<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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 0-29090
MEDICAL MANAGER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 59-3396629
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3001 NORTH ROCKY POINT DRIVE EAST, SUITE 400, TAMPA, FLORIDA 33607
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (813) 287-2990
N/A
(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. Yes [X] No [ ]
There were 22,376,240 shares of the Registrant's common stock outstanding as
of May 14, 1999.
===============================================================================
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The following consolidated condensed financial statements of Medical
Manager Corporation, a Delaware corporation (the "Company"), have been prepared
in accordance with the instructions to Form 10-Q and, therefore, omit or
condense certain footnotes and other information normally included in financial
statements prepared in accordance with generally accepted accounting
principles. In the opinion of management, all adjustments necessary for a fair
presentation of the financial information for the interim and year-to-date
periods reported have been made. The current year financial statements include
the results of Specialized Computer Systems, Inc., Advanced Medical Office
Systems, Inc. d/b/a I.E. Corporation, Shared Business Services, Inc., Uniserv,
Inc., Meditech, Inc., and Business Support Systems, Inc., all of which were
acquired by the Company or its affiliates during the three months ended March
31, 1999. All of these acquisitions were accounted for using the pooling of
interests method of accounting. Prior year financial statements have been
restated to reflect the results of these acquisitions.
In addition, during the three months ended March 31, 1999, the Company
acquired substantially all of the assets of Medical Systems Plus, Premier
Support Services, Inc. and the PM2000 Business of CSC Healthcare, Inc. These
acquisitions were accounted for using the purchase method of accounting. The
financial results associated with these acquisitions are reflected after their
respective acquisition dates.
Results of operations for the three months ended March 31, 1999 are
not necessarily indicative of the results for the entire year ending December
31, 1999.
<PAGE> 3
MEDICAL MANAGER CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
-------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 43,173 $ 49,803
Accounts receivable, net 28,836 28,065
Inventory 2,062 2,321
Prepaid expenses and other current assets 2,420 1,764
Note receivable 5,000 0
Deferred income taxes 1,291 1,291
-------- --------
Total current assets 82,782 83,244
PROPERTY AND EQUIPMENT, net 9,306 9,194
GOODWILL AND OTHER INTANGIBLES, net 31,665 28,266
OTHER ASSETS 2,449 1,354
-------- --------
Total assets $126,202 $122,058
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 2,487 $ 2,512
Accounts payable and accrued liabilities 11,061 12,311
Customer deposits and deferred maintenance revenue 9,027 9,936
Income taxes payable 2,768 1,021
-------- --------
Total current liabilities 25,343 25,780
LONG-TERM OBLIGATIONS, net of current maturities 250 2,436
-------- --------
Total liabilities 25,593 28,216
-------- --------
STOCKHOLDERS' EQUITY
Common stock 224 223
Additional paid-in capital 76,870 75,643
Retained earnings 23,515 17,976
-------- --------
Total stockholders' equity 100,609 93,842
-------- --------
Total liabilities and stockholders' equity $126,202 $122,058
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed financial statements.
<PAGE> 4
MEDICAL MANAGER CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
1999 1998
-------- --------
<S> <C> <C>
Revenue
Systems $ 27,468 $ 19,715
Maintenance and other 13,860 11,266
-------- --------
Total revenue 41,328 30,981
-------- --------
Cost of revenue
Systems 12,863 9,660
Maintenance and other 7,716 6,155
-------- --------
Total costs of revenue 20,579 15,815
-------- --------
Gross margin 20,749 15,166
-------- --------
Operating expenses
Selling, general and administrative 10,352 7,694
Research and development 1,296 1,026
Depreciation and amortization 1,140 728
-------- --------
Total operating expenses 12,788 9,448
-------- --------
Income from operations 7,961 5,718
Other income (expense)
Interest expense (8) (127)
Interest income 574 70
Other (expense) 18 16
-------- --------
Income before income taxes 8,545 5,677
Income taxes 2,993 2,147
-------- --------
Net income $ 5,552 $ 3,530
======== ========
Basic earnings per share $ 0.25 $ 0.17
Shares used in computing basic earnings per share 22,363 20,541
Diluted earnings per share $ 0.24 $ 0.16
Shares used in computing diluted earnings per share 23,288 21,481
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed financial statements.
<PAGE> 5
MEDICAL MANAGER CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net Income $ 5,552 $ 3,530
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,140 728
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable (445) (2,392)
Inventory 565 (318)
Prepaid expenses and other current assets (565) (1,015)
Other assets (1,133) (24)
Accounts payable and accrued liabilities (1,631) (1,102)
Customer deposits and deferred maintenance revenue (1,748) 841
Income taxes payable 1,747 277
-------- --------
Net cash provided by operating activities 3,482 525
-------- --------
Cash flow from investing activities:
Issuance of notes receivable (5,000) 0
Purchases of property and equipment (805) (1,096)
Payments for acquisitions made, net of cash acquired (3,409) 0
-------- --------
Net cash used in investing activities (9,214) (1,096)
-------- --------
Cash flow from financing activities:
Proceeds from the issuance of notes payable 0 121
Payments of notes payable (2,211) (630)
Net proceeds from the exercise of stock options 1,326 469
Dividends (13) (105)
-------- --------
Net cash used in financing activities (898) (145)
-------- --------
Net change in cash and cash equivalents (6,630) (716)
-------- --------
Cash and cash equivalents:
Beginning of period 49,803 6,976
-------- --------
End of period $ 43,173 $ 6,260
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed financial statements.
<PAGE> 6
MEDICAL MANAGER CORPORATION
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. ORGANIZATION
Medical Manager Corporation (the "Company") was founded on July 10,
1996 to bring together the research and development, sales, marketing and
support resources for The Medical Manager(R) software, a leading physician
practice management system for independent physicians, physician groups,
management service organizations ("MSOs"), physician practice management
companies ("PPMs"), independent practice associations ("IPAs"), managed care
organizations and other providers of health care services in the United States.
