<PAGE>
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, 1997
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 0-27146
AMERIN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-3085148
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 E. Randolph Drive, 49th Floor, Chicago, IL 60601-7125
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 540-0078
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
--- ---
APPLICABLE ONLY TO ISSUER'S INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
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 1, 1997
----- -----------------------------
Voting Common Stock, $.01 per value 24,467,067
Nonvoting Common Stock, $.01 per value 1,656,909
<PAGE>
AMERIN CORPORATION
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements:
Condensed Consolidated Balance Sheets at
June 30, 1997 (unaudited) and December 31, 1996 ............ 1
Condensed Consolidated Statements of Operations for the
Three and Six Month Periods Ended June 30, 1997 and 1996
(unaudited)................................................. 2
Condensed Consolidated Statements of Cash Flows for the
Six Month Periods Ended June 30, 1997 and 1996 (unaudited).. 3
Notes to Condensed Consolidated Financial Statements
(unaudited)................................................. 4
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 5
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K ........................ 8
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Amerin Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
---------- ------------
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities available-for-sale at fair value $ 340,960 $ 308,076
Short-term investments 6,972 20,717
---------- ----------
Total investments 347,932 328,793
Cash and cash equivalents 696 1,176
Accrued investment income 5,255 4,393
Premiums receivable 5,340 5,833
Deferred policy acquisition costs 5,828 5,569
Leasehold improvements, furniture and equipment, at cost,
net of accumulated depreciation 6,163 4,368
Goodwill, net of accumulated amortization 2,208 2,282
Other intangibles, net of accumulated amortization --- 156
Current income taxes 525 ---
Other assets 2,840 2,254
---------- ----------
Total assets $ 376,787 $ 354,824
========== ==========
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
Liabilities:
Unearned premiums $ 20,648 $ 20,525
Loss reserves 24,004 18,730
Current income taxes --- 111
Deferred income taxes 1,172 289
Payable for securities 5,921 9,677
Accrued expenses and other liabilities 4,468 4,883
---------- ----------
Total liabilities 56,213 54,215
Common Stockholders' Equity:
Voting Common Stock, $.01 par, 50,000,000 shares authorized,
24,465,804 shares and 22,471,214 shares issued and
outstanding in 1997 and 1996, respectively 244 225
Nonvoting Common Stock, $.01 par, 50,000,000 shares
authorized, 1,656,909 shares and 3,609,625 shares issued and
outstanding in 1997 and 1996 17 36
Additional paid-in capital 316,336 315,863
Net unrealized investment gains 1,330 222
Retained earnings (deficit) 2,647 (15,737)
---------- ----------
Total common stockholders' equity 320,574 300,609
---------- ----------
Total liabilities and common stockholders' equity $ 376,787 $ 354,824
========== ==========
</TABLE>
See accompanying notes.
1
<PAGE>
Amerin Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1997 1996 1997 1996
----- ---- ---- ----
(unaudited)
(in thousands of dollars, except per share data)
<S> <C> <C> <C> <C>
Revenues:
Net premiums written................................ $ 21,913 $ 16,129 $ 42,337 $ 29,436
Increase (decrease) in unearned premiums............ --- (1,374) 67 (2,559)
-------- -------- -------- --------
Net premiums earned................................. 21,913 14,755 42,404 26,877
Net investment income............................... 4,590 4,082 9,073 8,123
Realized investment gains (losses).................. 7 (266) (15) (221)
-------- -------- -------- --------
Total revenues........................................ 26,510 18,571 51,462 34,779
Expenses:
Losses incurred..................................... 6,750 4,350 13,380 8,366
Policy acquisition costs............................ 2,755 2,157 5,294 4,111
Underwriting and other expenses..................... 3,496 2,742 7,112 5,100
-------- -------- -------- --------
Total expenses........................................ 13,001 9,249 25,786 17,577
-------- -------- -------- --------
Income before taxes................................... 13,509 9,322 25,676 17,202
Income taxes.......................................... 3,794 2,611 7,292 4,817
-------- -------- -------- --------
Net income............................................ $ 9,715 $ 6,711 $ 18,384 $ 12,385
======== ======== ======== ========
Net income per common share........................... $ 0.37 $ 0.25 $ 0.70 $ 0.47
======== ======== ======== ========
Average common and common equivalent shares
outstanding (in thousands).......................... 26,457.7 26,344.6 26,415.7 26,345.0
</TABLE>
See accompanying notes.
