<PAGE>
UNITED STATES
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 December 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 ________
Commission File Number 0-21447
ADVANCE PARADIGM, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2493381
(State of Incorporation) (IRS Employer Identification Number)
545 E. John Carpenter Freeway, Suite 1900, Irving, Texas 75062
(Address of principal executive offices) (ZIP Code)
(972) 830-6199
(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.
YES X NO
--- ---
Common stock, $.01 par value: 7,800,817
outstanding as of February 13, 1997
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ADVANCE PARADIGM, INC.
INDEX TO QUARTERLY REPORT FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
A. Condensed Consolidated Balance Sheets as of
December 31, 1996 and March 31, 1996 2
B. Condensed Consolidated Statements of Operations
for the Three Months and Nine Months Ended
December 31, 1996 and 1995 3
C. Condensed Consolidated Statements of Cash
Flows for the Nine Months Ended December 31,
1996 and 1995 4
D. Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION 10
SIGNATURES 11
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<TABLE>
ADVANCE PARADIGM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, 1996 Dec. 31,1996
-------------- ------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $16,457,000 $39,313,000
Accounts receivable, net of allowance for doubtful accounts of
$130,000 and $136,000, respectively 23,078,000 38,448,000
Inventories 1,598,000 1,970,000
Prepaid expenses and other 449,000 498,000
----------- -----------
Total current assets 41,582,000 80,229,000
PROPERTY AND EQUIPMENT, net of accumulated depreciation
and amortization of $1,935,000 and $2,923,000, respectively 4,080,000 5,316,000
INTANGIBLE ASSETS, net of accumulated amortization of
$808,000 and $1,068,000, respectively 13,045,000 12,786,000
OTHER ASSETS, net of accumulated amortization of $49,000
and $0, respectively 198,000 189,000
----------- -----------
Total assets $58,905,000 $98,520,000
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $39,000,000 $52,593,000
Accrued salaries and benefits 1,283,000 1,548,000
Deferred income taxes payable ---- 832,000
Other accrued expenses 934,000 1,552,000
Current portion of other noncurrent liabilities 49,000 4,000
----------- -----------
Total current liabilities 41,266,000 56,529,000
NONCURRENT LIABILITIES:
Long-term debt to related parties 7,000,000 ----
Other noncurrent liabilities, less current portion 241,000 340,000
----------- -----------
Total liabilities 48,507,000 56,869,000
----------- -----------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED STOCK:
Series A cumulative convertible preferred stock, $.01 par
value, 10,000 and 0 shares authorized, respectively; 10,000
shares issued and outstanding with aggregate liquidation
preference of $11,959,000 at March 31, 1996 11,896,000 ----
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT):
Series B preferred stock, $.01 par value; 5,000 shares
authorized, 0 and 4,444 shares issued and
outstanding, respectively ---- ----
Common stock, $.01 par value; 7,500,000 and 25,000,000
shares authorized, respectively; 3,130,500 and 7,800,817
shares issued and outstanding, respectively ---- 78,000
Additional paid-in capital 1,518,000 43,049,000
Accumulated deficit (3,016,000) (1,476,000)
----------- -----------
Total stockholders' equity (deficit) (1,498,000) 41,651,000
----------- -----------
Total liabilities and stockholders' equity (deficit) $58,905,000 $98,520,000
----------- -----------
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</TABLE>
See accompanying notes to financial statements.
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ADVANCE PARADIGM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
Three Months Ended December 31, Nine Months Ended December 31,
------------------------------- ------------------------------
1995 1996 1995 1996
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Revenues $33,370,000 $70,025,000 $88,020,000 $177,854,000
----------- ----------- ----------- ------------
Cost of operations:
Cost of revenues 31,283,000 67,186,000 82,802,000 170,180,000
Selling, general, and
administrative expenses 1,516,000 1,890,000 4,440,000 5,386,000
----------- ----------- ----------- ------------
Total cost of operations 32,799,000 69,076,000 87,242,000 175,566,000
----------- ----------- ----------- ------------
Operating income 571,000 949,000 778,000 2,288,000
Interest income 97,000 488,000 182,000 993,000
Interest expense (180,000) (21,000) (538,000) (379,000)
----------- ----------- ----------- ------------
Income before income taxes 488,000 1,416,000 422,000 2,902,000
Provision for income taxes ---- 538,000 ---- 849,000
----------- ----------- ----------- ------------
Net income $ 488,000 $ 878,000 $ 422,000 $ 2,053,000
----------- ----------- ----------- ------------
----------- ----------- ----------- ------------
Pro forma net income per share $ 0.09 $ 0.29
----------- ------------
----------- ------------
Pro forma weighted average
shares outstanding 9,468,319 8,217,481
----------- ------------
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</TABLE>
See accompanying notes to financial statements.
