<PAGE>
===============================================================================
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: March 31, 2000
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:
0-21428
OCCUPATIONAL HEALTH + REHABILITATION INC
(Exact name of registrant as specified in its charter)
DELAWARE 13-3464527
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
175 DERBY STREET, SUITE 36
HINGHAM, MASSACHUSETTS 02043
(Address of principal executive offices) (Zip code)
(781) 741-5175
(Registrant's telephone number, including area code)
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.
[X] YES [ ] NO
The number of shares outstanding of the registrant's Common Stock as of May
5, 2000 was 1,479,510.
===============================================================================
<PAGE>
OCCUPATIONAL HEALTH + REHABILITATION INC
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
TABLE OF CONTENTS
PART I --- FINANCIAL INFORMATION
PAGE NO.
--------
Item 1. Financial Statements
Consolidated Balance Sheets................................ 3
Consolidated Statements of Operations...................... 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................. 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk.... 12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.............................. 12
Signatures............................................................ 13
Exhibit Index......................................................... 14
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OCCUPATIONAL HEALTH + REHABILITATION INC
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 2000 1999
(Unaudited)
------------------ --------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 1,210 $ 1,512
Accounts receivable, net................................. 7,806 7,105
Prepaid expenses and other assets......................... 610 638
------------- -----------
Total current assets 9,626 9,255
Property and equipment, net................................... 2,322 2,383
Goodwill, net................................................. 5,277 5,346
Other assets.................................................. 169 176
------------- -----------
Total assets.............................................. $ 17,394 $ 17,160
============= ===========
LIABILITIES, REDEEMABLE STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable.......................................... $ 705 $ 748
Accrued expenses.......................................... 2,056 2,755
Accrued payroll........................................... 2,173 1,559
Restructuring liability................................... 347 536
Dividends payable......................................... 283 113
Current portion of long-term debt......................... 595 573
Current portion of obligations under capital leases....... 259 281
------------- -----------
Total current liabilities..................................... 6,418 6,565
Restructuring liability....................................... 329 358
Long-term debt, less current maturities....................... 3,345 2,586
Obligations under capital leases.............................. 262 320
------------- -----------
Total liabilities............................................. 10,354 9,829
Minority interest............................................. 1,162 1,291
Redeemable stock:
Redeemable, convertible preferred stock, Series A, $.001 8,474 8,470
par value ---
Stockholders' deficit:
Preferred stock, $.001 par value - 3,333,333 shares
authorized; none issued and outstanding.................
Common stock, $.001 par value -- 10,000,000 shares
authorized; 1,580,012 shares issued in 2000 and 1999;
and 1,479,510 shares outstanding in 2000 and 1999....... 1 1
Additional paid-in capital................................ 10,620 10,620
Accumulated deficit....................................... (12,717) (12,551)
Less treasury stock, at cost, 100,502 shares.............. (500) (500)
------------- -----------
Total stockholders' equity deficit........................ $ (2,596) $ (2,430)
------------- -----------
Total liabilities, redeemable stock and stockholders'
deficit................................................ $ 17,394 $ 17,160
============= ===========
</TABLE>
See Accompanying Notes
3
<PAGE>
OCCUPATIONAL HEALTH + REHABILITATION INC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share amounts and per share data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
2000 1999
---------- ----------
<S> <C> <C>
Revenue............................................... $ 9,041 $ 7,014
Expenses:
Operating........................................... 7,449 5,881
General and administrative.......................... 1,153 866
Depreciation and amortization....................... 254 234
---------- ----------
8,856 6,981
---------- ----------
185 33
Nonoperating gains (losses):
Interest income..................................... 6 19
Interest expense.................................... (91) (47)
Minority interest in net profit of subsidiaries..... (92) (147)
---------- ----------
Income/(loss) before income taxes..................... 8 (142)
Income taxes.......................................... -- --
---------- ----------
Net income (loss)..................................... $ 8 $ (142)
========== ==========
Net loss available to common shareholders............. $ (166) $ (146)
========== ==========
Per share amounts:
Net loss per common share - basic..................... $ (0.11) $ (0.10)
========== ==========
Weighted average common shares........................ 1,479,510 1,479,444
========== ==========
</TABLE>
See Accompanying Notes
4
<PAGE>
OCCUPATIONAL HEALTH + REHABILITATION INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
2000 1999
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss).................................................................... $ 8 $ (142)
