<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C.20549
____________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
X For the quarterly period ended June 30, 1996
- ---
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
Commission File Number 0-16748
------------------------------
INTERCARGO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-3414667
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
1450 East American Lane, 20th Floor, Schaumburg, Illinois 60173
(Address of principal executive office and zip code)
Registrant's telephone number, including area code: (847) 517-2510
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
----- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Class Outstanding at August 12, 1996
- -------------------------- ------------------------------
Common Stock, $1 par value 7,640,981 shares
<PAGE> 2
INTERCARGO CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at June 30, 1996
(unaudited) and December 31, 1995 3
Consolidated Statements of Income for the three month
and six month periods ended June 30, 1996 (unaudited)
and June 30, 1995 (unaudited) 4
Consolidated Statements of Stockholders' Equity
for the six months ended June 30, 1996 (unaudited)
and June 30, 1995 (unaudited) 5
Consolidated Statements of Cash Flows for the six
months ended June 30, 1996 (unaudited) and
June 30, 1995 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7
Summary Statements of Income of Kingsway Financial Services,
Inc. for the three month and six month periods ended June 30, 1996
(unaudited) and June 30, 1995 (unaudited) 8
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Position 9
PART II. OTHER INFORMATION 13
SIGNATURES 14
EXHIBITS 15
</TABLE>
2
<PAGE> 3
INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
---------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Investments
Fixed maturities at fair value $48,580 44,769
Equity securities at fair value 2,791 3,474
Investee at cost plus cumulative undistributed earnings 13,259 11,898
-------- -------
Total investments 64,630 60,141
Cash and cash equivalents 8,368 16,478
Premiums receivable 19,436 14,920
Accrued investment income 812 804
Deferred policy acquisition costs 5,351 4,898
Reinsurance recoverable on loss and loss expense:
Paid claims 3,170 1,192
Unpaid claims 4,279 2,964
Prepaid reinsurance premiums 2,137 2,089
Notes receivable 275 349
Income tax recoverable 279 1,092
Deferred income tax 1,563 822
Equipment, at cost less accumulated depreciation 2,324 1,738
Goodwill 2,326 2,468
Other assets 6,238 6,211
-------- -------
Total assets $121,188 116,166
======== =======
LIABILITIES
Losses and loss adjustment expenses $37,167 36,293
Unearned premiums 19,850 17,691
Funds held by Company 650 748
Supplemental duty deposits 2,464 2,669
Accrued expenses and other liabilities 6,666 5,409
Notes payable 9,735 9,735
-------- -------
Total liabilities 76,532 72,545
-------- -------
Commitments and Contingencies - -
STOCKHOLDERS' EQUITY
Common stock--$1 par value; authorized 20,000,000 shares; issued and
outstanding, 7,640,981 shares in 1996 and in 1995 7,641 7,641
Additional paid-in capital 24,104 24,104
Net unrealized loss of foreign currency translation (1,159) (1,179)
Net unrealized gain (loss) on securities (600) 567
Retained earnings 14,670 12,488
-------- -------
Total stockholders' equity 44,656 43,621
-------- -------
Total liabilities and stockholders' equity $121,188 116,166
======== =======
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
------------------------------ ----------------------------
1996 1995 1996 1995
----- ----- ----- -----
<S> <C> <C> <C> <C>
REVENUES
Insurance premium income $16,590 22,101 $31,330 43,617
Net investment income 998 1,710 1,988 3,047
Commission income 219 118 386 242
Other income 89 197 95 387
-------------- -------------- ------------- -------------
Total 17,896 24,126 33,799 47,293
LOSSES AND EXPENSES
Losses and loss adjustment expenses 8,760 11,676 16,052 23,207
Policy acquisition costs 4,087 4,813 8,697 9,969
Other underwriting expenses 3,881 4,032 6,894 7,532
Interest expense 125 195 342 414
-------------- -------------- ------------- -------------
Total 16,853 20,716 31,985 41,122
-------------- -------------- ------------- -------------
Operating income 1,043 3,410 1,814 6,171
Income tax expense 397 1,335 604 2,021
-------------- -------------- ------------- -------------
Net income before equity in net income of investee 646 2,075 1,210 4,150
Equity in net income of investee 1,108 - 1,660 -
-------------- -------------- ------------- -------------