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ADVANCE PARADIGM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
Nine Months Ended December 31,
------------------------------
1995 1996
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 422,000 $ 2,053,000
Adjustments to reconcile net income to
net cash provided by operating activities -
Depreciation and amortization 950,000 1,249,000
Provision for doubtful accounts 21,000 6,000
Change in certain assets and liabilities -
(Increase) decrease in accounts receivable (7,731,000) (15,376,000)
(Increase) decrease in inventories (908,000) (372,000)
(Increase) decrease in prepaid expenses
and other assets (119,000) (42,000)
Increase in accounts payable, accrued expenses
and other noncurrent liabilities 18,324,000 15,302,000
----------- ------------
Net cash provided by operating activities 10,959,000 2,820,000
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (810,000) (2,224,000)
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of preferred stock ----- 10,000,000
Net proceeds from issuance of Common Stock 18,000 19,304,000
Net payments on long-term obligations (33,000) (7,044,000)
----------- ------------
Net cash provided by (used in) financing activities (15,000) 22,260,000
----------- ------------
INCREASE IN CASH 10,134,000 22,856,000
CASH AND CASH EQUIVALENTS, beginning of period 2,625,000 16,457,000
----------- ------------
CASH AND CASH EQUIVALENTS, end of period $12,759,000 $ 39,313,000
----------- ------------
----------- ------------
</TABLE>
See accompanying notes to financial statements.
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ADVANCE PARADIGM, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements have
been prepared by the Company in accordance with generally accepted accounting
principles for interim financial information and substantially in the form
prescribed by the Securities and Exchange Commission (the "Commission") in
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 the
Company's management, the December 31, 1996 and 1995 unaudited interim financial
statements include all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of results for this interim period. In the
opinion of the Company's management, the disclosures contained in this Form 10-Q
are adequate to make the information presented not misleading when read in
conjunction with the Notes to Consolidated Financial Statements included in the
Company's Form S-1 filed with the Commission on October 8, 1996. The results of
operations for the three month and nine month periods ended December 31, 1996
are not necessarily indicative of the results to be expected for the full year
or for any future period.
2. STOCK TRANSACTIONS
On October 7, 1996, the Company amended and restated its Certificate of
Incorporation to, among other things, increase the number of authorized shares
of its $.01 par value common stock ("Common Stock") to 25,000,000 and the number
of shares of its preferred stock to 5,000,000, 5,000 shares of which are
designated as Series B preferred stock ("Series B Preferred Stock"). On October
8, 1996, the Company effected a 250-for-one stock split of the Company's Common
Stock. Accordingly, all share and per share amounts have been adjusted to
reflect the stock split as though it had occurred at the beginning of the
initial period presented.
On October 8, 1996 the Company completed an initial public offering (the
"Offering") of its Common Stock. On November 7, 1996 the Underwriters exercised
the over-allotment option of the Offering. Including the over-allotment option,
the Company sold 2,397,067 shares of its Common Stock at a price of $9.00 per
share, prior to underwriting discount and other offering expenses. In connection
with the Offering, the Company's redeemable Series A preferred stock ("Series A
Preferred Stock") automatically converted into 2,500,000 shares of Common Stock.