2
<PAGE>
Amerin Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Six months ended June 30,
1997 1996
---- ----
(unaudited)
(in the thousands of dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income.............................................................. $ 18,384 $ 12,385
Adjustments to reconcile net income to net cash
provided by operating activities:
Change in:
Accrued investment income and premiums receivable................... (369) (1,441)
Loss reserves....................................................... 5,274 4,787
Unearned premiums................................................... 123 2,559
Accounts payable and accrued expenses............................... (332) (586)
Federal income taxes................................................ (350) (517)
Policy acquisition costs deferred....................................... (5,270) (4,011)
Policy acquisition costs amortized...................................... 5,012 3,760
Depreciation and other amortization..................................... 693 561
Realized investment losses.............................................. 15 221
Other items, net........................................................ (426) (104)
-------- --------
Net cash provided by operating activities............................... 22,754 17,614
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of:
Fixed maturity securities............................................ (48,204) (164,459)
Property and equipment............................................... (2,266) (660)
Sale or maturity of:
Fixed maturity securities............................................ 13,009 21,713
Short-term investments, net.......................................... 13,746 125,960
Property and equipment............................................... 7 ---
-------- --------
Net cash used by investing activities.................................. (23,708) (17,446)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock............................................... 474 278
-------- --------
Net cash provided by financing activities.............................. 474 278
-------- --------
Net increase (decrease) in cash and cash equivalents................... (480) 446
Cash and cash equivalents at beginning of period....................... 1,176 1,054
-------- --------
Cash and cash equivalents at end of period............................. $ 696 $ 1,500
======== ========
</TABLE>
See accompanying notes.
3
<PAGE>
Amerin Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
June 30, 1997
(Unaudited)
1. ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the requirements of Form 10-Q.
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 management, all adjustments (consisting only
of normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three and six month periods
ended June 30, 1997, are not necessarily indicative of the results that may
be expected for the year ending December 31, 1997. For further information,
refer to the consolidated financial statements and footnotes thereto included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1996.
NET INCOME PER COMMON SHARE
Net income per share of common stock is determined by dividing net income by
the weighted average number of shares of common stock and common stock
equivalents (dilutive stock options) outstanding. Fully diluted net income
per share is equal to primary net income per share for the three and six
month periods ended June 30, 1997 and 1996.
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded. The impact of
the Statement does not change primary earnings per share for the three and
six month periods ended June 30, 1997 and 1996. The impact of Statement
128, if any, in the calculation of fully diluted earnings per share for
these periods is not expected to be material.
NEW AUTHORITATIVE PRONOUNCEMENTS
In June 1997, FASB issued FASB Statement No. 130, "Reporting Comprehensive
Income," which is effective for fiscal lyears beginning after December 15,
1997. This statement establishes standards for reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. The Company's comprehensive income will include net
income and the change in unrealized gainsand losses on investments.
In June, 1997 FASB also issued Statement No. 131 "Disclosures about Segments
of an Enterprise and Related Information," which establishes standards for
providing disclosures related to products and services, geographic areas, and
major customers. Management has not determined the impact of this Standard.
2. INCOME TAXES
The provision for income taxes varies from the statutory federal income tax
rate applied to income before taxes principally due to tax exempt interest.