NET INCOME $1,754 2,075 $2,870 4,150
============== ============== ============= =============
Average number of shares of common stock
outstanding 7,661 7,667 7,662 7,663
Net income per share $0.23 0.27 $0.37 0.54
============== ============== ============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Net Net
Unrealized Unrealized
(Loss) Gain
Numbers Additional On Foreign (Loss)
Of Common Paid-in Currency on Retained Stockholders'
Shares Stock Capital Translation Investments Earnings Equity
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 7,641 $7,641 24,104 (1,179) 567 12,488 43,621
Net Income -- -- -- -- -- 2,870 2,870
Change in foreign currency translation -- -- -- 20 -- -- 20
Change in unrealized gain (loss) on
securities -- -- -- -- (1,167) -- (1,167)
Dividends paid to stockholders -- -- -- -- -- (688) (688)
------ ------ ---------- ----------- ----------- -------- -------------
Balance at June 30, 1996 7,641 $7,641 24,104 (1,159) (600) 14,670 44,656
====== ====== ========== =========== =========== ======== =============
Balance at December 31, 1994 7,641 $7,641 24,104 (2,002) (1,546) 11,724 39,921
Net income -- -- -- -- -- 4,150 4,150
Change in foreign currency translation -- -- -- 290 -- -- 290
Change in unrealized gain (loss) on
securities -- -- -- -- 1,567 -- 1,567
Dividends paid to stockholders -- -- -- -- -- (688) (688)
------ ------ ---------- ----------- ----------- -------- -------------
Balance at June 30, 1995 7,641 $7,641 24,104 (1,712) 21 15,186 45,240
====== ====== ========== =========== =========== ======== =============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
INTERCARGO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months ended June 30,
----------------------------------------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $2,870 4,150
Adjustments to reconcile net income to net cash provided from
operating activities:
Realized Gains (55) (158)
Depreciation and amortization 770 526
Amortization of premiums (discounts) on investments 53 (623)
Undistributed earnings of affiliate (1,660) -
Increase in premiums receivable (4,516) (4,157)
Increase in deferred policy acquisition costs (453) (850)
Increase in reinsurance recoverables (3,341) (394)
Change in income tax accounts 673 (195)
Increase in liability for losses and loss
adjustment expenses 874 6,318
Increase in unearned premiums 2,159 2,892
Increase (decrease) in funds held (98) 112
Decrease in supplemental duty deposits (205) (43)
Increase (decrease) in accrued expenses and other liabilities 1,257 (869)
Other, net (43) (307)
-------- --------
Net cash provided from (used in) operating activities (1,715) 6,402
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed maturities:
Purchases (17,740) (15,031)
Sales 8,970 3,339
Maturities and calls 2,908 8,553
Equity securities:
Purchases (100) (1,894)
Sales 671 3,317
Net sales (purchases) of short-term investments 510 (659)
Sale of Kingsway common stock 412 -
Purchase of property and equipment, net (1,338) (669)
-------- --------
Net cash used in investing activities (5,707) (3,044)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Proceeds from notes payable - 749
Dividends paid to stockholders (688) (688)
-------- --------
Net cash used in financing activities (688) 61
-------- --------
Net increase (decrease) in cash and cash equivalents (8,110) 3,419
Cash and cash equivalents:
Beginning of the period 16,478 19,011
-------- --------
End of the period $8,368 22,430
-------- --------
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
INTERCARGO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The consolidated financial statements of the Company have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and note disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The Company believes
that the accompanying consolidated financial statements contain all
adjustments (consisting of normal recurring accruals) necessary to present
fairly the Company's consolidated financial position as of June 30, 1996, and
December 31, 1995, and the consolidated results of operations and the
consolidated cash flows for the six month periods ended June 30, 1996, and
1995.
Beginning in December 1995, the Company sold 660,000 shares of Kingsway
Financial Services Inc. stock to raise capital for planned expansion. As a
result, Kingsway is no longer a majority owned subsidiary and is accounted
for using the equity method. Accordingly, its results of operations and
financial position are not consolidated with Intercargo at June 30, 1996.
