences can be
expected to have an impact on HRM's anticipated level of revenue growth or
profitability.
NOTE TO EDITORS: All HRM releases are available at no charge through our news
on-call fax services and on the Internet. For a menu of HRM's recent releases or
to retrieve a specific release via fax, call 1-800-758-5804, extension 399650.
For further information about HRM, visit our website at www.hrmi.com.
(TABLES FOLLOW)
<PAGE>
HEALTH RISK MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Six Months Ended December 31,
1999 1998 (1) Change
-------------------------- -------------------------- -------------------------
(Unaudited)
Revenues: % (2) % (2)
----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Premiums - gross $ 78,659 74.7% $ 67,175 68.9% $ 11,484 17%
Ceding allowance 1,423 1.4% - 0.0% 1,423 -
Management service fees 22,622 22.4% 24,342 25.9% (1,720) -7%
QualityFIRST revenues 2,062 2.0% 2,033 2.2% 29 1%
Investment income 478 0.5% 417 0.4% 61 15%
------------- ----------- ------------- ---------- ------------ ---------
Total revenues 105,244 100.0% 93,967 100.0% 11,277 12%
Less ceded premiums (38,065) - (38,065) -
------------- ------------- ------------ ---------
Net revenues 67,179 93,967 (26,788) -29%
Operating expenses:
Medical costs, net 34,443 58,194 (23,751) -41%
Medical loss ratio (MLR) 84.8% 86.6%
Cost of services, net 27,997 41.7% 28,456 30.3% (459) -2%
Selling, marketing and
administration, net 5,931 8.8% 7,662 8.2% (1,731) -23%
Oxford transition costs - 0.0% 1,350 - (1,350) -100%
Interest expense 611 0.9% 374 0.4% 237 63%
------------- ----------- ------------- ---------- ------------ ---------
Total operating expenses 68,982 102.7% 96,036 102.2% (27,054) -28%
Income (loss) before income taxes (1,803) -2.7% (2,069) -2.2% 266 13%
Income taxes expense (benefit) (583) -0.9% (735) -0.8% 152 21%
------------- ----------- ------------- ---------- ------------ ---------
Net income (loss) $ (1,220) -1.8% $ (1,334) -1.4% $ 114 9%
============= ============= ============
Basic earnings per share:
Net income (loss) $ (0.26) $ (0.29)
============= =============
Diluted earnings per share:
Net income (loss) $ (0.26) $ (0.29)
============= =============
Weighted average shares:
Basic
4,640 4,599
Diluted
4,653 4,599
</TABLE>
(1) Certain items have been reclassified to conform with the December 31,
1999 presentation.
(2) Percentages for revenues are presented as percent of total revenues,
and percentages for operating expenses are presented as a percentage of
net revenue, except medical costs, which are presented as a percentage
of the component revenue (MLR).
<PAGE>
HEALTH RISK MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended December 31,
1999 1998 (1) Change
----------------------------- ------------------------------ --------------------------
Revenues: % (2) % (2)
----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Premiums - gross $ 38,585 76.4% $ 33,464 68.9% $ 5,121 15%
Ceding allowance 262 0.5% - 0.0% 262 -
Management service fees 10,407 22.4% 10,441 23.2% (34) 0%
QualityFIRST revenues 1,033 2.0% 945 2.1% 88 9%
Investment income 247 0.5% 168 0.4% 79 47%
---------------- ----------- ---------------- ------------ --------------- --------
Total revenues 50,534 100.0% 45,018 100.0% 5,516 12%
Less ceded premiums (19,058) - (19,058) -
---------------- ---------------- --------------- --------
Net revenues 31,476 45,018 (13,542) -30%
Operating expenses:
Medical costs, net 17,838 29,366 (11,528) -39%
Medical loss ratio (MLR) 91.4% 87.8%
Cost of services, net 13,785 43.8% 12,907 28.7% 878 7%
Selling, marketing and
administration, net 2,842 9.0% 3,705 8.2% (863) -23%
Oxford transition costs - 0.0% 920 - (920) -100%
Interest expense 304 1.0% 191 0.4% 113 59%
---------------- ----------- ---------------- ------------ --------------- --------
Total operating
expenses 34,769 110.5% 47,089 104.6% (12,320) -26%
Income (loss) before income
taxes (3,293) -10.5% (2,071) -4.6% (1,222) -59%
Income taxes expense (benefit) (1,160) -3.7% (760) -1.7% (400) -53%
---------------- ----------- ---------------- ------------ --------------- --------
Net income (loss) $ (2,133) -6.8% $ (1,311) -2.9% $ (822) -63%
================ ================ ===============
Basic earnings per share:
Net income (loss) $ (0.46) $ (0.28)
================ ================
Diluted earnings per share:
Net income (loss) $ (0.46) $ (0.27)
================ ================
Weighted average shares:
Basic
4,640 4,599
Diluted
4,640 4,682
</TABLE>
(1) Certain items have been reclassified to conform with the December 31,
1999 presentation.