4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30,
1996. Net premiums written for the three months ended June 30, 1997 were
$21.9 million compared to $16.1 million for the three months ended June 30,
1996, which represents a 36% increase. The increase was primarily
attributable to growth in insurance in force and related renewal premiums of
the Company's primary insurance subsidiary, Amerin Guaranty Corporation
("Amerin Guaranty"). Management believes that Amerin Guaranty was able to
increase revenues due primarily to increased use by existing lenders of the
Company's borrower-paid mortgage insurance, the addition of new, large
lenders which began doing business with the Company during 1996 and increased
sales of lender paid mortgage insurance. Amerin Guaranty's monthly premium
plan represented 87.9% of new insurance written for the three months ended
June 30, 1997 compared to 86.7% for the same period in 1996. Renewal
premiums for the three months ended June 30, 1997 increased 52.1% from the
comparable prior year period due primarily to the growth of insurance in
force throughout 1996, as well as increased popularity of the monthly premium
plan.
Net premiums earned increased by $7.1 million to $21.9 million for the
three months ended June 30, 1997 from $14.8 million for the three months
ended June 30, 1997. This increase was primarily due to the increase in
insurance written and in force in the 1997 period over the corresponding
portion of the 1996 period.
Net investment income of $4.6 million for the three months ended June 30,
1997 increased by $.5 (or 12%) over the same period in 1996 primarily due to
investment of the proceeds of Amerin Guaranty's net operating cash flows over
the course of 1996 and the first six months of 1997. Realized investment
gains for the three months ended June 30, 1997 were $7,000 compared
to realized investment losses of $.3 million for the same period in 1996.
The increase was due primarily to the sale in 1996 of a fixed income security
with a low yield relative to the prevailing interest rate environment.
Losses incurred in the three months ended June 30, 1997 were $6.8
million, compared to $4.4 million of losses incurred in the three months
ended June 30, 1996, as a result of the aging of the Company's policies.
Because of the Company's limited operating history, its loss experience is
expected to significantly increase as its policies age further. Policy
acquisition costs during the three months ended June 30, 1997 of $2.8 million
increased by $0.6 million (or 28%) compared to the same period in 1996
principally due to the growth in the level of marketing and underwriting
activity in connection with the increased production of new insurance written
in the 1997 period compared to the prior year period. Underwriting and other
expenses increased by $.7 million (or 27%) for the three months ended June
30, 1997 over the same period in 1996 due to the increase in insurance in
force and increases in various administrative and occupancy costs relating to
growth in the Company's personnel.
The Company's effective tax rate was 28% in the three months ended June
30, 1997 and June 30, 1996. The effective tax rate for the second quarter of
1997 and 1996 was below the statutory rate of 35%, reflecting the benefits of
tax-preferenced investment income.
As a result of the foregoing factors, the Company had net income of $9.7
million for the three months ended June 30, 1997, compared to net income of
$6.7 million for the same period in 1996.
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30,
1996. Net premiums written for the six months ended June 30, 1997 were
$42.3 million compared to $29.4 million for the six months ended June 30,
1996, which represents a 44% increase. The increase was largely attributable
to a 65% increase in renewal premiums. Management believes that Amerin
Guaranty was able to increase revenues due primarily to increased use by
existing lenders of the Company's borrower-paid mortgage insurance, the
addition of new, large lenders which began doing business with the Company in
1996 and increased sales of lender paid mortgage insurance. Amerin Guaranty's
monthly premium plan represented 89.3% of new
5
<PAGE>
insurance written for the six months ended June 30, 1997 compared to 85.4% for
the same period in 1996. Renewal premiums for the six months ended June 30,
1997 increased 65% from the comparable prior year period due primarily to the
growth of insurance in force throughout 1996, as well as increased popularity
of the monthly premium plan.
Net premiums earned increased by $15.5 million to $42.4 million for the
six months ended June 30, 1997 from $26.9 million for the six months ended
June 30, 1996. This increase was primarily due to the increase in insurance
written and in force in the 1997 period over the corresponding portion of the
1996 period.
Net investment income of $9.1 million for the first six months of 1997
increased by $1.0 million (or 12%) over the first six months of 1996
primarily due to investment of the proceeds of Amerin Guaranty's net
operating cash flows over the course of 1996 and the first six months of
1997. Realized investment losses for the first six months of 1997 were
$.02 million compared to realized investment losses of $.2 million for the
first six months of 1996. This decrease in realized losses was due primarily
to the sale in 1996 of a fixed income security with a low yield relative to
the prevailing interest rate environment, as well increased activity within
the existing portfolio required to maintain the desired composition of the
overall portfolio in accordance with the Company's investment strategy. As
of June 30, for both 1997 and 1996, the yields to maturity in the investment
portfolio were 5.7%, and the average durations of the investment portfolio
were 6.4 years and 6.5 years, respectively.
