<PAGE> 1
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 June 30, 1999
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 1570, 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: 10,577,578
outstanding as of August 13, 1999
<PAGE> 2
ADVANCE PARADIGM, INC.
INDEX TO QUARTERLY REPORT FORM 10-Q
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C> <C> <C> <C>
Item 1. Financial Statements
A. Condensed Consolidated Balance Sheets as of June 30,
1999 and March 31, 1999 2
B. Condensed Consolidated Statements of Operations for
the Three Months Ended June 30, 1999 and 1998 3
C. Condensed Consolidated Statements of Cash Flows for
the Three Months Ended June 30, 1999 and 1998 4
D. Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION 12
SIGNATURES 13
</TABLE>
<PAGE> 3
ADVANCE PARADIGM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, 1999 June 30, 1999
-------------- -------------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 42,492,000 $ 29,936,000
Accounts receivable, net of allowance for doubtful accounts of
$371,000 and $377,000, respectively 107,582,000 145,979,000
Inventories 4,015,000 5,851,000
Prepaid expenses and other 1,651,000 2,105,000
------------ ------------
Total current assets 155,740,000 183,871,000
PROPERTY AND EQUIPMENT, net of accumulated depreciation
and amortization of $8,540,000 and $9,502,000, respectively 15,155,000 17,210,000
INTANGIBLE ASSETS, net of accumulated amortization of
$2,191,000 and $3,104,000, respectively 105,041,000 104,128,000
OTHER ASSETS 897,000 895,000
------------ ------------
Total assets $276,833,000 $306,104,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $148,979,000 $172,676,000
Accrued salaries and benefits 3,780,000 2,328,000
Income taxes payable -- 1,966,000
Other accrued expenses 1,870,000 1,721,000
------------ ------------
Total current liabilities 154,629,000 178,691,000
NONCURRENT LIABILITIES:
Long-term debt 50,000,000 50,000,000
Deferred income taxes 2,597,000 2,894,000
Other noncurrent liabilities 546,000 526,000
------------ ------------
Total liabilities 207,772,000 232,111,000
------------ ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Series B convertible preferred stock, $.01 par value; 5,000 shares
authorized, no shares issued and
outstanding -- --
Common stock, $.01 par value; 25,000,000
shares authorized; 10,528,449 and 10,561,742
shares issued and outstanding, respectively 105,000 105,000
Additional paid-in capital 48,928,000 49,269,000
Retained earnings 20,028,000 24,619,000
------------ ------------
Total stockholders' equity 69,061,000 73,993,000
------------ ------------
Total liabilities and stockholders' equity $276,833,000 $306,104,000
============ ============
</TABLE>
See accompanying notes to financial statements.
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ADVANCE PARADIGM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------
1998 1999
------------ -------------
<S> <C> <C>
Revenues $164,182,000 $ 416,286,000
------------ -------------
Cost of operations:
Cost of revenues 157,141,000 403,355,000
Selling, general and
administrative expenses 3,263,000 4,875,000
------------ -------------
Total cost of operations 160,404,000 408,230,000
------------ -------------
Operating income 3,778,000 8,056,000
Interest income 765,000 263,000
Interest expense -- (914,000)
------------ -------------
Income before income taxes 4,543,000 7,405,000
Provision for income taxes 1,726,000 2,814,000
------------ -------------
Net income $ 2,817,000 $ 4,591,000
============ =============
Basic
Net income per share $ 0.28 $ 0.43
============ =============
Weighted average
shares outstanding 9,912,502 10,561,742
============ =============
Diluted
Net income per share $ 0.24 $ 0.38
============ =============
Weighted average
shares outstanding 11,693,523 12,148,001
============ =============
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 5
ADVANCE PARADIGM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------
1998 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,817,000 $ 4,591,000
Adjustments to reconcile net income to
net cash provided by (used in) operating activities -
Depreciation and amortization 718,000 1,875,000
Provision for doubtful accounts 6,000 6,000
Change in certain assets and liabilities -
Accounts receivable (8,802,000) (38,403,000)
Inventories (481,000) (1,836,000)
Prepaid expenses
and other assets (63,000) (452,000)
Accounts payable, accrued expenses
and other noncurrent liabilities 11,509,000 24,339,000
------------ ------------
Net cash provided by (used in) operating activities 5,704,000 (9,880,000)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (1,568,000) (3,017,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of Common Stock 194,000 341,000
Proceeds from borrowings -- --
Payments on long-term obligations -- --
------------ ------------
Net cash provided by financing activities 194,000 341,000
------------ ------------
INCREASE (DECREASE) IN CASH 4,330,000 (12,556,000)
CASH AND CASH EQUIVALENTS, beginning of period 58,342,000 42,492,000
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 62,672,000 $ 29,936,000
============ ============
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 6
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 June 30, 1999 and 1998
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 10-K for the
year ended March 31, 1999. The results of operations for the three month period
ended June 30, 1999 are not necessarily indicative of the results to be
expected for the full year or for any future period.
