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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 1996
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number 001-13956
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PERSONNEL GROUP OF AMERICA, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE 56-1930691
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6302 FAIRVIEW ROAD, SUITE 201 CHARLOTTE, NORTH CAROLINA 28210
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(Address of principal executive offices) (Zip Code)
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(704) 442-5100
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(Registrant's telephone number including area code)
None
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(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.
[X] Yes [ ] No
As of April 30, 1996 there were outstanding 8,000,300 shares of common stock,
par value $.01 per share.
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PERSONNEL GROUP OF AMERICA, INC.
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements (unaudited)
Consolidated Statements of Income 1
Consolidated Balance Sheets 2
Consolidated Statements of Cash Flows 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
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PERSONNEL GROUP OF AMERICA, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
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<CAPTION>
THREE MONTHS ENDED
MARCH 31,
=======================
1996 1995
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Revenues:
Staffing services $ 38,252 $ 33,553
Health care services 28,621 25,959
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Total revenues 66,873 59,512
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Operating expenses:
Direct cost of services 48,851 42,804
Selling, general and administrative 13,071 13,097
Depreciation and amortization 880 946
License fees 1,480 828
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Total operating expenses 64,282 57,675
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Income before income taxes 2,591 1,837
Provision for income taxes 1,101 772
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Net income $ 1,490 $ 1,065
========== ==========
Net income per share $ 0.19 $ --
========== ==========
Proforma net income per share $ -- $ 0.13
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Weighted average number of shares
outstanding 8,000 8,000
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</TABLE>
See accompanying notes to consolidated financial statements.
1
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PERSONNEL GROUP OF AMERICA, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
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<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
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ASSETS
Current assets:
Cash and cash equivalents $ 2,900 $ 5,273
Accounts receivable, net of allowance for doubtful accounts
of $453 and $514 in 1996 and 1995, respectively 35,599 36,727
Prepaid expenses and other current assets 3,256 1,889
Deferred income taxes 3,437 3,347
----------- -----------
Total current assets 45,192 47,236
Property and equipment, net 4,206 3,602
Excess of cost over fair value of net assets acquired, net 60,315 50,091
Other intangibles, net 1,540 1,056
Other assets 671 638
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Total assets $ 111,924 $ 102,623
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 741 $ 222
Accrued liabilities 17,037 16,269
Income taxes payable 767 1,776
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Total current liabilities 18,545 18,267
Notes payable to bank 7,025 -
Other notes payable 575 -
Deferred income taxes 8,303 8,370
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Total liabilities 34,448 26,637
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Commitments and contingencies - -
Shareholders' equity:
Preferred stock, $.01 par value; shares authorized 5,000;
no shares issued and outstanding - -
Common stock $.01 par value; shares authorized 20,000;
8,000 shares issued and outstanding 80 80
Additional paid-in capital 73,559 73,559
Retained earnings 3,837 2,347
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Total shareholders' equity 77,476 75,986
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Total liabilities and shareholders' equity $ 111,924 $ 102,623
=========== ===========
</TABLE>
See accompanying notes to these consolidated financial statements.
2
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PERSONNEL GROUP OF AMERICA, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
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<CAPTION>
THREE MONTHS ENDED
MARCH 31,
===============================
1996 1995
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Cash flows from operating activities:
Net income $ 1,490 $ 1,064
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 880 946
Deferred tax benefit (157) (67)
Changes in assets and liabilities:
Accounts receivable 1,659 398
Prepaid expenses and other current assets (1,349) (570)
Accounts payable and accrued liabilities 1,287 2,154
Income taxes payable (1,009) -
Other (33) 48
------------- -------------
Net cash provided by operating activities 2,184 3,973
Cash flows used in investing activities:
Purchases of property and equipment, net (919) -
Acquisitions of subsidiaries, net of cash acquired (10,663) -
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Net cash used in investing activities (11,582) -
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Cash flows provided by (used in) financing activities:
Repayments of notes payable to bank (1,475) -
Borrowings of notes payable to bank 8,500 -
Distributions to Adia, net - (5,575)
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Net cash provided by (used in) financing activities 7,025 (5,575)
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Net decrease in cash and cash equivalents (2,373) (1,602)
Cash and cash equivalents at beginning of period 5,273 2,931
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Cash and cash equivalents at end of period $ 2,900 $ 1,329
============= =============
Supplemental disclosures of cash flow information:
Cash payments during the period for:
Income taxes $ (2,184) $ -
</TABLE>
See accompanying notes to consolidated financial statements.