Immediately prior to the consummation of the Offering, Advance Health Care,
Inc. ("AHC") was merged with and into the Company (the "Merger"). Such Merger
was consummated as a means of simplifying the corporate structure of the Company
and was intended to qualify as a tax free reorganization. Prior to the Merger,
AHC held 3,125,000 shares of the Company's Common Stock. In connection with the
Merger, the AHC incentive stock option plan was merged with the Company's
Incentive Stock Option Plan, and holders of options under the AHC incentive
stock option plan received options to purchase Common Stock under the Company's
Incentive Stock Option Plan. In the Merger, the Company canceled the shares held
by AHC and issued shares of Common Stock directly to the AHC stockholders (the
"AHC Stockholders") based upon their fully-
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diluted proportionate ownership interests in AHC after giving consideration
to the new shares of AHC to be issued in repayment of debt as indicated
below. After the Merger, there were 2,903,750 shares of Common Stock
outstanding and 229,750 additional options outstanding at exercise prices
ranging from $0.67 to $2.71 per share. Immediately prior to the Merger, AHC
distributed the stock of certain subsidiaries of AHC, operating in businesses
unrelated to the Company, to the AHC Stockholders. Prior to such spin-off,
certain indebtedness owed by AHC to several of its stockholders (including
certain indebtedness of AHC payable to an affiliate of a preferred
stockholder of the Company which was assumed by an AHC stockholder) was
exchanged for additional shares of AHC common stock. The spin-off and
exchange of indebtedness did not impact the number of shares of the Company's
Common Stock outstanding.
The Common Stock outstanding as of February 13, 1997 resulted from the
following transactions:
Shares outstanding after the Merger 2,903,750
Shares sold in the offering 2,397,067
Shares issued from the conversion of Series A Preferred Stock 2,500,000
---------
7,800,817
---------
---------
3. PRO FORMA NET INCOME PER SHARE
Pro forma net income per share gives effect to (i) the conversion of the
Series A Preferred Stock to Common Stock, (ii) the issuance of 836,320 shares of
Common Stock in the Offering, the net proceeds of which were used to retire the
$7.0 million note payable to Whitney Subordinated Debt Fund, L.P. ("Whitney
Note"), (iii) a reduction of interest expense by the amount of interest on the
$7.0 million note payable and (iv) the impact to shares and options outstanding
of the merger of AHC into the Company (see Note 2). Pro forma net income per
share is computed using the weighted average number of common and common
equivalent shares outstanding during the period which include stock options and
warrants. As required by the Commission rules, all warrants, options, and shares
issued during the year immediately preceding the Offering are assumed to be
outstanding for purposes of calculating pro forma net income per share. The
primary and fully diluted per share amounts were the same since the effect of
potentially dilutive securities was anti-dilutive.
4. INCOME TAXES
In the three months ended December 31, 1996, the Company recorded a
provision for income taxes of $538,000. As of March 31, 1996 the Company had net
operating loss carryforwards for both financial reporting and federal income tax
purposes. The Company has recorded a tax provision based upon management's
estimate of income, after utilization of net operating losses, for the year
ended March 31, 1997.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following table sets forth certain consolidated financial data of the
Company, for the periods indicated, as a percentage of revenues.
Three Months Nine Months
Ended Dec. 31, Ended Dec. 31,
---------------- ----------------
1995 1996 1995 1996
----- ------ ------ ------
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of operations:
Cost of revenues 93.8 95.9 94.1 95.7
Selling, general and administrative
expenses 4.5 2.7 5.0 3.0
----- ----- ----- -----
Total cost of operations 98.3 98.6 99.1 98.7
----- ----- ----- -----
Operating income 1.7 1.4 .9 1.3
Interest income (expense) (.2) .6 (.4) .3
----- ----- ----- -----
Net income (loss) before taxes 1.5% 2.0% .5% 1.6%
----- ----- ----- -----
----- ----- ----- -----
THREE MONTHS ENDED DECEMBER 31, 1996 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
1995
REVENUES. Revenues for the three months ended December 31, 1996 increased
$36.7 million, or 110%, compared to revenues for the three months ended December
31, 1995. Approximately 82% of the increase in revenues was attributable to a
154% increase in the number of pharmacy claims processed during the period.
Approximately 12% of the increase was attributable to additional sales of the
Company's mail pharmacy services, resulting from a 25% increase in the number of
mail prescriptions dispensed. Approximately 6% of the increase in revenues
resulted from an increase in clinical services revenues derived from formulary
and disease management services.
COST OF REVENUES. Cost of revenues for the three months ended December 31,
1996 increased by $35.9 million, or 115%, compared to the same period in 1995.