During the three months ended March 31, 1999, the Company or its
affiliate acquired the following resellers of The Medical Manager software (the
"1999 Acquired Companies"): (i) Specialized Computer Systems, Inc. based in
DuBois, Pennsylvania; (ii) Advanced Medical Office Systems, Inc. d/b/a I.E.
Corporation based in Stockton, California; (iii) Shared Business Services, Inc.
based in Clearwater, Florida; (iv) Uniserv, Inc. based in Baton Rouge,
Louisiana; (v) Meditech, Inc. based in Clarksville, Indiana; and (vi) Business
Support Systems, Inc. based in Chesapeake, Virginia. The acquisitions of the
1999 Acquired Companies were accounted for using the pooling of interests
method of accounting. The aggregate consideration paid for the 1999 Acquired
Companies consisted of 188,489 shares of Common Stock.
On March 19, 1999, the Company or its affiliate acquired substantially
all of the assets of Medical Systems Plus ("MPS"), a reseller of The Medical
Manager software based in LaFayette, Louisiana. On March 24, 1999, the Company
or its affiliate acquired substantially all of the assets of Premier Support
Services, Inc. ("PSS"), a reseller of The Medical Manager software based in
Dallas, Texas. On March 31, 1999, the Company or its affiliate acquired
substantially all of the assets of the PM2000 Business of CSC Healthcare, Inc.
("CSC") based in Birmingham, Alabama. The acquisitions of MPS, PSS and CSC (the
"1999 Purchased Companies") were accounted for using the purchase method of
accounting. The aggregate consideration paid for the 1999 Purchased Companies
consisted of $3,408,840 in cash, resulting in goodwill of $3,288,000.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. The accompanying interim financial statements
do not include all disclosures included in the financial statements for the
year ended December 31, 1998 as included in the Company's Annual Report on Form
10-K for the year ended December 31, 1998 (the "Form 10-K"), and therefore
should be read in conjunction with the financial statements included in the
Form 10-K.
In the opinion of management, the interim financial statements filed
as part of this Quarterly Report on Form 10-Q reflect all adjustments,
consisting only of normal recurring accruals, necessary for a fair presentation
of the financial position and the results of operations and cash flows for the
interim periods presented.
5
<PAGE> 7
Prior year financial statements have been restated to reflect the
results of the 1999 Acquired Companies. The results of the 1999 Purchased
Companies are reflected from their respective acquisition dates.
Revenue Recognition. Revenue from the sale of systems is recognized in
accordance with Statement of Position 97-2, Software Revenue Recognition ("SOP
97-2"). SOP 97-2 requires the total contract revenue to be allocated to the
various elements of the contract based upon objective evidence of the fair
values of such elements and allows for only the allocated revenue to be
recognized upon completion of those elements. Amounts billed in advance of
recognized revenue are deferred. Revenue from support and maintenance contracts
is recognized as the services are performed ratably over the contract period,
which typically does not exceed one year. Revenue from other services is
recognized as the services are provided. Certain expenses are allocated between
the cost of revenue for systems and cost of revenue for maintenance and other
based upon revenue, which basis management believes to be reasonable.
Note Receivable. The Company issued a note receivable to an unrelated
party in the amount of $5 million. The note receivable is due February 28, 2000
and bears interest at the rate of 14% per annum, payable on September 1, 1999
and February 28, 2000.
3. SUMMARY FINANCIAL DATA OF THE ACQUISITIONS
The acquisitions of the 1999 Acquired Companies discussed in Note 1
have been accounted for using the pooling of interests method of accounting,
and accordingly, the consolidated financial statements for the periods
presented have been restated to include the results of operations of the 1999
Acquired Companies. The 1999 Acquired Companies generated revenues of
$2,273,000 for the period from January 1, 1999 through their respective
acquisition date and revenues of $1,436,000 for the three months ended March
31, 1998. Net income of the 1999 Acquired Companies was $257,000 for the period
from January 1, 1999 through their respective acquisition date and $59,000 for
the three months ended March 31, 1998. There were changes in the 1999 Acquired
Companies' stockholders' equity of $13,000, excluding net income, for the
period from January 1, 1999 through their respective acquisition date. There
were no changes in the 1999 Acquired Companies' stockholders' equity other than
net income for the three months ended March 31, 1998.
The acquisitions of the 1999 Purchased Companies discussed in Note 1
were accounted for using the purchase method of accounting, and accordingly the
consolidated financial statements reflect the results of operations for the
1999 Purchased Companies only since their respective dates of acquisition. The
impact of the 1999 Purchased Companies on revenues, net income, and earnings
per share is not significant.
6
<PAGE> 8
4. EARNINGS PER SHARE
Basic and diluted earnings per share for the three months ended March
31, 1999 and 1998 are calculated as set forth below (in thousands, except per
share data):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 1999 MARCH 31, 1998
------------------ --------------
<S> <C> <C>
Net income ................................................. $ 5,552 $ 3,530
------- -------
BASIC EARNINGS PER SHARE:
Weighted average common shares outstanding ................. 22,363 20,541
------- -------
Basic earnings per share ................................... $ 0.25 $ 0.17
------- -------
DILUTED EARNINGS PER SHARE:
Weighted average common shares outstanding ................. 22,363 20,541
Effect of dilutive shares:
Stock awards ............................................... 0 36
Stock options .............................................. 925 904
------- -------
Diluted shares ............................................. 23,288 21,481
------- -------
Diluted earnings per share ................................. $ 0.24 $ 0.16
------- -------
</TABLE>
5. SEGMENT REPORTING
In 1998, the Company adopted SFAS 131. The segment information below
presents the Company's three reportable segments - (1) Research & Development,
(2) Sales & Marketing and (3) the Dealer Network, which represents the
Company-owned dealers.