Amounts at June 30, 1995 have not been restated and include Kingsway on a
consolidated basis.
The results of operations for the six month period ended June 30, 1996 are
not necessarily indicative of the results to be expected for the full year.
These consolidated unaudited interim financial statements should be read in
conjunction with the financial statements and notes thereto contained in the
December 31, 1995 Form 10-K filed by the Company.
2. Earnings per Share
Earnings per share are computed based on the weighted average number of
shares outstanding which includes common stock equivalents (if dilutive)
relating to outstanding options.
The Company's common stock at June 30, 1996 consists of approximately 7.7
million shares outstanding $1.00 par value per share. The Company also has
outstanding stock options to purchase in the aggregate 191 thousand shares of
common stock.
3. Long Term Debt
The Company's bank line of credit has been increased from $10 million at
December 31, 1995 to $15 million at June 30, 1996 in conjunction with
changing to a LIBOR based interest rate structure. The amount outstanding
under the bank line of credit was approximately $9.7 million at June 30, 1996
and December 31, 1995.
7
<PAGE> 8
Kingsway Financial Services, Inc.
Summary Statements of Income
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
------------------------------ ----------------------------
1996 1995 1996 1995
-------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUES:
Net premiums earned $20,051 8,105 31,504 15,685
Other revenues 1,467 943 2,644 1,584
-------------- -------------- ------------- -------------
Total revenues 21,518 9,048 34,148 17,269
EXPENSES:
Claims incurred 12,257 5,033 19,666 10,235
Other expenses 6,047 2,366 9,399 4,671
-------------- -------------- ------------- -------------
Total expenses 18,304 7,399 29,065 14,906
Income before income taxes 3,214 1,649 5,083 2,363
Income taxes 858 737 1,562 1,059
-------------- -------------- ------------- -------------
NET INCOME $2,356 912 3,521 1,304
============== ============== ============= =============
</TABLE>
8
<PAGE> 9
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
POSITION
OPERATING RESULTS
In December 1995, Kingsway Financial Services, Inc. undertook an initial public
offering on the Toronto Stock Exchange to raise capital for planned growth.
Intercargo participated in the offering by selling 660,000 shares to fund
expansion of its U.S. operations and entry into Hong Kong. As a result,
Kingsway is no longer a majority owned subsidiary and is accounted for using
the equity method. Accordingly, its results of operations and financial
position are not consolidated at June 30, 1996. Amounts at June 30, 1995 have
not been restated and include Kingsway on a consolidated basis. However, the
following discussion compares the revenues and expenses of the Company
exclusive of Kingsway, except as specifically noted.
Earned premium for U.S. and U.K. operations increased $3.4 million or 12.1% in
the first half of 1996 as compared to a 37.8% increase to $27.9 million for
first half of 1995. Included in the current quarter's earned premium is $1.6
million of returned premium representing redundancies in off balance sheet loss
reserves maintained by reinsurers which were recaptured pursuant to a
restructing of the Customs bond treaty. Consolidated earned premium for the
first six months of 1996 decreased 28.2% to $31.3 million compared to a 31.4%
increase to $43.6 million for the comparable period in 1995. Included in the
earned premium for 1995 is $15.7 million relating to Kingsway.
Net investment income from U.S. and U.K. operations increased $74 thousand or
4.0% in the first half of 1996 over 1995. Consolidated net investment income
for the first six months of 1996 declined 34.8% to $2.0 million as compared to
a 43.4% increase to $3.0 million for the first six months of 1995. Included in
the 1995 net investment income is $1.3 million relating to Kingsway.
Consolidated other income from U.S. and U.K. operations remained unchanged from
the first six months of 1995 to 1996. Including Kingsway for 1995,
consolidated other income declined 75.4% to $95 thousand in the first six
months of 1996 as compared to a decrease of 36.6% to $387 thousand in the first
half of 1995. Included in the other income for 1995 is $291 thousand of
premium financing income relating to Kingsway.
Losses and loss adjustment expenses for U.S. and U.K. operations for first six
months of 1996 increased $3.6 million or 27.7%. During the current quarter,
the Company strengthened the marine loss reserves $1.0 million as prior year
development has exceeded expected levels. The remainder of the increase is a
result of using more conservative loss ratios across all lines of business.
