<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 March 31, 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 May 1, 1997
----- --------------------------
Voting Common Stock, $.01 par value 24,454,699
Nonvoting Common Stock, $.01 par value 1,656,909
<PAGE>
AMERIN CORPORATION
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements:
Condensed Consolidated Balance Sheets at
March 31, 1997 (unaudited) and December 31, 1996 . . . . . . . . 1
Condensed Consolidated Statements of Income for the
Three Month Periods Ended March 31, 1997 and 1996 (unaudited). . 2
Condensed Consolidated Statements of Cash Flows for the
Three Month Periods Ended March 31, 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. . . . . . . . . . . . . . 10
i
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Amerin Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
--------- ------------
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities available-for-sale at fair value . . . . . . . . . . . . . . . . . . $317,129 $308,076
Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,528 20,717
-------- --------
Total investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 326,657 328,793
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,831 1,176
Accrued investment income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,458 4,393
Premiums receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,036 5,833
Deferred policy acquisition costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,534 5,569
Leasehold improvements, furniture and equipment, at cost,
net of accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,452 4,368
Goodwill, net of accumulated amortization. . . . . . . . . . . . . . . . . . . . . . . . . 2,245 2,282
Other intangibles, net of accumulated amortization . . . . . . . . . . . . . . . . . . . . 75 156
Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,771 --
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,334 2,254
-------- --------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $355,393 $354,824
-------- --------
-------- --------
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
Liabilities:
Unearned premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20,468 $20,525
Loss reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,488 18,730
Current income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,052 111
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 289
Payable for securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 9,677
Accrued expenses and other liabilities. . . . . . . . . . . . . . . . . . . . . . . . 3,312 4,883
-------- --------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,320 54,215
Common Stockholders' Equity:
Voting Common Stock, $.01 par, 50,000,000 shares authorized,
24,454,699 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, respectively . . . . . . . . . . . . . . . . . . . . . . . . . 17 36
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316,205 315,863
Net unrealized investment gains (losses). . . . . . . . . . . . . . . . . . . . . . . (3,324) 222
Retained-earnings deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,069) (15,737)
-------- --------
Total common stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 306,073 300,609
-------- --------
Total liabilities and common stockholders' equity. . . . . . . . . . . . . . . . . . . . . $355,393 $354,824
-------- --------
-------- --------
</TABLE>
See accompanying notes.
1
<PAGE>
Amerin Corporation and Subsidiaries
Condensed Consolidated Statements of Income
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH
31,
------------------------
1997 1996
----------- -----------
(unaudited)
(in thousands of dollars, except
per share data)
<S> <C> <C>
Revenues:
Net premiums written . . . . . . . . . . . . . . . . . . . $ 20,424 $ 13,307
Decrease (increase) in unearned premiums . . . . . . . . . 67 (1,185)
--------- ---------
Net premiums earned. . . . . . . . . . . . . . . . . . . . 20,491 12,122
Net investment income. . . . . . . . . . . . . . . . . . . 4,483 4,041
Realized investment gains (losses) . . . . . . . . . . . . (22) 45
--------- ---------
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . 24,952 16,208
Expenses:
Losses incurred. . . . . . . . . . . . . . . . . . . . . . 6,630 4,016
Policy acquisition costs . . . . . . . . . . . . . . . . . 2,539 1,954
Underwriting and other expenses. . . . . . . . . . . . . . 3,616 2,358
--------- ---------
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . 12,785 8,328
--------- ---------
Net income before income taxes . . . . . . . . . . . . . . . . . 12,167 7,880
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 3,498 2,206
--------- ---------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,669 $ 5,674
--------- ---------
--------- ---------
Net income per common share. . . . . . . . . . . . . . . . . . . $0.33 $0.22
--------- ---------
--------- ---------
Average common and common equivalent shares
outstanding (in thousands). . . . . . . . . . . . . . . . . . . 26,374.4 26,342.7
</TABLE>
See accompanying notes.
2
<PAGE>
Amerin Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
1997 1996
----------- ----------
(UNAUDITED)
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,669 $ 5,674
Adjustments to reconcile net income to net cash
provided by operating activities:
Change in:
Accrued investment income and premiums receivable. . . . . . . . 731 (1,844)
Loss reserves. . . . . . . . . . . . . . . . . . . . . . . . . . 3,758 3,128
Unearned premiums. . . . . . . . . . . . . . . . . . . . . . . . (57) 1,185
Accounts payable and accrued expenses. . . . . . . . . . . . . . (1,529) (954)
Federal income taxes . . . . . . . . . . . . . . . . . . . . . . 2,791 1,551
Policy acquisition costs deferred . . . . . . . . . . . . . . . . . . (2,360) (1,812)
Policy acquisition costs amortized. . . . . . . . . . . . . . . . . . 2,395 1,789
Depreciation and other amortization . . . . . . . . . . . . . . . . . 334 308
Realized investment losses (gains). . . . . . . . . . . . . . . . . . 22 (45)
Other items, net. . . . . . . . . . . . . . . . . . . . . . . . . . . (1,016) (831)
-------- -------
Net cash provided by operating activities . . . . . . . . . . . . . . 13,738 8,149
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of:
Fixed maturity securities. . . . . . . . . . . . . . . . . . . . (31,768) (156,841)
Property and equipment . . . . . . . . . . . . . . . . . . . . . (300) (219)
Sale or maturity of:
Fixed maturity securities. . . . . . . . . . . . . . . . . . . . 7,453 15,739
Short-term investments, net. . . . . . . . . . . . . . . . . . . 11,189 132,614
Property and equipment . . . . . . . . . . . . . . . . . . . . . 1 --
-------- -------
Net cash used by investing activities . . . . . . . . . . . . . . . (13,425) (8,707)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock. . . . . . . . . . . . . . . . . . . . . . . 342 --
-------- -------
Net cash provided by financing activities . . . . . . . . . . . . . . 342 --
-------- -------
Net increase (decrease) in cash and cash equivalents. . . . . . . . . 655 (558)
Cash and cash equivalents at beginning of period. . . . . . . . . . . 1,176 1,054
-------- -------
Cash and cash equivalents at end of period. . . . . . . . . . . . . . $1,831 $ 496
-------- -------
-------- -------
</TABLE>
See accompanying notes.