The Company adopted SFAS 131, "Disclosure about Segments of an
Enterprise and Related Information," effective April 1, 1998. This
pronouncement changes the requirements under which public businesses must
report segment information. The objective of the pronouncement is to provide
information about a company's different types of business activities and
different economic environments. SFAS 131 requires companies to select segments
based on their internal reporting system. The Company provides integrated
health benefit management services to its customers, and these services account
for substantially all of its net revenues. Such services are typically
negotiated under one contract with the customer. Therefore, the Company's
operations will continue to be reported in one segment.
2. NET INCOME PER SHARE
Net income per share is computed using the weighted average number of
common and common equivalent shares outstanding during the period. A
reconciliation of the numerators and denominators of the basic and diluted per
share computations follows:
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<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
---------------------------
1998 1999
----------- -----------
<S> <C> <C>
BASIC
Numerator:
Net income $ 2,817,000 $ 4,591,000
=========== ===========
Denominator:
Weighted average common
stock outstanding 9,912,502 10,561,742
=========== ===========
Net income per share $ 0.28 $ 0.43
=========== ===========
DILUTED
Numerator:
Net income $ 2,817,000 $ 4,591,000
=========== ===========
Denominator:
Weighted average common 9,912,502 10,561,742
stock outstanding
Other Dilutive Securities:
Series B preferred stock 146,520 --
Options and warrants using the
treasury stock method 1,634,501 1,586,259
----------- -----------
Weighted average shares outstanding 11,693,523 12,148,001
=========== ===========
Net income per share $ 0.24 $ 0.38
=========== ===========
</TABLE>
3. INCOME TAXES
In the three months ended June 30, 1999 and 1998, the Company recorded
a provision for income taxes based upon an estimated, effective tax rate of
38%.
4. ACQUISITIONS
On March 31, 1999, the Company acquired the outstanding stock of
Foundation Health Pharmaceutical Services ("FHPS") for $70 million in cash and
warrants to purchase 200,000 shares of its $0.01 par value common stock. The
acquisition has been accounted for using the purchase method of accounting and
the results of operations of FHPS have been included in the consolidated
financial statements of the Company since April 1, 1999. The
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<PAGE> 8
purchase price was allocated to Goodwill, certain customer contracts and other
intangible assets. The purchase price allocation reflected in the accompanying
financial statements is preliminary. The Company's management is assessing the
net realizable value of certain contracts acquired and reviewing the assets
acquired for other intangible assets. As a result, the purchase price
allocation may be subsequently revised.
The following unaudited pro forma information presents the results of
operations of the Company as if the FHPS acquisition had taken place at the
beginning of the period presented (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended June 30, 1998
--------------------------------
<S> <C>
Revenues $ 190,726
Net income $ 3,434
Net income per share:
Basic $ 0.35
Diluted $ 0.29
Weighted average shares outstanding:
Basic 9,912,502
Diluted 11,693,523
</TABLE>
5. CONCENTRATION OF BUSINESS
Effective April 1, 1999, the Company entered into a Pharmacy Benefit
Services Agreement with Foundation Health Systems, Inc. ("FHS"). Under the
terms of the Service Agreement the Company provides pharmacy services to FHS'
affiliated health plans. In the quarter ended June 30, 1999, the revenues
generated under the service contract with FHS and by the non-affiliated FHPS
customers accounted for approximately 39% of the Company's revenues.
6. DEBT
On March 31, 1999, the Company entered into a senior credit facility
with a group of lenders. The credit facility consists of a $75 million, 3-year
revolving credit facility. The Company borrowed $50 million under the credit
facility to fund the acquisition of FHPS. No additional borrowings or
repayments occurred in the three months ended June 30, 1999.
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<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following table sets forth certain consolidated financial data as
a percentage of total revenues.