The Company is organized primarily on the basis of the production,
distribution and service processes broken into nine production or distribution
units. Six of the distribution and service units have been aggregated into the
"Dealer Network" segment. These units derive their revenue from the sale and
service of The Medical Manager software. The "Sales & Marketing" unit consists
of a single distribution and service unit and derives its revenue from the
sale, licensing and distribution of The Medical Manager software to the Dealer
Network segment and the independent dealer network. Two of the production units
have been aggregated to form the "Research & Development" segment. These units
derive their revenue primarily from license royalty fees for The Medical
Manager software and other software packages.
The accounting policies of the segments are the same as those
described in footnote 2. Individual segment data includes intersegment
revenues, which are then eliminated on a consolidated basis. Revenues and net
income reported in the Research & Development segment and the Sales & Marketing
segment are derived primarily from intersegment sales. The Dealer Network
segment purchases software and licenses from the Sales & Marketing segment,
which recognizes these sales as revenue. The Research & Development segment
then collects royalties from the Sales & Marketing segment as it's primary
source of revenues. Sales to the Dealer Network segment by the Sales &
Marketing segment are made at the same wholesale
7
<PAGE> 9
price sold to independent dealers. Royalties to the Research & Development
segment are based on royalty agreements with Sales & Marketing. The Company
evaluates the performance of all three segments based on revenues and net
income, and additionally, it evaluates the Dealer Network on operating margins.
The table below presents information about reported segments and the
reconciliation of total segment information to the consolidated information as
reflected on the accompanying financial statements for the three months ending
March 31, 1999 and 1998.
<TABLE>
<CAPTION>
Elimination of
Research & Sales & Dealer Intersegment Sales
Development Marketing Network Total All Others or Receivables Consolidated
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1999:
Revenues $ 7,271 $ 7,857 $ 32,481 $ 47,609 $ 603 $ (6,884) $ 41,328
Net income 3,433 2,766 3,204 9,403 (3,851) 0 5,552
Total assets 38,268 33,070 177,253 248,590 201,353 (323,742) 126,202
1998:
Revenues $ 4,790 $ 5,095 $ 26,750 $ 36,635 $ 354 $ (6,008) $ 30,981
Net income 2,470 1,102 2,455 6,027 (2,497) 0 3,530
Total assets 23,144 24,497 118,763 166,404 106,785 (207,232) 65,958
</TABLE>
6. COMMITMENTS AND CONTINGENCIES
A class action lawsuit was brought against the Company alleging Year
2000 issues regarding The Medical Manager software in versions prior to Version
9.0. Seven additional lawsuits were also brought against the Company, each
purporting to sue on behalf of those similarly situated and raising essentially
the same issues. In December 1998, the Company preliminarily entered into an
agreement to settle the class action lawsuit, as well as five of the seven
other similar cases. The settlement created a settlement class of all
purchasers of Version 7 and 8 and upgrades to Version 9 of The Medical Manager
software, and released the Company from Year 2000 claims arising out of the
sales of these versions of the Company's product. Under the terms of the
settlement, Version 8.12, containing the Company's upgraded Version of 8.11
software in addition to the Year 2000 patch, will be licensed without a license
fee to Version 7 and 8 users who participate in the settlement. In addition,
the settlement also provides that participating users who purchased a Version 9
upgrade will have the option to obtain one of four optional modules from the
Company without a license fee, or to elect to take a share of a settlement cash
fund. The settlement required the Company to make a cash payment of $1.455
million. The settlement was approved by the District Court of New Jersey on
March 15, 1999. Pursuant to the settlement, the Company was released from
liability due to the Year 2000 non-compliance of Versions 7 and 8 by all users
of Versions 7 and 8 except 29 users who "opted-out" of the class settlement.
A lawsuit was brought against the Company and certain of its officers
and directors, among other parties, on October 23, 1998 in the United States
District Court for the Middle District of Florida. The lawsuit, styled George
Ehlert, et al. vs. Michael A. Singer, et al., purports to bring an action on
behalf of the plaintiffs and others similarly situated to recover damages for
alleged violations of the federal securities laws and Florida laws arising out
of the Company's issuance of allegedly materially false and misleading
statements concerning its business operations, including the development and
sale of its principal product, during the class period. An amended complaint
was served on March 2, 1999. The class period is alleged to be between April
23, 1998 and August 5, 1998. The lawsuit seeks, among other things,
compensatory damages in favor of the plaintiffs and the other purported class
members and reasonable costs and expenses. The Company believes that this
lawsuit is without merit and intends to vigorously defend against it.
The Company is from time to time involved in other routine litigation
incidental to the conduct of its business. The Company believes that no such
currently pending routine litigation to which it is party will have a material
adverse effect on its financial condition or results of operations.
7. SUBSEQUENT EVENTS
On May 16, 1999, the Company entered into a definitive merger agreement
with Synetic, Inc. providing for a strategic business combination in a tax-free
pooling of interests transaction. Terms of the merger agreement call for each
outstanding share of the Company's Common Stock to be exchanged into 0.625
newly issued shares of Synetic, Inc.'s common stock, subject to an adjustment
pursuant to a collar mechanism. Completion of the merger, which is expected
during the quarter ending September 30, 1999, is subject to approval by
Synetic, Inc.'s and the Company's shareholders, regulatory approval and
certain other customary conditions.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
financial statements and related notes thereto appearing elsewhere in this
filing.