3
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PERSONNEL GROUP OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) GENERAL
The unaudited consolidated financial statements included herein have been
prepared in accordance with the instructions to Form 10-Q and do not include
all the information and footnotes required by generally accepted accounting
principles; however, they do include all adjustments of a normal recurring
nature which, in the opinion of management, are necessary to present fairly the
results of operations of the Company for the interim periods presented. These
interim financial statements should be read in conjunction with the Company's
audited consolidated financial statements and related notes for the year ended
December 31, 1995 included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995. The results of operations for the interim
periods presented are not necessarily indicative of the results to be expected
for the entire year.
(2) ACQUISITIONS
In March 1996, the Company completed the acquisitions of Allegheny Personnel
Services in Pittsburgh, Pennsylvania and Profile Temporary Services in Chicago,
Illinois in transactions accounted for using the purchase method of accounting.
Accordingly, the assets and liabilities of the entities acquired were recorded
at their estimated fair values at the dates of the acquisitions. The excess
purchase price over the estimated fair value of the net assets acquired was
recorded and is being amortized on a straight-line basis over forty years.
These companies provide temporary clerical and administrative staffing services
and had combined revenues of approximately $23 million for the year ended
December 31, 1995. The results of operations contributed by the acquired
entities for the three-month period ended March 31,1996 were not material.
(3) CREDIT FACILITY
The Company has a three-year unsecured $30 million revolving line of credit
(the "Credit Facility") from a bank dated September 29, 1995, extendible for up
to two additional years. Borrowings of $7,025,000 were outstanding as of March
31, 1996. In addition, approximately $3.0 million of the Credit Facility has
been used for the issuance of undrawn letters of credit to secure the Company's
workers' compensation program. Borrowings under the Credit Facility bear
interest, payable quarterly, at a rate equal to LIBOR plus 0.75% or the
lender's base rate, as defined, at the Company's option. Interest expense for
the three months ended March 31, 1996 was not material. The Credit Facility
contains customary covenants such as the maintenance of certain financial
ratios and minimum net worth and working capital requirements and a restriction
on the payment of cash dividends on common stock.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
The following discussion and analysis should be read in conjunction with the
Company's unaudited consolidated financial statements and notes thereto
included elsewhere in this document. The Company's fiscal year ends on the
Sunday nearest to December 31 and the fiscal quarters end on the Sunday nearest
to the end of the respective calendar quarters. For presentation purposes,
fiscal periods are shown as ending on December 31 and March 31.
The Company provides personnel staffing services in selected markets throughout
the United States to businesses, professional and governmental organizations,
health care facilities, and individuals who require home health care and
related services. The Company operates within one industry segment, and is
organized into two divisions: the Staffing Services Division, which provides a
wide variety of staffing services, and the Health Care Services Division, which
through Company-operated, franchised and licensed offices, provides home health
care services and supplemental staffing for health care facilities. At March
31, 1996, the Staffing Services Division included 65 Company-operated offices
doing business under ten proprietary brands, and the Health Care Services
Division included 49 Company-operated, 37 franchised, and 12 licensed offices
doing business under the Nursefinders brand.
The Company reviews acquisition opportunities in the ordinary course of
business and completed, in March 1996, the acquisitions of Allegheny Personnel
Services ("Allegheny") in Pittsburgh, Pennsylvania, and Profile Temporary
Services ("Profile") in Chicago, Illinois. These companies are in the staffing
business and had combined revenues of approximately $23 million for the year
ended December 31, 1995.
The Company recognizes as revenues the amounts billed to clients of
Company-operated and licensed offices. In these cases, the temporary worker is
the Company's employee and all costs of employing the temporary worker are the
responsibility of the Company and are included in direct cost of services. The
Company remits monthly to licensees the gross profits of the licensed office
less 7% of gross revenues, uncollectible receivables and certain other expenses
of the licensed office. The Company also records a 5% royalty on gross
revenues of franchised offices.
The Company completed an underwritten public offering (the "Offering") in
September 1995. Prior to the Offering, the Company was an indirect wholly
owned subsidiary of Adia, S. A., a Swiss corporation ("Adia"). The Company was
organized by Adia to facilitate the Offering. As a result of the Offering, in
which Adia sold its entire ownership interest in the Company, the Company
became an independent public company. The Company did not receive any of the
proceeds of the sale of its shares by Adia in the Offering.
RESULTS OF OPERATIONS
The staffing business is subject to the seasonal impact of summer and holiday
employment trends. Typically the second six months of the calendar year is
more heavily affected as companies tend to increase their use of temporary
personnel during this period. While the staffing industry is cyclical, the
Company believes that the broad geographic coverage of its operations and the
diversity of the services it provides generally mitigates the adverse effects
of economic cycles in a single industry or geographic region.