<TABLE>
<CAPTION>
Three Months
Ended June 30,
------------------------
1998 1999
----- -----
<S> <C> <C>
Data Services 69.2% 76.4%
Mail Services 16.5 9.9
Clinical Services 14.3 13.7
----- -----
Total Revenues 100.0 100.0
----- -----
Cost of operations:
Cost of revenues 95.7 96.9
Selling, general and administrative
expenses 2.0 1.2
----- -----
Total cost of operations 97.7 98.1
----- -----
Operating income 2.3 1.9
Interest income (expense), net .5 (.1)
----- -----
Income before income taxes 2.8 1.8
Provision for income taxes (1.1) (.7)
----- -----
Net income 1.7% 1.1%
===== =====
</TABLE>
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998
REVENUES. Our revenues for the three months ended June 30, 1999
increased by $252.1 million, or 154%, compared to revenues for the three months
ended June 30, 1998. Approximately 81% of the increase in revenues was
attributable to a 70% increase in the number of pharmacy claims processed
during the period. The increase in claims resulted from new contracts signed
throughout the last twelve months with new customers including the services
agreement with Foundation Health Systems ("FHS"). Substantially all of the new
customers utilize our pharmacy network. In cases in which we have an
independent obligation to pay our network pharmacy providers, we include
payments from our plan sponsors for these benefits as revenues and payments to
our pharmacy providers as cost of revenues. Therefore, new customers that
utilize our network will generate higher revenues than new business where we
merely administer the customer's network. The increase in claims resulted from
strong growth in new customers and from an increase in member lives from
existing customers. Approximately 13% of the increase in revenues resulted from
an increase in clinical services revenues derived from formulary and disease
management services as well as clinical trials. This increase was primarily
attributable to the acquisition of Foundation Health Pharmaceutical Services
("FHPS"). The remaining 6% of the increase was attributable to additional sales
of our mail pharmacy services, resulting from a 36% increase in the number of
mail prescriptions dispensed.
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<PAGE> 10
COST OF REVENUES. Our cost of revenues for the three months ended June
30, 1999 increased by $246.2 million, or 157%, compared to the same period in
1998. This increase was attributable primarily to the additional costs
associated with our claims processing growth and the new customers that are
utilizing our retail pharmacy network, including the new business from FHS. As
a percentage of revenues, cost of revenues was approximately 96.9% in the three
months ended June 30, 1999 compared to 95.7% in the same period in 1998.
Revenues from claims processing services generate lower margins than revenues
from our other services.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Our selling, general and
administrative expense for the three months ended June 30, 1999 increased by
$1.6 million, or 49%, compared to the same period in 1998. This increase was
primarily the result of our acquisition of FHPS and the related amortization
expense associated with the intangible assets acquired. In addition, volume
growth in all services contributed to the increase. In spite of the increase,
selling, general and administrative expenses as a percentage of revenues
decreased from 2.0% for the three months ended June 30, 1998 to 1.2% in the
same period in 1999 as the result of greater economies of scale and due to the
increase in revenues associated with our claims processing services. Additional
revenues generated by customers utilizing our network pharmacy providers
typically do not result in an increase in selling, general and administrative
expenses.
INTEREST INCOME AND INTEREST EXPENSE. Interest expense, net of
interest income, for the three months ended June 30, 1999 increased $1.4
million compared to the same period in 1998. Interest expense increased as the
result of the acquisition of FHPS on March 31, 1999 and the related bank
borrowings throughout the quarter ended June 30, 1999. No debt was outstanding
in the quarter ended June 30, 1998.
INCOME TAXES. For the three months ended June 30, 1999 and 1998 our
recorded income tax expense approximated an effective tax rate of 38%.
NET INCOME PER SHARE. We reported diluted net income per share of $.38
per share for the three months ended June 30, 1999 compared to $.24 per share
for the same period in 1998. The weighted average shares outstanding were 11.7
million and 12.1 million for the three months ended June 30, 1998 and 1999,
respectively. The increase in the weighted average shares resulted primarily
from the increase in our stock price which has resulted in more options and
warrants becoming common stock equivalents. (See Note 2 for calculation.)
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<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1999, we had working capital of $5.2 million. Our net
cash used in operating activities was $9.9 million for the three months ended
June 30, 1999 resulting primarily due to the timing of receivables and payables
resulting from our continued growth. During the three months ended June 30,
1999 we used cash of $3.0 million for purchases of property, plant and
equipment associated with the growth and expansion of our systems and
facilities.
Historically, we have been able to fund our operations and continued
growth through cash flow from operations. We anticipate that cash flow from
operations, combined with our current cash balances and amounts available under
our credit facility, will be sufficient to meet our internal operating
requirements and expansion programs, including capital expenditures, for at
least the next 18 months. However, if we successfully continue our expansion,
acquisition and alliance plans, we may be required to seek additional debt or
equity financing in order to achieve these plans. As of June 30, 1999 $25.0
million is available under our $75.0 million, three year revolving credit
facility.
YEAR 2000 READINESS DISCLOSURE
Our operations require our computer systems and information technology
to work effectively. In fiscal year 1998, we began addressing the year 2000
issue by forming a year 2000 project team. The year 2000 issue is the result of
computer programs written using two digits rather than four digits to define
"date" fields. Information systems have time-sensitive operations that, as a
result of this date field limitation, could disrupt business activities in the
normal business cycle. For example, some computers that are not year 2000
compliant may interpret the year 2000 as the year 1900. This treatment could
result in significant miscalculations when processing critical date-sensitive
information relating to dates after December 31, 1999.