OVERVIEW
This filing contains forward-looking statements within the meaning of
the Private Litigation Reform Act of 1995 (the "Reform Act"). All statements
contained in this filing, other than statements of historical fact, may be
considered forward-looking statements. Such statements are based on current
plans and expectations of the Company and involve risks and uncertainties that
could cause future activities and actual results of operations to be materially
different from those set forth in the forward-looking statements. The Company's
actual results may differ due to factors including, among others, risks
associated with acquisitions, fluctuations in operating results because of
acquisitions, uncertainties relating to the ongoing development of the
Company's software and the Year 2000 issue, variations in stock prices, changes
in government regulations, competition, risks of operations and growth and
integration of newly acquired businesses. Forward-looking information provided
by the Company under the Reform Act should be evaluated in the context of the
foregoing factors and the other information included in this filing and other
filings made by the Company with the Securities and Exchange Commission. The
Company expressly disclaims any intent or obligation to update these forward
looking statements.
Subsequent to the initial public offering ("IPO"), the Company or its
affiliates executed and closed agreements to acquire 29 resellers of The
Medical Manager software (the "Acquired Companies"). The acquisitions of the
Acquired Companies were accounted for using the pooling of
8
<PAGE> 10
interests method of accounting.
Also subsequent to the IPO, the Company or its affiliates executed and
closed definitive agreements to acquire substantially all of the assets, all of
The Medical Manager assets or all of the outstanding equity securities of 20
resellers of The Medical Manager software and one unrelated software business
(collectively, the "Purchased Companies"). All of the acquisitions of the
Purchased Companies were accounted for using the purchase method of accounting.
Prior year financial information has been restated to reflect the
results of the Acquired Companies. The results of the Purchased Companies are
reflected from their respective acquisition dates.
UNAUDITED CONSOLIDATED RESULTS OF OPERATIONS
SEGMENT INFORMATION
In 1998, the Company adopted SFAS 131. The segment information below
presents the Company's three reportable segments - (1) Research & Development,
(2) Sales & Marketing and (3) the Dealer Network, which represents the
Company-owned dealers.
The Company is organized primarily on the basis of the production,
distribution and service processes broken into nine production or distribution
units. Six of the distribution and service units have been aggregated into the
"Dealer Network" segment. These units derive their revenue from the sale and
service of The Medical Manager software. The "Sales & Marketing" unit consists
of a single distribution and service unit and derives its revenue from the
sale, licensing and distribution of The Medical Manager software to the Dealer
Network segment and the independent dealer network. Two of the production units
have been aggregated to form the "Research & Development" segment. These units
derive their revenue primarily from license royalty fees for The Medical
Manager software and other software packages.
Individual segment data includes intersegment revenues, which are then
eliminated on a consolidated basis. Revenues and net income reported in the
Research & Development segment and the Sales & Marketing segment are derived
primarily from intersegment sales. The Dealer Network segment purchases
software and licenses from the Sales & Marketing segment, which recognizes
these sales as revenue. The Research & Development segment then collects
royalties from the Sales & Marketing segment as it's primary source of
revenues. Sales to the Dealer Network segment by the Sales & Marketing segment
are made at the same wholesale price sold to independent dealers. Royalties to
the Research & Development segment are based on royalty agreements with Sales &
Marketing. The Company evaluates the performance of all three segments based on
revenues and net income, and additionally, it evaluates the Dealer Network on
operating margins.
REVENUES
The following table reflects actual revenues for the Company's primary
business lines:
9
<PAGE> 11
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
---------------------
1999 1998
------- -------
(in millions)
<S> <C> <C>
Systems ............................................... $ 27.5 $ 19.7
Maintenance and other ................................. 13.8 11.3
------- -------
Total ............................................ $ 41.3 $ 31.0
======= =======
Systems percentage of total ........................... 66.5% 63.6%
Maintenance and other percentage of total ............. 33.5% 36.4%
</TABLE>
SEGMENT REVENUES
The following table reflects actual revenues for the Company's
segments:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
---------------------
1999 1998
------- -------
(in millions)
<S> <C> <C>
Research & Development ................................ $ 7.3 $ 4.8
Sales & Marketing ..................................... 7.8 5.1
Dealer Network ........................................ 32.5 26.8
Other and elimination of intersegment sales ........... (6.3) (5.7)
------- -------
Total ........................................... $ 41.3 $ 31.0
======= =======
</TABLE>
Dealer Network
The primary factor in the Dealer Network's revenue growth in 1999 was
a volume increase in new system sales and sales from upgrades. The Dealer
Network has continued to experience a volume increase in new system sales as
physicians migrate from other practice management systems to The Medical
Manager software for increased functionality and Year 2000 compliance. In
addition, despite the release of the Version 8.12 Year 2000 patch the Dealer
Network continues to experience demand for upgrades to the Company's current
version of The Medical Manager software, Version 9.
During the three months ended March 31, 1998, the Dealer Network
recognized approximately $2.2 million in revenue from a single sale generated
by the Company's Enterprise Business Group, which specifically targets larger
national and regional clients. During the three months ended March 31, 1999,
sales by the Company's Enterprise Business Group approximated $400,000.
The Dealer Network also experienced growth in its maintenance and
other revenue as the Company obtains a maintenance contract for a minimum of
one year with most new systems installed.
10
<PAGE> 12
Sales & Marketing
The $2.8 million increase in revenues for the Sales & Marketing
segment for the three months ended March 31, 1999 was primarily the result of
an overall increase in the volume of licenses sold to the independent dealers
and to the Dealer Network segment. During the three months ended March 31,
1999, Sales & Marketing experienced a $2.0 million increase in sales to
independent dealers compared to the three months ended March 31, 1998. This
increase in sales to independent dealers was primarily the result of additional
migrations by users of competitive products to The Medical Manager practice
management system. This significant increase in sales to independent dealers
contributed to the shift towards a greater percentage of systems sales over
maintenance and other sales. The volume of licenses has also increased due to
the growth of the Dealer Network as a whole and the increase in demand for
Version 9 upgrades.