Consolidated loss and loss adjustment expenses for the first half of 1996
declined 30.8% to $16.1 million as compared to an increase of 28.6% to $23.2
million for the first half of 1995. The 1995 loss and loss adjustment expenses
include $10.2 million relating to Kingsway.
U.S. and U.K. policy acquisition costs increased $1.4 million to $8.7 million
in the first half of 1996. This increase is attributable to increased premium
volume and a lower deferral rate due to the more conservative loss ratios.
Consolidated policy acquisition costs for the six months of 1996 decreased $1.3
million or 12.8% as compared to an increase of $2.4 million or 31.8% for the
comparable period of 1995. Included in the policy acquisition costs for 1995
is $2.8 million relating to Kingsway.
U.S. and U.K. other underwriting expenses increased $673 thousand during the
six month period ended June 30, 1996. This increase is consistent with the
increase in premium volume. Consolidated other underwriting expenses decreased
8.5% to $6.9 million in the first half of 1996. This compares to a decrease of
$703 thousand in the first half of 1995. The 1995 other underwriting expenses
include $1.9 million relating to Kingsway.
9
<PAGE> 10
Consolidated net income for the first half of 1996, including our pro rata
share of Kingsway's earnings, decreased 30.8% to $2.9 million . This compares
to an increase of 196.6% to $4.2 million in the first half of 1995. Earnings
per share were $0.37 for the first six months of 1996 as compared to $0.54 for
the first six months of 1995. There were approximately 7.7 million shares
outstanding for both periods for purposes of computing net income per share.
LIQUIDITY AND CAPITAL RESOURCES
The Company's total assets at June 30, 1996 increased to $121.2 million from
$116.2 million at December 31, 1995. Stockholders' equity has increased to
$44.7 million during the first six months of 1996 from the $43.6 million at
December 31, 1995. The net income from operations exceeded the decrease in the
market value of the investment portfolio and the dividend payment. The Company
declared and paid a dividend of $0.09 per share on March 15, 1996 to holders of
record as of March 13, 1996.
The Company generated cash flow from operations of ($1.7 million) and $6.4
million for the six month periods ended June 30, 1996 and 1995, respectively.
The Company utilizes a bank line of credit of $15.0 million to supplement
existing working capital. This line is used to fund expansion and for general
corporate purposes.
10
<PAGE> 11
RESULTS BY LINE
The following table illustrates the premium earned (dollars in thousands) for
each major line of business for the six month periods ended June 30, 1996 and
1995. It also sets forth the percentage of total premium for each period as
well as the combined ratios by line and in the aggregate for the Company. The
operations of the Company's Hong Kong insurance company began in the latter
half of the second quarter of 1996 and have not been included in the table.
U.S. AND U.K. OPERATIONS
<TABLE>
<CAPTION> OTHER
BOND MARINE E&O PROPERTY & CASUALTY TOTAL
Earned Combined Earned Combined Earned Combined Earned Combined Earned Combined
Premium Ratio Premium Ratio Premium Ratio Premium Ratio Premium Ratio
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Six months ended June 30,
1996 $13,785 77.8 $13,201 117.7 $1,941 133.3 $2,395 143.7 $31,322 103.1
1995 12,408 82.8 11,087 102.7 1,957 98.9 2,480 106.1 27,932 93.9
Year ended December 31,
1995 $24,700 83.5 $20,808 124.7 $3,069 160.3 $5,498 146.8 $54,075 110.2
1994 23,019 80.4 14,996 114.2 2,377 195.4 3,362 106.3 43,754 100.2
1993 19,739 106.5 12,154 85.8 1,681 175.2 772 156.2 34,346 103.6
1992 17,720 105.8 10,773 74.3 2,090 131.5 566 165.2 31,149 97.7
1991 15,415 93.6 8,062 86.9 2,284 157.6 117 127.4 25,878 97.3
</TABLE>
11
<PAGE> 12
RESULTS BY LINE (CONT.)
Net earned premium on the Company's U.S. and U.K. operations for the first six
months of 1996 has increased $3.4 million or 12.1% over the comparable period
in 1995. Marine earned premium tallied the largest increase at $2.1 million.