Losses incurred in the first six months of 1997 were $13.4 million ,
compared to $8.4 million of losses incurred in the first six months of 1996
as a result of the aging of the Company's policies. Because of the Company's
limited operating history, its loss experience is expected to significantly
increase as its policies age further. Policy acquisition costs during the
first six months of 1997 of $5.3 million increased by $1.2 million (or 29%)
compared to the first six months of 1996 principally due to the growth in
the level of marketing and underwriting activity in connection with the
increased production of new insurance written in the 1997 period compared to
the prior year period. Underwriting and other expenses increased by $2.0
million (or 39%) for the first six months of 1997 over the first six months
of 1996 due to the increase in insurance in force and increases in various
administrative and occupancy costs relating to growth in the Company's
personnel as well as $0.5 million expenses incurred in connection with the
Company's secondary offering completed on February 13, 1997.
The effective tax rate was 28% in the six months ended June 30, 1997 and
1996. The effective tax rate for the first six months of 1997 and 1996 was
below the statutory rate of 35%, reflecting the benefits of tax-preferenced
investment income.
As a result of the foregoing factors, the Company had net income of
$18.4 million for the first six months of 1997, compared to net income of
$12.4 million for the first six months of 1996.
LIQUIDITY AND CAPITAL RESOURCES
The liquidity and capital resources considerations are different for
Amerin Corporation and its principal insurance operating subsidiary, Amerin
Guaranty, as discussed below.
Amerin Corporation is a holding company whose principal assets are its
investments in Amerin Guaranty and Amerin Re. Amerin Corporation has no
operations of its own and no employees and has only limited needs for
liquidity to meet certain legal, accounting, tax and administrative expenses.
Amerin Corporation relies primarily on dividends and other permitted
distributions from Amerin Guaranty and Amerin Re as sources of funds. Amerin
Corporation does not currently have any committed lines of credit.
The principal sources of funds for Amerin Guaranty are premiums received
on new and renewal business, amounts earned from the investment of its
contributed capital as well as the investment of its cash flow and
commissions on ceded business and reimbursement of losses from reinsurers.
The principal uses of funds by Amerin Guaranty are the payment of claims and
related expenses, reinsurance premiums, other operating expenses
6
<PAGE>
and dividends to Amerin Corporation. Liquidity requirements are influenced
significantly by the level of claims incidence. Amerin Guaranty does not
currently have any committed lines of credit.
Amerin Guaranty generates substantial cash flows from operations as a
result of premiums being received in advance of the time when claim payments
are required. Cash flows generated from Amerin Guaranty's mortgage insurance
operations totaled $28.3 million and $20.5 million for the first six months
of 1997 and 1996, respectively. These operating cash flows, along with that
portion of the investment portfolio that is held in cash and highly liquid
securities, are available towards the liquidity requirements of Amerin
Guaranty. Amerin Guaranty's investment portfolio was $306.5 million at
June 30, 1997 and $291.3 million at December 31, 1996.
All of the Company's $341.0 million of fixed income securities at
June 30, 1997 are rated "investment grade," which is defined by the Company
as a security having a National Association of Insurance Commissioners
("NAIC") rating of 1 or 2 or an S&P rating ranging from "AAA" to "BBB-."
RISK TO CAPITAL RATIO. As a condition to maintenance of its
claims-paying ratings, the total amount of insurance risk that may be written
by Amerin Guaranty is limited to a multiple of 20 times its statutory capital
(which includes the contingency reserve) less the carrying value of
non-investment grade debt and tax and loss bonds and investments in
affiliates, or such higher or lower multiple as is reasonably determined by
the rating agency in its sole discretion. Amerin Guaranty has several
alternatives available to control its risk to capital ratio, including
obtaining capital contributions from the Company, purchasing reinsurance and
reducing the amount of new business written. A material reduction in
statutory capital, whether resulting from underwriting or investment losses
or otherwise, or a disproportionate increase in risk in force, could increase
the risk to capital ratio. An increase in the risk to capital ratio could
limit Amerin Guaranty's ability to write new business (which in turn could
materially adversely affect the Company's results of operations and
prospects). At June 30, 1997 and December 31, 1996, Amerin Guaranty's risk
to capital ratio was 15.2 to 1 and 13.3 to 1, respectively.