Research & Development
The increase in systems revenue for the Research & Development segment
for the three months ended March 31, 1999 was primarily a function of an
overall increase in sales of licenses through the Sales & Marketing segment.
The increase in maintenance and other revenue for the three months ended
March 31, 1999 was primarily the result of an increase in electronic data
interchange ("EDI") revenues of $1.5 million compared to the three months
ended March 31, 1998.
COSTS OF REVENUES, OPERATING EXPENSES, NON-OPERATING ITEMS AND INCOME TAXES
The following table reflects actual operating expenses for the
Company's primary business lines:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
---------------------
1999 1998
------- -------
(in millions)
<S> <C> <C>
Cost of systems revenues .............................. $ 12.9 $ 9.7
Cost of maintenance and other revenues ................ 7.7 6.1
------- -------
Total cost of revenue ........................... 20.6 15.8
======= =======
Selling, general and administrative ................... 10.4 7.7
Research and development .............................. 1.3 1.0
Depreciation and amortization ......................... 1.1 0.7
Systems gross profit percentage ...................... 53.2% 51.0%
Maintenance and other gross profit percentage ......... 44.3 45.4
Total gross profit percentage .................... 50.2 49.0
</TABLE>
11
<PAGE> 13
COST OF REVENUES
Dealer Network
Cost of systems revenue increased for the three months ended March 31,
1999 due to a corresponding increase in systems revenue for the Dealer Network.
The Dealer Network's systems gross profit percentage increased primarily due to
gained efficiencies in the Acquired Companies and due to a shift in the
responsibilities of various personnel towards maintenance and other projects
for which costs are allocated accordingly. This contributed to the Company's
overall increase in systems gross profit percentage for the three months ended
March 31, 1999.
Cost of maintenance and other revenue also increased for the three
months ended March 31, 1999 due to a corresponding increase in maintenance and
other revenue. The maintenance and other gross profit percentage for the Dealer
Network declined however due to the shift of various personnel towards
maintenance and other projects, as described earlier, and to the addition of
various personnel at the Dealer Network to assist in the roll-out of Medical
Manager Network Services ("MMNS"), the Company's EDI initiative.
Sales & Marketing
The increase in the Sales & Marketing segment's cost of systems
revenue and cost of maintenance and other revenue was primarily the result of a
corresponding increase in systems sales and maintenance and other revenue. The
Sales & Marketing segment's experienced a significant increase in sales to
independent dealers in the three months ended March 31, 1999. As fixed costs
related to systems sales are covered, additional licenses sold increases the
systems gross profit percentage. Maintenance and other gross profit percentage
for the Sales & Marketing segment was relatively consistent during the three
months ended March 31, 1999 compared to the three months ended March 31, 1998.
Research & Development
The increase in the Research & Development segment's cost of systems
revenue was the result of a corresponding increase in systems revenue. The
systems gross profit percentage for the Research & Development segment remained
relatively consistent during the three months ended March 31, 1999 compared to
the three months ended March 31, 1998. The increase in the Research &
Development segment's cost of maintenance and other revenue was primarily the
result of a corresponding increase in maintenance and other revenue, including
the segment's EDI revenue. The gross profit percentage on the segment's EDI
revenue is 48%, notably lower than what the segment has historically earned on
maintenance and other revenue, causing the three months ended March 31, 1999
maintenance and other gross profit percentage to decrease slightly compared to
the three months ended March 31, 1998.
OPERATING EXPENSES
For the three months ended March 31, 1999, the increase in selling,
general and
12
<PAGE> 14
administrative expenses was attributable to the growth of the Company as a
whole. Selling, general and administrative expenses as a percent of revenue
remained relatively consistent during the three months ended March 31, 1999
compared to the three months ended March 31, 1998. Selling, general and
administrative expenses as a percent of revenue for the three months ended
March 31, 1999 and 1998 were 25.0% and 24.8%, respectively.
The increase in research and development expenses of $270,000 in the
three months ended March 31, 1999 resulted from additional investments in
research and development projects focusing on (i) graphical user interface
("GUI") and relational database technologies for use in future versions of The
Medical Manager software; (ii) significant enhancements in the development of
the MSO Enterprise Manager modules; (iii) enhancements of an electronic medical
records module; and (iv) web-based access and services for use in future
versions of The Medical Manager software.
Depreciation and amortization expense for the three months ended March
31, 1999 increased primarily as a result of the amortization of additional
goodwill recorded in connection with the acquisitions of dealers under the
purchase method of accounting during 1998 and 1999. The Purchased Companies
were reflected in the financial statements subsequent to their respective dates
of acquisition. To a lesser degree, depreciation expense also increased due to
additional capital equipment required for operational initiatives and general
infrastructure improvements.
NON-OPERATING ITEMS
Interest income consisted primarily of interest revenues earned from
the investment of the proceeds from the Company's second underwritten public
offering ("SPO") of Common Stock, which occurred in April 1998. The interest
expense incurred in the three months ended March 31, 1998 was from notes issued
in connection with the acquisitions of the Purchased Companies and notes
assumed in connection with the acquisitions of the Acquired Companies.
For the three months ended March 31, 1999, the existence of tax exempt
interest income and certain other items resulted in an effective tax rate of
35.02%.