Adjustments to reconcile net income (loss) to net cash used in operating activities
net of assets acquired through acquisitions or business combinations:
Depreciation....................................................................... 177 155
Amortization....................................................................... 77 79
Minority interest in net profit of subsidiaries.................................... 92 147
Changes in operating assets and liabilities:
Accounts receivable............................................................... (701) (961)
Prepaid expenses and other current assets......................................... 28 148
Notes receivable.................................................................. 57
Restructuring liability........................................................... (218) --
Accounts payable and accrued expenses
and other long-term liabilities.................................................. (37) 324
------ ------
Net cash used by operating activities................................................ (574) (193)
INVESTING ACTIVITIES:
Cash paid to joint venture partners relating to distributions........................ (221) (240)
Property and equipment additions..................................................... (66) (209)
Cash paid for acquisitions........................................................... (42) (463)
------ ------
Net cash used by investing activities................................................ (329) (912)
FINANCING ACTIVITIES:
Payments of long-term debt........................................................... (119) (62)
Payments on capital lease obligations................................................ (80) (49)
Proceeds from lines of credit and loans payable...................................... 800 729
------ ------
Net cash provided by financing activities............................................ 601 618
------ ------
Net decrease in cash and cash equivalents............................................ (302) (487)
Cash and cash equivalents at beginning of period..................................... 1,512 1,562
------ ------
Cash and cash equivalents at end of period........................................... $1,210 $1,075
====== ======
</TABLE>
See Accompanying Notes
5
<PAGE>
OCCUPATIONAL HEALTH + REHABILITATION INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, dollar amounts in thousands)
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Occupational
Health + Rehabilitation Inc (the "Company") have been prepared in accordance
with the instructions to Form 10-Q and Rule 10.01 of Regulation S-X pertaining
to interim financial information and disclosures required by generally accepted
accounting principles. The interim financial statements presented herein
reflect all adjustments (consisting of normal recurring adjustments) which, in
the opinion of management, are considered necessary for a fair presentation of
the Company's financial condition as of March 31, 2000 and results of
operations for the three months ended March 31, 2000 and 1999. The results of
operations for the three months ended March 31, 2000 are not necessarily
indicative of the results that may be expected for a full year.
2. NET INCOME (LOSS) PER COMMON SHARE
The Company calculates earnings per share in accordance with SFAS No. 128,
Earnings per Share, which requires disclosure of basic and diluted earnings per
share. Basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities while diluted earnings per share includes
such amounts.
3. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share (amounts in thousands, except share and per share data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------------------
2000 1999
--------------- -------------
<S> <C> <C>
LOSS
Net income (loss)............................................................. $ 8 $ (142)
Dividends accrued............................................................. (170) --
Accretion on preferred stock redemption value................................. (4) (4)
--------------- -------------
Loss available to common stockholders......................................... $ (166) $ (146)
=============== =============
SHARES
Total weighted average shares outstanding (basic and diluted)................. 1,479,510 1,479,444
=============== =============
Net loss available to common shareholders..................................... $ (0.11) $ (0.10)
=============== =============
</TABLE>
Notes: The effect of options, convertible preferred stock and a convertible note
payable is not considered as it would be antidilutive for the periods
presented.
4. JOINT VENTURES
During the first quarter of 2000, the Company entered into a joint venture
with SSM Healthcare System to own and operate six occupational health centers
in St. Louis, Missouri. The Company holds an 80% interest in the joint
venture. The Company also has a management contract with the joint venture for
an initial term of twenty years with automatic renewals for successive five-
year terms.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company is a leading provider of occupational health care services to
employers and their employees specializing in the prevention, treatment and
management of work related injuries and illnesses. The Company develops and
operates multidisciplinary, outpatient healthcare centers and contracts with
other health care providers to develop integrated occupational health care
delivery systems. The Company typically operates the centers under management
and submanagement agreements with professional corporations that practice
exclusively through such centers. Additionally, the Company has entered into
joint ventures with health systems to provide management and related services
to the centers and networks of providers established by the joint ventures.