7
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
No matters were submitted to a vote of holders of the Company's securities
in the second quarter.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
See Exhibit Index on Page E-1 for exhibits filed with this report on
Form 10-Q.
b) Reports on Form 8-K
The Registrant did not file any reports on Form 8-K during the quarter for
which this report on Form 10-Q is filed.
8
<PAGE>
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.
AMERIN CORPORATION
Date: August 13, 1997 By: /s/ Gerald L. Friedman
-----------------------------------------
Gerald L. Friedman
Chairman of the Board and
Chief Executive Officer
Date: August 13, 1997 By: /s/ George G. Freudenstein
-----------------------------------------
George G. Freudenstein
Senior Vice President, Chief Financial
Office and Chief Administrative Officer
9
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Document Page
- ------- ----------------------- ----
11 Statement Regarding Computation of Earnings Per Share.
27.1 Financial Data Schedule.
10
<PAGE>
EXHIBIT 11
Amerin Corporation and Subsidiaries
Statement of Computation of Per Share Net Income
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Net income ............................................ $ 9,715 $ 6,711 $ 18,384 $ 12,385
-------- -------- --------- ---------
Average shares outstanding............................. 26,114 26,026 26,100 26,018
Common stock equivalents from dilutive stock
options, based on the treasury stock method using average
market price .......................................... 344 319 316 327
-------- -------- --------- ---------
Total shares -- primary basis...................... 26,458 26,345 26,416 26,345
Additional common stock equivalents from dilutive stock
options, based on the treasury stock method using closing
market price, if higher than average market price...... 49 17 33 9
-------- -------- --------- ---------
Total shares -- fully diluted...................... 26,507 26,362 26,449 26,354
-------- -------- --------- ---------
-------- -------- --------- ---------
Net income per share -- primary.......................... $ 0.37 $ 0.25 $ 0.70 $ 0.47
-------- -------- --------- ---------
-------- -------- --------- ---------
Net income per share -- fully diluted.................... $ 0.37 $ 0.25 $ 0.70 $ 0.47
-------- -------- --------- ---------
-------- -------- --------- ---------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED FINANCIAL STATEMENTS AND RELATED NOTES OF AMERIN CORPORATION AND
SUBSIDIARIES FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<DEBT-HELD-FOR-SALE> 340,960
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 347,932
<CASH> 696
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 5,828
<TOTAL-ASSETS> 376,787
<POLICY-LOSSES> 24,004
<UNEARNED-PREMIUMS> 20,648
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 261<F1>
<OTHER-SE> 320,313
<TOTAL-LIABILITY-AND-EQUITY> 376,787
42,404
<INVESTMENT-INCOME> 9,073
<INVESTMENT-GAINS> (15)
<OTHER-INCOME> 0
<BENEFITS> 13,380
<UNDERWRITING-AMORTIZATION> 5,294
<UNDERWRITING-OTHER> 7,112
<INCOME-PRETAX> 25,676
<INCOME-TAX> 7,292
<INCOME-CONTINUING> 18,384
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,384
<EPS-PRIMARY> .70
<EPS-DILUTED> .70
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0<F2>
<PROVISION-PRIOR> 0<F2>
<PAYMENTS-CURRENT> 0<F2>
<PAYMENTS-PRIOR> 0<F2>
<RESERVE-CLOSE> 0<F2>
<CUMULATIVE-DEFICIENCY> 0<F2>
<FN>
<F1>COMMON STOCK AT PAR VALUE.
<F2>AVAILABLE ON AN ANNUAL BASIS ONLY.
</FN>
</TABLE>