3
<PAGE>
Amerin Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
March 31, 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 month period ended March 31, 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 months ended
March 31, 1997 and 1996.
In February 1997, the Financial Accounting Standards Board 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 first quarters ended March 31, 1997 and 1996.
The impact of Statement 128, if any, in the calculation of fully diluted
earnings per share for these quarters is not expected to be material.
2. INCOME TAXES
The provision for income taxes varies from the statutory federal income tax rate
applied to income before income 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 MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31,
1996. Net premiums written for the three months ended March 31, 1997 were $20.4
million compared to $13.3 million for the three months ended March 31, 1996,
which represents a 53% 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 91.2% of
new insurance written for the three months ended March 31, 1997 compared to
83.6% for the same period in 1996. Renewal premiums for the three months ended
March 31, 1997 increased 81.5% 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 $8.4 million to $20.5 million for the
three months ended March 31, 1997 from $12.1 million for the three months ended
March 31, 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 $4.5 million for the three months ended March
31, 1997 increased by $0.4 million (or 11%) 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 first quarter of 1997.
Realized investment losses for the three months ended March 31, 1997 were
$.02 million compared to realized investment gains of $0.04 million for the
same period in 1996. This decrease reflected lower sales activity within the
portfolio in order to maintain the Company's desired composition of the
investment portfolio.
Losses incurred in the three months ended March 31, 1997 were $6.6 million,
compared to $4.0 million of losses incurred in the three months ended March 31,
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 March 31, 1997 of $2.5 million increased by $0.6
million (or 30%) 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 $1.3
million (or 53%) for the three months ended March 31, 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
as well as $0.5 million of expenses incurred in connection with the Company's
secondary offering completed on February 13, 1997.
5
<PAGE>
The Company's effective tax rate was 29% in the three months ended March
31, 1997, compared to 28% in the same period in 1996. The effective tax rate
for the first quarter of 1997 was below the statutory rate of 35%, principally
reflecting the benefits of tax-exempt investment income.
As a result of the foregoing factors, the Company had net income of $8.7
million for the three months ended March 31, 1997, compared to net income of
$5.7 million for the same period in 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 Corporation ("Amerin Re"). The
Company 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. The Company relies primarily on dividends and other permitted
distributions from Amerin Guaranty and Amerin Re as sources of funds. The
Company 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 currently the payment of claims and related
expenses, reinsurance premiums, other operating expenses and may in the future
include the payment of 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 $14.1 million and $8.4 million for the first three months of
1997 and the first three months of 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 $288.3
million at March 31, 1997 and $291.3 million at December 31, 1996.
All of the Company's $317.1 million of fixed income securities at March 31,
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
6
<PAGE>
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 March 31, 1997 and December 31, 1996, Amerin
Guaranty's risk to capital ratio was 14.3 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 third 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: May 13, 1997 By: /s/ GERALD L. FRIEDMAN
--------------------------------
Gerald L. Friedman
Chairman of the Board and
Chief Executive Officer
Date: May 13, 1997 By: /s/ GEORGE G. FREUDENSTEIN
--------------------------------
George G. Freudenstein
Senior Vice President, Chief Financial
Officer 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.
E-1
<PAGE>
EXHIBIT 11
Amerin Corporation and Subsidiaries
Statement of Computation of Per Share Net Income
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1997 1996
------------- -------------
(in thousands, except per share
amounts)
<S> <C> <C>
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . $8,669 $5,674
-------- --------
-------- --------
Average shares outstanding . . . . . . . . . . . . . . . . . . 26,086 26,010
Common stock equivalents from dilutive
stock options, based on the treasury
stock method using average market
price . . . . . . . . . . . . . . . . . . . . . . . . . . 288 333
-------- --------
Total shares -- primary basis . . . . . . . . . . . . . . 26,374 26,343
Additional common stock equivalents from dilutive stock
options, based on the treasury stock method using closing
market price, if higher than average market price . . . . . . -- 4
-------- --------
Total shares -- fully diluted . . . . . . . . 26,374 26,347
-------- --------
-------- --------
Net income per share -- primary. . . . . . . . . . $0.33 $0.22
-------- --------
-------- --------
Net income per share -- fully diluted. . . . . . . $0.33 $0.22
-------- --------
-------- --------
</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 MONTHES ENDED MARCH 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<DEBT-HELD-FOR-SALE> 317,129
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 326,657
<CASH> 1,831
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 5,534
<TOTAL-ASSETS> 355,393
<POLICY-LOSSES> 22,488
<UNEARNED-PREMIUMS> 20,468
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 261<F1>
<OTHER-SE> 305,812
<TOTAL-LIABILITY-AND-EQUITY> 355,393
20,491
<INVESTMENT-INCOME> 4,483
<INVESTMENT-GAINS> (22)
<OTHER-INCOME> 0
<BENEFITS> 6,630
<UNDERWRITING-AMORTIZATION> 2,539
<UNDERWRITING-OTHER> 3,616
<INCOME-PRETAX> 12,167
<INCOME-TAX> 3,498
<INCOME-CONTINUING> 8,669
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,669
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
<RESERVE-OPEN> 0<F2>
<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>