This increase was attributable primarily to the expanded volume in the Company's
mail pharmacy and the additional costs associated with the Company's claims
processing growth. As a percentage of revenues, cost of revenues increased from
94% in the three months ended December 31, 1995 to 96% in the three months ended
December 31, 1996. This increase resulted primarily from the increase in the
Company's claims processing revenues generated by new customers utilizing the
Company's pharmacy network. In cases in which the Company has an independent
obligation to pay its network pharmacy providers, the Company includes payments
from its plan sponsors for these benefits as revenues and payments to its
pharmacy providers as cost of revenues, thereby increasing revenues and cost of
revenues by the same amount.
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expense for the three months ended December 31, 1996 increased by
$374,000, or 25%, compared to the same period in 1995. This increase was the
result of the Company's expansion of its administrative and support staff levels
and salaries and benefits in response to volume growth in all services. In spite
of the increase, selling, general and administrative expenses as a percentage of
revenues decreased from 5% for the three months ended December 31, 1995 to 3% in
the same period in 1996 as the result of greater economies of scale and due to
the increase in revenues associated with the Company's claims processing
services. Additional revenues generated by clients utilizing the Company's
network pharmacy providers do not result in an increase in selling, general and
administrative expenses.
INTEREST INCOME AND INTEREST EXPENSE. Interest income, net of interest
expense, for the three months ended December 31, 1996 increased $550,000
compared to the same period in 1995. The increase resulted from cash management
programs which utilized the Company's short-term excess cash to generate
interest income through investment in money market funds. In addition, the
Company's cash balance in the three months ended December 31, 1996 included the
$10.0 million proceeds from the June 1996 issuance of its Series B Preferred
Stock and the $19.3 million proceeds from the October 1996 Offering. A portion
of the proceeds were used to retire the Whitney Note and as a result interest
expense decreased $157,000.
INCOME TAXES. The Company had income tax loss carryforwards available to
offset income generated for the three months ended December 31, 1995, and as a
result, incurred no federal income tax expense. For the three months ended
December 31, 1996 the Company recorded income tax expense of $538,000 in
anticipation of fully utilizing its net operating loss carryforwards during its
fiscal year ended March 31, 1997.
NINE MONTHS ENDED DECEMBER 31, 1996 COMPARED TO NINE MONTHS ENDED DECEMBER 31,
1995
REVENUES. Revenues for the nine months ended December 31, 1996 increased
$89.8 million, or 102%, compared to revenues for the nine months ended December
31, 1995. Approximately 76% of the increase in revenues was attributable to a
275% increase in the number of pharmacy claims processed during the period.
Approximately 16% of the increase was attributable to additional sales of the
Company's mail pharmacy services, resulting from a 35% increase in the number of
mail prescriptions dispensed. Approximately 8% of the increase in revenues
resulted from an increase in clinical services revenues derived from formulary
and disease management services.
COST OF REVENUES. Cost of revenues for the nine months ended December 31,
1996 increased by $87.4 million, or 106%, compared to the same period in 1995.
This increase was attributable primarily to the expanded volume in the Company's
mail pharmacy and the additional costs associated with the Company's claims
processing growth. As a percentage of revenues, cost of revenues increased from
94% in the nine months ended December 31, 1995 to 96% in the nine months ended
December 31, 1996. This increase resulted primarily from the increase in the
Company's claims processing revenues generated by new customers utilizing the
Company's pharmacy network. In cases in which the Company has an independent
obligation to pay its network pharmacy providers, the Company includes payments
from its plan sponsors for these benefits as revenues and payments to its
pharmacy providers as cost of revenues, thereby increasing revenues and cost of
revenues by the same amount.
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expense for the nine months ended December 31, 1996 increased by
$946,000, or 21%, compared to the same period in 1995. This increase was the
result of the Company's expansion of its administrative and support staff levels
and salaries and benefits in response to volume growth in all services. In
spite of the increase, selling, general and administrative expenses as a
percentage of revenues decreased from 5% for the nine months ended December 31,
1995 to 3% in the same period in 1996 as the result of greater economies of
scale and due to the increase in revenues associated with the Company's claims
processing services. Additional revenues generated by clients utilizing the
Company's network pharmacy providers do not result in an increase in selling,
general and administrative expenses.