In the quarter ending June 30, 1998, we completed the "inventory"
portion of our year 2000 project. We documented all internal hardware, software
or equipment that was date-sensitive. In the quarter ending September 30, 1998,
we completed the second stage of the year 2000 project, which involved
assessing all of the items that had been "inventoried" to determine whether
they were year 2000 compliant. This assessment stage also included surveying
all external vendors and customers with whom we transact business to determine
whether their systems were year 2000 compliant. In the quarter ending December
31, 1998, we completed the third stage of the year 2000 project, which involved
the development of code to convert systems that are not year 2000 compliant to
year 2000 compliant systems. We successfully completed the implementation phase
on March 31, 1999 via upgrade or replacement of all non-compliant systems.
While all core systems are currently considered to be compliant, further
maintenance testing and certifications will continue throughout 1999.
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<PAGE> 12
The potential impact of the year 2000 issue depends not only on the
corrective measures we have undertaken, but also on the ways in which the year
2000 issue is addressed by third parties with whom we interact or upon whom we
are dependent, including individual retail pharmacies, health plan sponsors and
pharmaceutical manufacturers. We believe that our greatest risk with respect to
year 2000 issues relates to failures by third parties to be year 2000
compliant. We have received responses from approximately 50% of the over 20,000
third parties we contacted. We cannot make any assurance that the software and
systems of other companies with which we transact business will become year
2000 compliant in a timely manner. Any such failures could have a material
adverse effect on our systems and operations. With respect to the systems we
directly use, we believe our greatest exposure to the year 2000 issue involves
our claims processing operations, which rely on computers to process
prescription claims. We have installed a vendor upgrade and have substantially
completed compliance testing on the upgrade. However, any failure of these
systems to be year 2000 compliant may have a material adverse effect on us.
Although we have substantially completed our compliance testing and
remediation, we have not developed a likely worst case year 2000 scenario. We
are, however, in the process of developing contingency plans for the risks of
our failure, or the failure of third parties, to be year 2000 compliant. We
intend to complete the contingency plans for the year 2000 issue during the
third quarter of calendar year 1999. Due to the inability to predict all of the
potential problems that may arise from the year 2000 issue, we cannot be sure
that we will be able to anticipate all contingencies.
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 Form 10-K under the caption "Risk Factors." All subsequent written
and oral forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by this section.
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<PAGE> 13
PART II. OTHER INFORMATION
Items 1-5 are not applicable.
Item 6. Exhibits and reports on Form 8-K.
During the quarter ended June 30, 1999, we filed a report on Form 8-K and Form
8-KA dated March 31, 1999, relating to the acquisition of FHPS.
Exhibits required by Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBITS
- ----------- --------
<S> <C> <C>
3.1* --- Amended and Restated Certificate of Incorporation
3.2* --- Amended and Restated Bylaws
27** --- Financial Data Schedule
</TABLE>
* Previously filed in connection with our Registration Statement on Form S-1
filed October 8, 1996 (No. 333-06931).
** Filed herewith.
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<PAGE> 14
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: August 13, 1999 By: /s/ David D. Halbert
-------------------------------------------
David D. Halbert, Chief Executive Officer,
Chairman of the Board and President
Date: August 13, 1999 By: /s/ Danny Phillips
-------------------------------------------
Danny Phillips, Chief Financial Officer,
Senior Vice President, Secretary and
Treasurer (Principal Financial and
Accounting Officer)
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<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C> <C>
3.1* --- Amended and Restated Certificate of Incorporation
3.2* --- Amended and Restated Bylaws
27** --- Financial Data Schedule
</TABLE>
* Previously filed in connection with our Registration Statement on Form S-1
filed October 8, 1996 (No. 333-06931).
** Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ADVANCE PARADIGM, INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 29,936
<SECURITIES> 0
<RECEIVABLES> 146,356
<ALLOWANCES> 377
<INVENTORY> 5,851
<CURRENT-ASSETS> 183,871
<PP&E> 26,712
<DEPRECIATION> 9,502
<TOTAL-ASSETS> 306,104
<CURRENT-LIABILITIES> 178,691
<BONDS> 0
0
0
<COMMON> 105
<OTHER-SE> 73,888
<TOTAL-LIABILITY-AND-EQUITY> 306,104
<SALES> 0
<TOTAL-REVENUES> 416,286
<CGS> 0
<TOTAL-COSTS> 403,355
<OTHER-EXPENSES> 4,875
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 651
<INCOME-PRETAX> 7,405
<INCOME-TAX> 2,814
<INCOME-CONTINUING> 4,591
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,591
<EPS-BASIC> .43
<EPS-DILUTED> .38
</TABLE>