Bond earned premium increased $1.4 million, though included in this increase is
$1.6 million of returned premium from restructuring the Customs bond
reinsurance treaty. Professional liability and other property and casualty
earned premium remained substantially unchanged from prior year levels.
Excluding the effect of the $1.6 million returned premium, the combined ratios
for all lines of business have increased in the six months of 1996 over the
same period for 1995. The combined ratio increases as more conservative loss
ratios are used and as limitations are placed on the deferral of certain
underwriting expenses.
12
<PAGE> 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - There have been no material developments in the
legal proceedings addressed in the Company's Form 10-K or new legal
proceedings during the fiscal quarter covered by this report on Form
10-Q.
Item 2. Changes in Securities - Not Applicable.
Item 3. Defaults Upon Senior Securities - Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company's Annual Meeting of Stockholders was held on May 17,
1996.
(b) Not applicable
(c) At said Annual Meeting, stockholders voted on the
election of Class 3 directors. The stockholders elected all
members of the management slate in an uncontested election.
<TABLE>
<CAPTION>
Director Votes For Votes Against or Withheld
<S> <C> <C>
Robert B. Sanborn 6,206,436 270,089
Arthur J. Fritz, Jr. 6,206,436 270,089
Arthur L. Litman 6,206,436 270,089
The offices of the following directors continue in force:
Albert J. Gallegos
Kenneth A. Bodenstein
James R. Zuhlke
Michael L. Sklar
</TABLE>
Item 5. Other Information
On June 5, 1996, a payment of $50,070.74 was made to Gary
Bhojwani, President of International Advisory Services, Inc., as a
final payment under a commission agreement which was in effect prior
to his becoming an executive officer of the Company. A comparable
amount was accrued in 1995 pending a final accounting determination.
That amount is in addition to the amount shown on the Company's
Summary Compensation Table of the Proxy Statement.
Item 6(a) Exhibits - See Exhibit Index immediately following the signature
page.
Item 6(b) Reports on Form 8-K - Not Applicable.
13
<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.
Date: August 12, 1996
(Registrant) INTERCARGO CORPORATION
By: /s/ James R. Zuhlke
-------------------------------------
James R. Zuhlke
Chairman of the Board
President and Chief Executive
Officer
By: /s/ Ben M. Llaneta
----------------------------------------
Ben M. Llaneta
Assistant Secretary
14
<PAGE> 15
EXHIBIT INDEX
11.0 Computation of Earnings per share.
15
<PAGE> 1
EXHIBIT 11.0
INTERCARGO CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
(in thousands, except for per share data)
<TABLE>
<CAPTION>
For the six months
ended June 30,
1996 1995
------- -------
<S> <C> <C>
Primary
Net income $2,870 4,150
====== =====
Shares
Weighted average number of common shares outstanding 7,641 7,641
Additional dilutive effect of outstanding warrant and options
(as determined by the application of the treasury stock method) 21 22
------ -----
Weighted average number of common shares outstanding as adjusted 7,662 7,663
====== =====
Primary earnings per share $0.37 0.54
====== =====
Fully diluted
Net income $2,870 4,150
====== =====
Shares
Weighted average number of common shares outstanding 7,641 7,641
Additional dilutive effect of outstanding warrant and options
(as determined by the application of the treasury stock method) 21 29
------ -----
Weighted average number of common shares outstanding as adjusted 7,662 7,670
====== =====
Fully diluted earnings per share $0.37 0.54
====== =====
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 8,368
<SECURITIES> 64,630
<RECEIVABLES> 19,711
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 104,458
<PP&E> 3,635
<DEPRECIATION> 1,311
<TOTAL-ASSETS> 121,188
<CURRENT-LIABILITIES> 26,516
<BONDS> 9,735
<COMMON> 7,641
0
0
<OTHER-SE> 37,015
<TOTAL-LIABILITY-AND-EQUITY> 121,188
<SALES> 0
<TOTAL-REVENUES> 33,799
<CGS> 0
<TOTAL-COSTS> 31,643
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 342
<INCOME-PRETAX> 1,814
<INCOME-TAX> 604
<INCOME-CONTINUING> 1,210
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,870
<EPS-PRIMARY> .54
<EPS-DILUTED> .54
</TABLE>