INTEREST INCOME AND INTEREST EXPENSE. Interest income, net of interest
expense, for the nine months ended December 31, 1996 increased $970,000 compared
to the same period in 1995. The increase resulted from cash management programs
which utilized the Company's short-term excess cash to generate interest income
through investment in money market funds. In addition, the Company's cash
balance in the nine months ended December 31, 1996 included the $10.0 million
proceeds from the June 1996 issuance of its Series B Preferred Stock and the
$19.3 million proceeds from the October 1996 Offering. A portion of the proceeds
were used to retire the Whitney Note and as a result interest expense decreased
$157,000.
INCOME TAXES. The Company had income tax loss carryforwards available to
offset income generated for the nine months ended December 31, 1995, and as a
result, incurred no federal income tax expense. For the nine months ended
December 31, 1996 the Company recorded income tax expense of $849,000 in
anticipation of fully utilizing its net operating loss carryforwards during its
fiscal year ended March 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1996, the Company had working capital of $23.7 million.
The Company's net cash provided by operating activities was $2.8 million for the
nine months ended December 31, 1996 resulting primarily from the Company's net
income of $2.1 million for the period. During the nine months ended December
31, 1996 the Company used cash of $2.2 million for purchases of property, plant
and equipment associated with the growth and expansion of the Company's systems
and facilities. In addition, in June 1996, the Company received $10.0 million
from the sale of its Series B Preferred Stock and in October 1996, the Company
completed the Offering of its Common Stock. The Company received net proceeds of
approximately $19.3 million, after deducting underwriting discount and expenses.
The Company used $7.0 million to repay the Whitney Note, and the balance of the
funds were invested in money market funds and high-grade commercial paper.
IMPACT OF INFLATION
Changes in prices charged by manufacturers and wholesalers for
pharmaceuticals dispensed by the Company affects its cost of revenues.
Historically, the Company has been able to pass on the effect of such price
changes to its customers under the terms of its agreements. As a result, changes
in pharmaceutical prices due to inflation have not adversely affected the
Company.
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FORWARD-LOOKING STATEMENTS
This report contains or may contain forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934 including
statements of the Company's and management's expectations, intentions, plans and
beliefs, including those contained in or implied by "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Notes to
Condensed Consolidated Financial Statements. These forward-looking statements,
as defined in Section 21E of the Securities Exchange Act of 1934, are dependent
on certain events, risks and uncertainties that may be outside the Company's
control. These forward-looking statements may include statements of management's
plans and objectives for the Company's future operations and statements of
future economic performance; the Company's capital budget and future capital
requirements, and the Company's meeting its future capital needs; and the
assumptions described in this report underlying such forward-looking statements.
Actual results and developments could differ materially from those expressed in
or implied by such statements due to a number of factors, including, without
limitation, those described in the context of such forward-looking statements,
and the factors set forth in the Company's registration statement on Form S-1
under the caption "Risk Factors."
PART II. OTHER INFORMATION
Items 1-6 are not applicable. No reports on Form 8-K were filed during the
quarter ended December 31, 1996.
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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.
ADVANCE PARADIGM, INC.
(Registrant)
Date: February 13, 1997 By: /s/ DAVID D. HALBERT
------------------------------------------
David D. Halbert, Chief Executive Officer,
Chairman of the Board and President
Date: February 13, 1997 By: /s/ DANNY PHILLIPS
------------------------------------------
Danny Phillips, Chief Financial Officer,
Senior Vice President, Secretary and
Treasurer (Principal Financial and
Accounting Officer)
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ADVANCE PARADIGM INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER
31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 39,313
<SECURITIES> 0
<RECEIVABLES> 38,584
<ALLOWANCES> 136
<INVENTORY> 1,970
<CURRENT-ASSETS> 80,229
<PP&E> 8,239
<DEPRECIATION> 2,923
<TOTAL-ASSETS> 98,520
<CURRENT-LIABILITIES> 56,529
<BONDS> 0
0
0
<COMMON> 78
<OTHER-SE> 41,573
<TOTAL-LIABILITY-AND-EQUITY> 98,520
<SALES> 0
<TOTAL-REVENUES> 177,854
<CGS> 0
<TOTAL-COSTS> 170,180
<OTHER-EXPENSES> 5,386
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (614)
<INCOME-PRETAX> 2,902
<INCOME-TAX> 849
<INCOME-CONTINUING> 2,053
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,053
<EPS-PRIMARY> .29
<EPS-DILUTED> .29
</TABLE>