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth certain selected statements of cash
flow information for the periods presented:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
-------------------
1999 1998
------ ------
(in millions)
<S> <C> <C>
Net cash provided by operations ....................... $ 3.5 $ 0.5
Net cash used in investing activities ................. (9.2) (1.1)
Net cash used in financing activities ................. (0.9) (0.1)
------ ------
Net change in cash and cash equivalents ............... (6.6) (0.7)
====== ======
</TABLE>
Substantially all of the cash provided by operating activities for the
three months ended
13
<PAGE> 15
March 31, 1999 resulted from net income of $5.6 million, reduced by an increase
in other assets of $1.1 million, a decrease in accounts payable and other
accrued liabilities of $1.6 million, a decrease in customer deposits and
deferred revenue of $1.7 million and an increase in income taxes payable of
$1.7 million. The increase in other assets was due primarily to the
capitalization of a $1.0 million marketing and non-compete agreement. The
decrease in accounts payable was primarily the result of a $1.5 million payment
related to the Company's Year 2000 litigation settlement. The decrease in
customer deposits and deferred revenue was due to the completion of significant
projects in process at December 31, 1998 and to the recognition of a portion of
the annual software maintenance agreements billed in December 1998. The
increase in income taxes payable was a function of greater taxable income for
the three months ended March 31, 1999 over the three months ended March 31,
1998.
With regard to investing activities, the Company issued a note
receivable to an unrelated party in the amount of $5 million. The note
receivable is due February 28, 2000 and bears interest at the rate of 14% per
annum. Several of the Company's subsidiaries also purchased capital equipment
in the three months ended March 31, 1999 to help the Company more efficiently
provide support to its customers. Investing activities also included the
purchase of fixed assets in the ordinary course of business. Lastly, for the
three months ended March 31, 1999, amounts paid, net of cash acquired, for
acquisitions was $3.4 million. Investing activities for the three months ended
March 31, 1998 included the purchase of $1.0 million of fixed assets related to
the Company's customer support system and fixed assets purchased in the
ordinary course of business.
Cash flows from financing activities, for the three months ended March
31, 1999, included the proceeds of approximately $1.3 million from the exercise
of employee stock options. During the three months ended March 31, 1999, the
Company also repaid $2.0 million of debt related to the purchase of Companion
Technologies of Texas and Companion Technologies of Florida, Inc. and an
additional $186,000 on debt assumed with the Acquired Companies.
The Company entered into a $10 million credit line with NationsBank of
Tampa and executed the credit line agreement on January 14, 1998. The agreement
contains customary events of default and a number of customary covenants
including certain financial ratios and restrictions on dividends. The line of
credit matures on May 31, 1999.The Company is currently in negotiations to
extend the maturity date of the line of credit. No amounts were outstanding on
this line of credit as of March 31, 1999.
The Company's cash and cash equivalents were $43.2 million at March
31, 1999. For purposes of the statement of cash flows, the Company considers
all highly liquid investments with maturity dates of three months or less when
purchased to be cash equivalents. These cash equivalents were predominately in
U.S. dollar domestic tax-free municipal instruments.
The Company believes existing cash and cash equivalents and future
funds generated from operations will provide adequate cash to fund its
anticipated cash needs at least through the next twelve months. The Company's
cash and cash equivalents are also available for strategic investment
opportunities or other potential cash needs that may arise in the pursuit of
the Company's long-term business strategy.
14
<PAGE> 16
YEAR 2000 COMPLIANCE
The Company is aware of the issues associated with the programming
code in existing computer systems as the next millennium ("Year 2000")
approaches. The Year 2000 issue relates to whether computer systems will
properly recognize and process information relating to dates in and after the
year 2000. These systems could fail or produce erroneous results if they cannot
adequately process dates beyond the year 1999 and are not corrected.
Significant uncertainty exists in the software industry concerning the
potential consequences that may result from the failure of software to
adequately address the Year 2000 issue.
NON-PROPRIETARY (INTERNAL) SOFTWARE AND HARDWARE
The Year 2000 issue creates risk for the Company from unforeseen
problems in its own computer systems and from third parties with which the
Company deals nationwide. The Company has undertaken a program, headed by a
four-person Year 2000 Compliance Team, to determine that its systems will
operate smoothly as the Year 2000 approaches. This process began with an
inventory of the systems vital to the Company's operations to identify those
that may be affected by the Year 2000 issue. In addition, third party vendors
and business partners which the Company relies upon have been asked to confirm
that their systems will be Year 2000 compliant. All critical systems have been
assessed and a prioritized implementation schedule has been defined for
upgrading those systems which are not currently Year 2000 compliant. The
critical systems recognized by the Year 2000 Compliance Team included financial
and accounting systems, human resource systems, customer support call
management systems, telecommunications systems, commercial general and
administrative software used internally, hardware systems, and other databases
including enrollment and serialization databases.
FINANCIAL AND ACCOUNTING SYSTEMS. In the second quarter of 1998, the Company
completed the upgrade of its financial and accounting software to a Year 2000
compliant version. All subsidiaries of the Company have been using the Year
2000 compliant version of the accounting system since that time. The cost of
the upgrade of the accounting systems was insignificant and, in accordance with
Company policy, was capitalized to be amortized over its appropriate life.
HUMAN RESOURCE SYSTEMS. As of January 1, 1999, the Company internalized the
payroll function. The software package used to process all payroll functions is
certified as Year 2000 compliant by the author. The cost of the new Human
Resources system and database was insignificant and, in accordance with Company
policy, was capitalized to be amortized over its appropriate life.
CUSTOMER SUPPORT CALL MANAGEMENT SYSTEMS. The Company uses a software package
to assist in recording, assigning and clearing customer hardware and support
calls. In the second quarter of 1998, the Company purchased a new software
package, which is Year 2000 compliant, to perform these functions. The software
was tested concurrently with the Company's previous support call management
software for one month and is now in use by five subsidiaries of the Company.
The Company intends to have all subsidiaries on the new call management system
by the end of 1999. The Company's previous support software was earmarked for
replacement without regard to the Year 2000 issue and thus the cost of the
system is not considered a part of the Company's costs of
15
<PAGE> 17
Year 2000 compliance.