The following table sets forth, for the periods indicated, the relative
percentages which certain items in the Company's consolidated statements of
operations bear to revenue. The following information should be read in
conjunction with the consolidated financial statements and notes thereto
included elsewhere in this report. Historical results and percentage
relationships are not necessarily indicative of the results that may be
expected for any future period.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------
2000 1999
------------ -----------
<S> <C> <C>
Revenue.......................................... 100% 100%
Operating expenses............................... (82) (84)
General and administrative expenses.............. (13) (12)
Depreciation and amortization expense............ (3) (3)
Interest expense................................. (1) (1)
Minority interest in net profit of subsidiaries.. (1) (2)
------------ -----------
Net loss......................................... 0% (2%)
============ ===========
</TABLE>
7
<PAGE>
RESULTS OF OPERATIONS (DOLLAR AMOUNTS IN THOUSANDS)
---------------------
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
------------------------------------------
Revenue
Revenue increased 29% to approximately $9,041 in the three months ended March
31, 2000 from approximately $7,014 in the three months ended March 31, 1999.
Of the approximately $2,027 increase in revenue in the three months ended March
31, 2000 and compared to the three months ended March 31, 1999, approximately
$1,969 related to centers acquired subsequent to March 31, 2000 and
approximately $790 related to additional volume at existing centers. These
increases were partially offset by the elimination of $732 of revenue generated
in the prior year by centers closed during the fourth quarter of 1999.
Operating, General, and Administrative Expenses
Operating expenses increased 27% to approximately $7,449 in the three months
ended March 31, 2000 from approximately $5,881 in the three months ended March
31, 1999. This increase was principally due to the acquisition and management
of additional centers. As a percentage of revenue, operating expenses declined
to 82% in the three months ended March 31, 2000 from 84% in the three months
ended March 31, 1999. The decrease primarily relates to the closure of several
underperforming centers in the fourth quarter of 1999. The centers, in the
aggregate, improved their profitability before general and administrative
expenses during the first quarter of 2000 with center operating profit rising
to 18% of revenue in 2000 from 16% in 1999.
General and administrative expenses increased 33% to approximately $1,153 in
the three months ended March 31, 2000 from $866 in the three months ended
March 31, 1999. The increase primarily resulted from adding resources in
information services, accounting, and medical oversight. As a percentage of
revenue, general and administrative expenses approximated 13% in the three
months ended March 31, 2000 compared to 12% in the three months ended March 31,
1999.
Depreciation and Amortization
Depreciation and amortization expense increased 9% to approximately $254 in
the three months ended March 31, 2000 from approximately $234 in the three
months ended March 31, 1999. The increase occurred primarily as a result of
additional growth through acquisitions as well as capital expenditures
principally for information systems infrastructure. As a percentage of
revenue, depreciation and amortization was 3% for both the three months ended
March 31, 2000 and 1999.
Minority Interest
Minority interest represents the share of profits of minority investors in
certain joint ventures with the Company. In the three months ended March 31,
2000, the minority interest in net profits of subsidiaries was $92 compared to
$147 in the three months ended March 31, 1999.
8
<PAGE>
Restructuring Charge
During the fourth quarter of 1999, the Company adopted, communicated and
implemented a restructuring plan to close certain centers that were either
outside of the Company's core occupational health focus or were deemed not
capable of achieving significant profitability due to specific market factors.