(2) Percentages for revenues are presented as percent of total revenues,
and percentages for operating expenses are presented as a percentage of
net revenue, except medical costs, which are presented as a percentage
of the component revenue (MLR).
<PAGE>
HEALTH RISK MANAGEMENT, INC.
CONSOLIDATED CASH FLOW INFORMATION
<TABLE>
<CAPTION>
December 31, December 31,
(In thousands) 1999 1998
-------- --------
(Unaudited)
<S> <C> <C>
Net Income (loss) $ (1,220) $ (1,334)
Adjustments:
Depreciation and amortization 5,728 4,941
Provision for deferred income taxes (609) (741)
Changes in operating assets/liabilities, net
Accounts receivable 4,147 (5,686)
Other assets 774 (1,857)
Accounts payable (808) (143)
Medical services payable 1,291 2,242
Due to reinsurer (415) --
Accrued expenses (1,918) (1,259)
Unearned revenues (2,460) (1,458)
-------- --------
Net cash used in operating activities 4,510 (5,295)
Cash flow from investing activities:
Property and equipment, net (603) (4,858)
Capitalized software costs (3,146) (4,864)
Sale of investments 1,641 --
-------- --------
Net cash provided (used) in investing activities (2,108) (9,722)
Cash flows from financing activites:
Proceeds from notes payable 1,000 2,000
Principal payments on notes payable (1,890) (736)
Principal payments on capital leases (180) (321)
Issuance of common shares 16 186
-------- --------
Net cash used in financing activities (1,054) 1,129
Decrease in cash and cash equivalents 1,348 (13,888)
Cash and cash equivalents at beginning of period 9,229 20,624
-------- --------
Cash and cash equivalents at end of period $ 10,577 $ 6,736
======== ========
</TABLE>
<PAGE>
HEALTH RISK MANAGEMENT, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(in thousands) December 31, JUNE 30,
1999 1999
------- -------
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $10,577 $ 9,229
Accounts receivable, net 19,627 23,774
Deferred income taxes 700 1,440
Other current assets 1,448 2,263
------- -------
Total current assets 32,352 36,706
Fixed maturity investments at fair value 6,675 8,406
Computer software costs, net 26,180 26,736
Property and equipment, net 11,078 11,825
Other assets 4,552 4,896
------- -------
Total $80,837 $88,569
======= =======
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 3,084 $ 3,954
Medical services payable 22,506 21,215
Due to reinsurer 138 553
Accrued expenses 4,226 6,144
Unearned revenues 2,774 5,234
Current maturities of notes payable 6,825 7,865
Current maturities of capitalized equipment leases 380 252
------- -------
Total current liabilities 39,933 45,217
Deferred income taxes 1,479 2,828
Long-term portion of notes payable 3,295 3,145
Long-term portion of capitalized equipment leases 529 483
Surplus note payable 2,500 2,500
Shareholders' equity 33,101 34,396
------- -------
Total $80,837 $88,569
======= =======
</TABLE>