REVENUES
Total revenues for the three months ended March 31, 1996, increased 12.4% to
$66.9 million from $59.5 million for the three months ended March 31, 1995.
Staffing Services Division
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revenue grew 14.0% primarily due to increases in billable hours and the average
billable hour rate as compared to the same period of the prior year. These
changes were primarily attributable to the improvement in economic conditions
experienced during 1995 that continued into 1996, which led to a higher demand
for the Company's services relative to the same period of the prior year. Also,
in March 1996 the Staffing Services Division completed the Allegheny and Profile
acquisitions, which provided $1.4 million of revenues after their respective
acquisition dates in the three-month period ended March 31, 1996. These
acquisitions also accounted for five of the seven offices added to the Company's
Staffing Services Division network during this period.
For the three-month period ended March 31, 1996, the Health Care Services
Division experienced a 10.3% increase in revenue (including franchise fees),
which was attributable to increases in home health care visits and billing
rates. During this period, the Health Care Services Division converted two
franchised offices to Company-operated offices, closed one Company-operated
office, converted two franchised offices to licensed offices and entered into a
new franchise agreement covering one office. This led to a net increase of one
Company-operated office and two licensed offices and a decrease of three
franchised offices over the same period of the prior year.
DIRECT COST OF SERVICES
Direct costs, consisting of payroll and related expenses of temporary workers,
increased 14.1% to $48.9 million for the three months ended March 31, 1996, from
$42.8 million for the three months ended March 31, 1995, primarily due to
increases in revenues during the period. Direct costs of services as a
percentage of revenues increased to 73.1% during the three months ended March
31, 1996, from 71.9% during the same period of the prior year. This increase
reflects the reclassification of certain non-billable administrative costs
related to the Medicare program as direct costs of patient services in 1996. On
a combined basis, direct cost of services and selling, general and
administrative expenses as a percentage of revenues decreased to 92.6% for the
three months ended March 31, 1996 from 93.9% for the same period of the prior
year.
OTHER OPERATING EXPENSES
Other operating expenses, consisting of selling, general and administrative
expenses, depreciation and amortization expenses and license fees, increased
3.8% to $15.4 million for the three months ended March 31, 1996, from $14.9
million for the three months ended March 31, 1995. As a percentage of
revenues, selling, general and administrative expenses decreased to 19.5% for
the three months ended March 31, 1996, from 22.0% for the same period of the
prior year due primarily to the treatment of the non-billable administrative
cost related to the Medicare program as direct cost as discussed above.
Depreciation and amortization expense recognized during the three months ended
March 31, 1996, decreased to 1.3% of revenues from 1.6% for the same period of
the prior year due to the completion of the amortization of certain intangible
assets early in 1995 and increased revenues. License fees increased $0.7
million due both to increased fees from existing offices and from fees relating
to four converted or added licensed offices since March 31, 1995.
INCOME TAX EXPENSE
For the three months ended March 31, 1996, the effective tax rate increased to
42.5% from 42.0% for the comparable period of the prior year. The current
effective tax rate reflects the Company's estimate of its annual tax provision
relative to pre-tax income generated for the
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current quarter. Due to the acquisitions consummated in the first quarter of
1996, nondeductible amortization expense is expected to increase.
NET INCOME
Net income increased 40.0% to $1.5 million, or 2.2% of revenue, for the three
months ended March 31, 1996, from $1.1 million, or 1.8% of revenue, for the
three months ended March 31, 1995, due to the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal uses of cash are to finance receivables and to fund
capital expenditures and acquisitions. The Company pays wages to its employees
on a weekly basis and, in the Health Care Services Division, makes payments to
vendors under its SingleSource program on a monthly basis. However, receivables
for the Staffing Services Division and the Health Care Services Division remain
outstanding an average of 38 and 56 days, respectively, after billing. Health
care receivables are generally paid by insurance companies and governmental
agencies and therefore tend to be outstanding longer than commercial
receivables. In the aggregate, days sales outstanding as of March 31, 1996 were
46 compared to 50 as of March 31, 1995. This reduction was due primarily to
improvements in the collection time for commercial receivables.