As a result of the restructuring plan and other actions, the Company recorded a
charge of $2,262 during the fourth quarter of 1999. Further, the restructuring
plan included the streamlining of certain other remaining operations and the
elimination or combining of various other positions within the Company. The
initial charge recognized and the status of the accrued liabilities is as
follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1999 MARCH 31, 2000
-------------------------------- -------------------
ENDING
INITIAL ACCRUAL
DESCRIPTION CHARGE PAYMENT ACCRUALS PAYMENT BALANCE
- ----------- ------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
ACCRUED LIABILITIES
Severance costs $ 151 $8 $143 $110 $ 33
Lease Abandonment Costs 683 -- 683 70 613
Miscellaneous 68 -- 68 38 30
---- ---- ----
$894 $218 $676
==== ==== ====
ASSET IMPAIRMENTS
Fixed Asset Writedowns and Disposals 319
Goodwill Impairment 340
Receivable Writedown 690
Miscellaneous 11
------
$2,262
======
</TABLE>
Seasonality
The Company is subject to the natural seasonal swing that impacts the various
employers and employees it serves. Although the Company hopes that as it
continues its growth and development efforts it may be able to anticipate the
effect of these swings and provide services aimed to ameliorate this impact,
there can be no assurance that it can completely alleviate the effects of
seasonality. Historically, the Company has noticed these impacts in portions
of the first and fourth quarters. Traditionally, revenues are lower during
these periods since patient visits decrease due to the occurrence of plant
closings, vacations, holidays, a reduction in new employee hiring and the
impact of severe weather conditions in the Northeast. These activities also
cause a decrease in drug and alcohol testing, medical monitoring services and
pre-employment examinations. The Company has also noticed similar impacts
during the summer months, but typically to a lesser degree than during the
first and fourth quarters.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company's funding requirements have been met through a
combination of issuances of capital stock, long-term debt and other
commitments, and the utilization of capital lease borrowings and loans to
finance equipment purchases. The Company has utilized its funds in its
expansion effort and for working capital. At March 31, 2000, the Company had
$3,208 in working capital, an increase of $518 from December 31, 1999. The
Company's principal sources of liquidity as of March 31, 2000 consisted of (i)
cash and cash equivalents aggregating approximately $1,210, (ii) current
accounts receivable of approximately $7,806, and (iii) combined debt credit
facility availability of $4,207.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (continued)
Net cash used by operating activities of the Company during the three months
ended March 31, 2000 was approximately $574 as compared to approximately $193
for the three months ended March 31, 1999. During these periods, the primary
uses of cash were the funding of working capital in centers in early stages of
development or centers that were recently acquired and the payment of
restructuring liabilities.
Net cash used by investing activities for the three months ended March 31,
2000 and 1999 was approximately $329 and $912, respectively. Amounts involved
in investing activities included the use of $66 and $209 for fixed asset
additions in the three months ended March 31, 2000 and 1999, respectively.
Fixed asset additions for the three months ended March 31, 2000 related
primarily to computer hardware and software.
For the three months ended March 31, 2000, the Company paid $42 relating to
earnouts on previously acquired businesses. Additionally, effective March 31,
2000, the Company entered into a joint venture with SSM Healthcare System to
own and operate six occupational health centers in St. Louis, Missouri. The
first installment payment on this purchase was paid during the second quarter
of 2000.
During the three months ended March 31, 2000, the Company also paid cash of
$221 relating to distributions to its joint venture partners as compared to
$240 for the prior year's quarter. Distributions of joint venture subsidiary
cash to the Company and its joint venture partners allow the Company access to
its share of the cash for general corporate purposes. The Company expects to
continue to make distributions depending upon the cash balances in the joint
venture cash accounts.
Net cash provided by financing activities was $601 and $618 for the three
months ended March 31, 2000 and 1999, respectively. The Company used funds of
approximately $199 and $111 in 2000 and 1999, respectively, for the payment of
long-term debt and other current obligations. For the three months ended March
31, 2000, the Company received proceeds from its line of credit of $800.
These funds were utilized to fund first quarter 2000 working capital needs.
For the quarter ended March 31, 1999, the Company received proceeds of $729
from its line of credit and a Master Lease Agreement in effect at the time.
The Company expects that its principal use of funds in the near future will
be in connection with acquisitions and the formation of joint venture entities
and provider networks, working capital requirements, debt repayments and
purchases of property and equipment and the payment of accrued dividends on the
Company's Series A Convertible Preferred Stock, when and if declared payable by
the Board of Directors. After November 5, 1999, such dividends accrue at an
annual cumulative rate of $0.48 per share, subject to certain adjustments.