TELECOMMUNICATIONS SYSTEMS. Telecommunications systems of the Company include
not only voice communications, but significant data communications such as
e-mail and an internal network providing each subsidiary access to servers
located at the corporate offices. In October of 1998, the Company selected a
single national vendor for all voice and data communications throughout the
Company. This vendor has provided a statement of their Year 2000 general plan
which provided for a March 31, 1999 target completion date to be completely
Year 2000 compliant. Currently, all voice communication systems have been
upgraded or installed with the new system. The upgrade or installation of the
new data communication lines has fallen behind the scheduled completion date of
March 31, 1999. However, the system currently in place is already Year 2000
compliant and the upgrade or installation of the new data communications system
is being done for increased functionality only. A dedicated team is being
deployed to each regional subsidiary of the Company to assist in the
implementation of the new data communications before December 31, 1999. The
Company believes that all systems will be installed and tested prior to
December 31, 1999.
VARIOUS GENERAL AND ADMINISTRATIVE SOFTWARE. As a result of the Year 2000
Compliance Teams efforts, the Company has noted that a portion of the current
in-house personal computers are known to be non-Year 2000 compliant. Some
workstations also have software programs installed which are not Year 2000
compliant. The Company has defined a minimum standard Year 2000 compliant
workstation with standardized software. To date, all mission critical
workstations have been made Year 2000 compliant with the industry standard
hardware and software, with the exception of one software package which will be
replaced within the next few months. The Company maintains various non-mission
critical workstations which have not been made Year 2000 compliant. The Company
does not intend to take a pro-active approach to replacing or upgrading these
computers until it is necessary. The costs of upgrading all remaining
workstations is estimated to be less than $0.2 million. In addition, the
Company is currently completing a testing phase where all mission critical
workstations are being retested to ensure they have been made Year 2000
compliant.
OTHER DATABASES. The Year 2000 Compliance Team has recognized two critical
databases used internally by the Company. The Network Services Client
Enrollment database is currently Year 2000 compliant. The Medical Manager
Software Serialization Database is stored in an internally written database
which is not Year 2000 compliant. The Company has scheduled an upgrade of this
database to Access 97, a completely Year 2000 compliant database package, for
the third quarter of 1999. The estimated costs of this upgrade will merely be
the cost of salaried employees which should not exceed $50,000 per quarter
through 1999.
THIRD PARTY RELATIONSHIPS. The third party relationships identified as critical
to the Company's operations are computer hardware distributors and shipping
companies. As part of a standardization initiative which began in late 1997,
the Company has partnered with three national distributors to supply all
hardware and third party software products sold to clients. All three companies
have provided documents starting that they are Year 2000 ready. In addition,
all shipping companies used by the Company and our vendors have provided
documents stating their Year 2000 readiness.
The Company intends to continue to monitor the Year 2000 compliance of
its internal
16
<PAGE> 18
software and hardware packages, telecommunications systems, and vendors. In the
event that any of the Company's systems, or any of the Company's vendors'
systems, do not meet the Year 2000 requirement by December 31, 1999, the
Company could experience difficulties, including but not limited to, in
processing sales and other financial information, customer support calls,
serializations of the Company's product, and orders of supplies from vendors.
This could have a materially adverse affect on the Company's financial
position, results of operations, or business. Although the Company expects its
systems, and its vendors' systems, to be Year 2000 compliant on or before
December 31, 1999, it cannot predict the success of the Company's Year 2000
compliance program. The Company has not adopted a contingency plan to address
possible risks to its systems. If the Company experiences a failure in its Year
2000 preparedness, experienced staff will be redeployed to address any
potential Year 2000 compliance issues.
PROPRIETARY (EXTERNAL SOFTWARE)
The Year 2000 issue also creates risk for the Company from problems
that may be experienced by customers of its software. While Version 9 of The
Medical Manager practice management system, which was commercially released in
November 1997, is Year 2000 compliant, prior versions of the system are not.
The Company has encouraged users of pre-Version 9 versions of The Medical
Manager software to upgrade to Version 9 in order to become Year 2000
compliant. In August of 1998, the Company announced that it was developing and
had begun in-house testing of a patch that would allow its previous version,
Version 8, first released in November 1993, to handle the date change to the
new century. This patch, Version 8.12, is now available for general
distribution to its independent sales offices for installation for users of
Versions 7 and 8. However, there is no assurance that Versions 7 and 8, with or
without the Year 2000 patch will not create additional issues for users of the
software including, but not limited to, additional costs for upgraded hardware,
additional costs for new operating systems and personnel training, additional
costs for conversion of Version 7 data, and the fact that Versions 7 and 8 do
not take into account current industry and regulatory requirements. Version 9
will remain the only enhanced and maintained version of the software.
A class action lawsuit was brought against the Company alleging Year
2000 issues regarding The Medical Manager software in versions prior to Version
9.0. Seven additional lawsuits were also brought against the Company, each
purporting to sue on behalf of those similarly situated and raising essentially
the same issues. In December 1998, the Company preliminarily entered into an
agreement to settle the class action lawsuit, as well as five of the seven
other similar cases. The settlement created a settlement class of all
purchasers of Version 7 and 8 and certain upgrades to Version 9 of The Medical
Manager software, and released the Company from Year 2000 claims arising out of
the sales of these versions of the Company's product. Under the terms of the
settlement, Version 8.12, containing the Company's upgraded Version of 8.11
software in addition to the Year 2000 patch, will be licensed without a license
fee to Version 7 and 8 users who participate in the settlement. In addition,
the settlement also provides that participating users who purchased a Version 9
upgrade will have the option to obtain one of four optional modules from the
Company without a license fee, or to elect to take a share of a settlement cash
fund. The settlement required the Company to make a cash payment of $1.455
million. The settlement was approved by the District Court of New Jersey on
March 15, 1999. Pursuant to the settlement, the Company was released from
liability due to the
17
<PAGE> 19
Year 2000 non-compliance of Versions 7 and 8 by all users of Version 7 and 8
except 29 users who "opted-out" of the class settlement.