Cash flows from operating activities decreased to $2.2 million for the three
months ended March 31, 1996, from $4.0 million for the same period in 1995. The
decrease in cash flows from operating activities resulted from a decrease in
working capital that offset an increase in earnings before depreciation and
amortization. Cash used for investing activities totaled $11.6 million for the
three months ended March 31, 1996, substantially all of which related to the
acquisitions of Profile and Allegheny completed in March 1996. Cash flows from
financing activities during the same period totaled $7.0 million, representing
the net increase in outstandings under the Company's Credit Facility (as defined
below), which were used to fund a portion of the acquisition costs for the
Profile and Allegheny acquisitions. During the three-month period ended March
31, 1995, the Company made net distributions to its former parent company of
$5.6 million. No such distributions are required subsequent to September
29, 1995, when the Offering was completed.
The Company has a three-year unsecured $30 million revolving line of credit (the
"Credit Facility") from a bank extendible for up to two additional years. The
Company borrowed approximately $8.5 million under the Credit Facility to finance
the Profile and Allegheny acquisitions, as noted above. Additionally, $2.8
million of the Credit Facility has been used for the issuance of undrawn letters
of credit to secure the Company's workers' compensation program. Borrowings
under the Credit Facility bear interest, payable quarterly, at a rate equal to
LIBOR plus 0.75% or the lender's base rate, at the Company's option. The Credit
Facility contains customary covenants such as the maintenance of certain
financial ratios and minimum net worth and working capital requirements, and a
restriction on the payment of cash dividends on common stock. In addition, the
Credit Facility limits the availability for acquisition related purposes and
further limits the aggregate purchase price of permitted acquisitions during a
fiscal year. The Company is currently negotiating with the bank to amend the
Credit Facility to allow the Company to borrow the full amount for acquisitions
and increase the aggregate purchase price for the Company's acquisitions in a
fiscal year. In addition, the Company is having discussions with the bank to
replace the existing line with a significantly larger facility.
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The Company intends to seek additional capital as needed to fund acquisitions
through one or more funding sources that may include borrowings under the
Credit Facility or offerings of debt or equity securities of the Company. Cash
flow from operations, to the extent available, may also be used to fund a
portion of these acquisitions.
During the remainder of 1996, the Company expects to open six branches in
addition to the two branches opened during the three months ended March 31,
1996. Start-up costs related to the opening of new branches vary but are
expected to approximate $100,000 per branch. Costs for furniture, fixtures and
equipment are capitalized and depreciated, and other start-up costs are expensed
as incurred. New Company-operated and licensed offices also impose additional
working capital requirements on the Company.
The Company continues to purchase certain services from its former parent,
primarily related to branch operating and paybill functions. In December 1995,
the Company purchased an accounting and financial information system, the
installation of which was essentially complete by March 31, 1996. Consequently,
most of the administrative functions previously provided by the former parent
are now being provided in-house. In addition, the Company has entered into an
agreement with a separate company for branch operating and paybill systems. The
branch operating system integrates the results of the Company's skills testing
with personal attributes and work history and automatically matches available
candidates with customer requirements. The paybill processing system provides
payroll processing and customer invoicing. The system will enhance the
QuestPLUS system that is now utilized. Installation of the branch operating and
billing systems will begin in the second quarter of 1996 and is expected to be
completed by the end of 1997. The Company expects that its capital expenditures
related to these two projects will aggregate approximately $2.5 million during
1996 and 1997. During the three months ended March 31, 1996, the Company had
capital expenditures of $.4 million relating to these projects.
The Company anticipates that cash flow from operations, the current borrowing
capacity under the Credit Facility and other available financing alternatives,
including the possible amendment or replacement of the Credit Facility, will be
adequate to meet its presently anticipated needs for working capital, capital
expenditures and acquisitions. No assurance can be given that the Credit
Facility will be amended or replaced or that alternative sources of capital will
be available on acceptable terms to permit the Company to finance future
acquisitions.
INFLATION
The effects of inflation on the Company's operations were not significant
during the three months ended March 31, 1996, and 1995.
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PART II - OTHER INFORMATION
ITEM 6. - Exhibits and reports on Form 8-K
(a) Exhibits - The exhibits, which are filed with this form 10-Q are set
forth in the Exhibit Index, which immediately precedes the exhibits to this
report.
(b) Reports on Form 8-K
One report on Form 8-K was filed during the quarter for which this report is
filed:
1. On February 20, 1996, the Company filed a report on Form 8-K (the "Report")
reporting that on February 6, 1996, the Company's Board of Directors declared a
dividend of one preferred share purchase right (a "Right") for each outstanding
share of its Common stock, par value $0.01 per share. The Rights are described
more fully in the Report.
9
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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.
PERSONNEL GROUP OF AMERICA, INC.
(Registrant)
Date: May 13, 1996 By: /s/ EDWARD P. DRUDGE, Jr.
-------------------------------
Edward P. Drudge Jr.