During November 1997, the Company entered into a financing arrangement with
Fleet National Bank (f/k/a BankBoston, N.A.) whereby it had access to two
separate credit facilities. The first credit facility provides the Company the
ability to borrow $5,000 for working capital and acquisition needs. The second
facility provides the ability to borrow up to $2,000 to be utilized by the
Company's existing and future joint ventures (the "JV Line"). The borrowing
base for the JV Line is eighty-five percent (85%) of the joint ventures'
accounts receivable less than 120 days old. The credit facilities expire on
June 30, 2001 and are subject to loan covenants. The credit facilities had an
outstanding balance of $2,793 as of March 31, 2000.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (continued)
The Company expects that the cash received as a result of the previously
mentioned credit facilities and line, and cash generated from operations will
be adequate through June 30, 2001 to provide working capital, fund debt
repayments, to finance any necessary capital expenditures, and to fund the
above referenced dividend payments, if any, through June 30, 2001. However,
the Company believes that the level of financial resources available to it is
an important competitive factor and expects to seek refinancing opportunities,
as well as further financings during the 2000 fiscal year in anticipation of
the maturity of the credit facilities in 2001 and the Company's projected
future needs during subsequent fiscal years. The Company will also consider
raising additional equity capital on an on-going basis as market factors and
its needs suggest, since additional resources may be necessary to fund
acquisitions by the Company.
INFLATION
The Company does not believe that inflation had a significant impact on its
results of operations during the last three years. Further, inflation is not
expected to adversely affect the Company in the future unless it increases
substantially, and the Company is unable to pass through the increases in its
billings and collections.
IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS
Statements contained in this Quarterly Report on Form 10-Q, including in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, which statements are intended to be subject to the "safe-harbor"
provisions of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements are based on management's current expectations and
are subject to many risks and uncertainties, which could cause actual results
to differ materially from such statements. Such statements include statements
regarding the Company's objective to develop a comprehensive regional network
of occupational healthcare centers providing integrated services through multi-
disciplinary teams. In addition, when used in this report, the words
"anticipate," "plan," "believe," "estimate," "expect" and similar expressions
as they relate to the Company or its management, are intended to identify
forward-looking statements. Among the risks and uncertainties that may affect
the Company's actual results are locating and identifying suitable acquisition
candidates, the ability to consummate acquisitions on favorable terms, the
success of such acquisitions, if completed, the cost and delays inherent in
managing growth, the ability to attract and retain qualified professionals and
other employees to expand and complement the Company's services, the
availability of sufficient financing and the attractiveness of the Company's
capital stock to finance acquisitions and working capital needs, strategies
pursued by competitors, the restrictions imposed by government regulation,
changes in the industry resulting from changes in workers' compensation laws,
regulations and in the healthcare environment generally, and other risks
described in this Quarterly Report on Form 10-Q and the Company's other filings
with the Securities and Exchange Commission.
11
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
PART II - OTHER INFORMATION
---------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
27.01 Financial Data Schedule*
*Filed herewith
b. Reports on Form 8-K
None.
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.
OCCUPATIONAL HEALTH + REHABILITATION INC
By: /s/ John C. Garbarino
------------------------------------------------------
John C. Garbarino
President, Chief Executive Officer and Chief Financial Officer
By: /s/ Janice M. Goguen
---------------------------------------------------
Janice M. Goguen
Vice-President of Finance, Treasurer
Date: May 15, 2000
13
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------ -----------
27.1 Financial Data Schedule.
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-2000 DEC-31-1999
<PERIOD-START> JAN-01-2000 JAN-01-1999
<PERIOD-END> MAR-31-2000 MAR-31-1999
<CASH> 1,210 1,512
<SECURITIES> 0 0
<RECEIVABLES> 8,617 7,849
<ALLOWANCES> (811) (744)
<INVENTORY> 0 0
<CURRENT-ASSETS> 9,626 9,255
<PP&E> 4,180 4,255
<DEPRECIATION> (1,858) (1,872)
<TOTAL-ASSETS> 17,394 17,160
<CURRENT-LIABILITIES> 6,418 6,565
<BONDS> 0 0
8,474 8,470
0 0
<COMMON> 1 1
<OTHER-SE> (2,597) (2,431)
<TOTAL-LIABILITY-AND-EQUITY> 17,394 17,160
<SALES> 9,041 7,014
<TOTAL-REVENUES> 9,041 7,014
<CGS> 0 0
<TOTAL-COSTS> 8,856 6,981
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 91 47
<INCOME-PRETAX> 8 (142)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 8 (142)
<EPS-BASIC> (0.11) (0.10)
<EPS-DILUTED> (0.11) (0.10)
</TABLE>