While the Company does not believe costs incurred by the Company to
distribute and install the Year 2000 patch will be material, there can be no
assurance that such costs will not have a material adverse effect on the
Company's financial condition or results of operations. Additionally, there can
be no assurance that the existence of the Year 2000 patch will not delay or
reduce the migration of users to Version 9 from earlier versions. Further, if
Version 9 or other customers experience significant difficulties as a result of
the Year 2000 issue, or if the Company encounters difficulties in responding in
a timely manner to customer requests to upgrade to Version 9, there could be a
material adverse impact on the Company's results of operations, financial
condition or business.
18
<PAGE> 20
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A class action lawsuit was brought against the Company alleging Year
2000 issues regarding The Medical Manager software in versions prior to Version
9.0. Seven additional lawsuits were also brought against the Company, each
purporting to sue on behalf of those similarly situated and raising essentially
the same issues. In December 1998, the Company preliminarily entered into an
agreement to settle the class action lawsuit, as well as five of the seven
other similar cases. The settlement created a settlement class of all
purchasers of Version 7 and 8 and upgrades to Version 9 of The Medical Manager
software, and released the Company from Year 2000 claims arising out of the
sales of these versions of the Company's product. Under the terms of the
settlement, Version 8.12, containing the Company's upgraded Version of 8.11
software in addition to the Year 2000 patch, will be licensed without a license
fee to Version 7 and 8 users who participate in the settlement. In addition,
the settlement also provides that participating users who purchased a Version 9
upgrade will have the option to obtain one of four optional modules from the
Company without a license fee, or to elect to take a share of a settlement cash
fund. The settlement required the Company to make a cash payment of $1.455
million. The settlement was approved by the District Court of New Jersey on
March 15, 1999. Pursuant to the settlement, the Company was released from
liability due to the Year 2000 non-compliance of Versions 7 and 8 by all users
of Versions 7 and 8 except 29 users who "opted-out" of the class settlement.
A lawsuit was brought against the Company and certain of its officers
and directors, among other parties, on October 23, 1998 in the United States
District Court for the Middle District of Florida. The lawsuit, styled George
Ehlert, et al. vs. Michael A. Singer, et al., purports to bring an action on
behalf of the plaintiffs and others similarly situated to recover damages for
alleged violations of the federal securities laws and Florida laws arising out
of the Company's issuance of allegedly materially false and misleading
statements concerning its business operations, including the development and
sale of its principal product, during the class period. An amended complaint
was served on March 2, 1999. The class period is alleged to be between April
23, 1998 and August 5, 1998. The lawsuit seeks, among other things,
compensatory damages in favor of the plaintiffs and the other purported class
members and reasonable costs and expenses. The Company believes that this
lawsuit is without merit and intends to vigorously defend against it.
The Company is from time to time involved in other routine litigation
incidental to the conduct of its business. The Company believes that no such
currently pending routine litigation to which it is party will have a material
adverse effect on its financial condition or results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable
19
<PAGE> 21
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11.1 Computation of Basic and Diluted Earnings Per Share for the
Three Months Ended March 31, 1999 and March 31, 1998
27.1 Financial Data Schedule (filed only electronically with the
SEC)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
March 31, 1999.
20
<PAGE> 22
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.
MEDICAL MANAGER CORPORATION
By: /s/ Lee A. Robbins
-------------------------------------------
Lee A. Robbins
Vice President and Chief Financial Officer
Date: May 17, 1999
21
<PAGE> 23
EXHIBIT INDEX
<TABLE>
Number Description of Exhibits
- ------ -----------------------
<S> <C>
11.1 Computation of Basic and Diluted Earnings
Per Share for the Three Months Ended
March 31, 1999 and March 31, 1998
27.1 Financial Data Schedule (filed only electronically
with the SEC)
</TABLE>
22
<PAGE> 1
EXHIBIT 11.1
MEDICAL MANAGER CORPORATION
BASIC AND DILUTED EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1999 MARCH 31, 1998
-------------- ---------------
<S> <C> <C>
Net Income $ 5,552 $ 3,530
======= =======
BASIC EARNINGS PER SHARE:
- ------------------------------------------------
Weighted average common shares outstanding 22,363 20,541
======= =======
Basic earnings per share $ 0.25 $ 0.17
======= =======
DILUTED EARNINGS PER SHARE:
- ------------------------------------------------
Weighted average common shares outstanding 22,363 20,541
Effect of dilutive shares
Stock awards 0 36
Stock options 925 904
------- -------
Diluted shares 23,288 21,481
======= =======
Diluted earnings per share $ 0.24 $ 0.16
======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 43,173
<SECURITIES> 0
<RECEIVABLES> 28,836
<ALLOWANCES> 0
<INVENTORY> 2,062
<CURRENT-ASSETS> 82,782
<PP&E> 9,306
<DEPRECIATION> 0
<TOTAL-ASSETS> 126,202
<CURRENT-LIABILITIES> 25,343
<BONDS> 0
0
0
<COMMON> 224
<OTHER-SE> 100,385
<TOTAL-LIABILITY-AND-EQUITY> 126,202
<SALES> 27,468
<TOTAL-REVENUES> 41,328
<CGS> 12,863
<TOTAL-COSTS> 20,579
<OTHER-EXPENSES> 12,788
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8
<INCOME-PRETAX> 8,545
<INCOME-TAX> 2,993
<INCOME-CONTINUING> 5,552
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,552
<EPS-PRIMARY> .25
<EPS-DILUTED> .24
</TABLE>