Chief Executive Officer
Date: May 13, 1996 By: /s/ MICHAEL P. BERNARD
-------------------------------
Michael P. Bernard
Chief Financial Officer and
Treasurer
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EXHIBIT INDEX
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FILED HEREWITH
(*), OR
INCORPORATED BY
REFERENCE FROM
PREVIOUS COMPANY REG. NO.
EXHIBIT EXHIBIT OR
NUMBER DESCRIPTION NUMBER REPORT
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Amended and Restated Certificate 3.1 33-95228
3.1 of Incorporation of the Company
3.2 Amended and Restated Bylaws of the 3.2 33-95228
Company
4.0 Specimen Stock Certificate 4.0 33-95228
4.1 Rights Agreement between the 1 0-27792
Company and The First National
Bank of Boston
10.1 1995 Equity Participation Plan 10.1 10-Q for quarter
ended 9/30/95
10.2 Management Incentive Compensation 10.2 10-Q for quarter
Plan ended 9/30/95
10.3# Director and Officer 10.3 10-K for year ended
Indemnification Agreement of James 12/31/95
V. Napier
10.4 License Agreement between Adia 10.4 10-Q for quarter
Services, Inc., a California ended 9/30/95
corporation ("Adia California")
and StaffPLUS, Inc.
10.5 License Agreement between Adia 10.5 10-Q for quarter
Services, Inc., a Delaware ended 9/30/95
corporation ("Adia Delaware") and
Nursefinders, Inc.
10.6 Administrative Services Agreement 10.6 10-Q for quarter
between the Company and Adia ended 9/30/95
California
10.7 Paybill Services Agreement between 10.7 10-Q for quarter
the Company and Adia California ended 9/30/95
10.8 Software License Agreement between 10.8 10-Q for quarter
the Company and Adia California ended 9/30/95
10.9 Employment Agreement between the 10.9 10-Q for quarter
Company and Edward P. Drudge, Jr. ended 9/30/95
10.10 Employment Agreement between the 10.10 10-Q for quarter
Company and Michael P. Bernard ended 9/30/95
10.11 Employment Agreement between Adia 10.13 33-95228
Delaware, PFI Corp. and Richard L.
Peranton
10.12 Employment Agreement between Adia 10.14 33-95228
California and Gene C. Wilson
10.13 Employment Agreement between the 10.13 10-K for year ended
Company and Rosemary Payne-Harris 12/31/95
</TABLE>
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<TABLE>
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FILED HEREWITH
(*), OR
INCORPORATED BY
REFERENCE FROM
PREVIOUS COMPANY REG. NO.
EXHIBIT EXHIBIT OR
NUMBER DESCRIPTION NUMBER REPORT
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10.14 Indemnification Agreement between 10.14 10-Q for quarter
the Company, Adia Delaware and ended 9/30/95
Adia California
10.15 Tax-Sharing Agreement between the 10.15 10-Q for quarter
Company, Adia Delaware and Adia ended 9/30/95
California
10.16 Non-Qualified Profit-Sharing Plan 10.16 10-K for year ended
12/31/95
10.17 Revolving Credit Facility Loan 10.17 10-Q for quarter
Agreement between the Company and ended 9/30/95
NationsBank of Texas, N.A.
27.00 Financial Data Schedule (for SEC *
purposes only)
</TABLE>
# This Exhibit is substantially identical to Director and Officer
Indemnification Agreements of the same date between the Company and the
following individuals: Edward P. Drudge, Jr., Richard L. Peranton, Gene C.
Wilson, Rosemary Payne-Harris, Michael P. Bernard, Kevin P. Egan, J. Roger
King, Joyce G. Mazero and William Simione, Jr.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 2,900
<SECURITIES> 0
<RECEIVABLES> 36,052
<ALLOWANCES> (453)
<INVENTORY> 0
<CURRENT-ASSETS> 45,192
<PP&E> 10,625
<DEPRECIATION> 6,419
<TOTAL-ASSETS> 111,924
<CURRENT-LIABILITIES> 18,545
<BONDS> 7,600
0
0
<COMMON> 80
<OTHER-SE> 77,396
<TOTAL-LIABILITY-AND-EQUITY> 111,924
<SALES> 66,873
<TOTAL-REVENUES> 66,873
<CGS> 48,851
<TOTAL-COSTS> 50,331
<OTHER-EXPENSES> 880
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,591
<INCOME-TAX> 1,101
<INCOME-CONTINUING> 1,101
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,101
<EPS-PRIMARY> .19
<EPS-DILUTED> 0
</TABLE>
