<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(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, 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 0-22067
NATIONAL AUTO FINANCE COMPANY, INC
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 65-0688619
- -------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
621 N.W. 53rd Street, Suite 200,
Boca Raton, Florida 33487
- ------------------------------------------ ---------------------------------
(Address of principal executive offices) (Zip Code)
(561) 997-2413
----------------------------------------------------------------
(Registrant's telephone number, including area code)
No change
--------------------------------------------------------
(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 7,026,000 shares of common stock, $.01 par value outstanding as of
May 9, 1997.
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NATIONAL AUTO FINANCE COMPANY, INC
INDEX TO FORM 10-Q
<TABLE>
<S> <C>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)............................................... 4
Consolidated Balance Sheets:
March 31, 1997 and December 31, 1996....................................... 4
Consolidated Statements of Operations:
Three Months Ended March 31, 1997 and 1996................................. 5
Consolidated Statement of Stockholders' Equity as of March 31, 1997............ 6
Consolidated Statements of Cash Flows:
Three Months Ended March 31, 1997 and 1996................................. 7
Notes to Consolidated Financial Statements..................................... 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................. 12
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................................... 20
SIGNATURE ........................................................................... 21
EXHIBIT INDEX........................................................................... 22
Exhibit 11. Computation of Earnings Per Common Share.......................... 23
Exhibit 27. Financial Data Schedule........................................... 24
</TABLE>
2
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FORWARD-LOOKING STATEMENTS
When used in this Quarterly Report on Form 10-Q or future filings by the Company
(as defined below) with the Securities and Exchange Commission (the
"Commission"), in the Company's press releases or other public or stockholder
communications, or in oral statements made with the approval of an authorized
executive officer, the words or phrases "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project" or similar expressions
are intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. The Company wishes to caution
readers not to place undue reliance on any such forward-looking statements,
which speak only as of the date made, and to advise readers that various
factors, including regional and national economic conditions, substantial
changes in levels of market interest rates, credit and other risks of lending
and investment activities and competitive and regulatory factors could affect
the Company's financial performance and could cause the Company's actual results
for future periods to differ materially from those anticipated or projected.
The Company does not undertake and specifically disclaims any obligation to
update any forward-looking statements to reflect the occurrence of anticipated
or unanticipated events or circumstances after the date of such statements.
3
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- --------------------------------------------------------------------------------
Part I.
- --------------------------------------------------------------------------------
Item 1. Financial Statements
NATIONAL AUTO FINANCE COMPANY, INC.
Consolidated Balance Sheets (unaudited)
March 31, 1997 and December 31, 1996
(dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- ----------
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 10,897 $ 5,066
Retained interest in securitizations 26,361 23,404
Finance receivables, net 1,038 --
Fixed assets, net 732 515
Deferred financing costs 1,039 1,849
Other assets 1,725 367
---------- ----------
Total assets $ 41,792 $ 31,201
========== ==========
LIABILITIES:
Accounts payable and accrued expenses $ 1,990 $ 1,771
Due to National Auto Finance Corporation -- 178
Deferred income taxes 4,959 --
Accrued interest payable-related parties 84 144
Accrued interest payable-senior subordinated notes 200 339
Junior subordinated notes-related parties 2,032 7,218
Senior subordinated notes 12,000 12,000
---------- ----------
Total liabilities 21,265 21,650
---------- ----------
Mandatorily redeemable preferred stock series
A - $.01 par value, $1,000 stated
value; 1,000,000 shares authorized,
2,295 shares outstanding redeemable in
January 2005; stated at redemption value 2,322 --
STOCKHOLDERS' EQUITY:
Common stock -$.01 par value, 20,000,000
shares authorized, 7,026,000 shares
outstanding 70 --
Paid in capital 19,391 --
Accumulated deficit (1,256) --
Equity of predecessor entity -- 9,551
---------- ----------
Total stockholders' equity 18,205 9,551
---------- ----------
Total liabilities, mandatorily redeemable
preferred stock and stockholders' equity $ 41,792 $ 31,201
========== ==========
</TABLE>
See accompanying notes to the consolidated financial statements.
4
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NATIONAL AUTO FINANCE COMPANY, INC.
Consolidated Statements of Operations (unaudited)
For the Three Months Ended March 31, 1997 and 1996
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
REVENUE:
Securitization related income $ 2,052 $ 2,397
Servicing income 537 141
Interest income 167 3
Other income 41 50
----------- -----------
Total revenue 2,797 2,591
----------- -----------
EXPENSES:
Interest expense 415 150
Salaries and employee benefits 1,324 661
Direct loan acquisition expenses 701 339
Servicing expenses 612 222
Depreciation and amortization 179 96
Other operating expenses 753 321
----------- -----------
Total expenses 3,984 1,789
----------- -----------
Income (loss) before income taxes (1,187) 802
Income taxes (benefit) (457) 301(1)
----------- -----------
Net income (loss)before taxes from reorganization of
partnership (730) 501
Income taxes from reorganization of Partnership 5,416 --
----------- -----------
Net income (loss) (6,146)(2) 501
----------- -----------
Less preferred stock dividends 27 --
----------- -----------
Net income (loss) available for common shareholders $ (6,173) $ 501
=========== ===========
Loss per share as adjusted $ (0.89)(2)
===========
Loss per share $ (0.11)
===========
Pro forma earnings per share $ 0.12
===========
Weighted average shares and share equivalents 6,898
===========
Pro forma shares outstanding 4,230
===========
</TABLE>
- --------------------------
(1) Pro forma income taxes for the three-month period ended March 31, 1996
calculated as if the Company had operated as a "C" corporation.
(2) Includes the effects of a one-time, non-cash charge for deferred income
taxes arising from the reorganization of the Company from a partnership
form to a taxable corporate form in connection with the Company's initial
public offering in January 1997.
See accompanying notes to the consolidated financial statements.
5
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NATIONAL AUTO FINANCE COMPANY, INC.
Consolidated Statement of Stockholders' Equity (unaudited)
For the Three Months Ended March 31, 1997
(dollars in thousands)
<TABLE>
<CAPTION>
Retained Equity of
Common Paid in Earnings Predecessor
Stock Capital (Deficit) Entity Total
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance as of December 31, 1996 9,551 9,551
Net income from January 1, 1997 through
Reorganization on January 29, 1997 526 526
Assets retained by partnership (31) (31)
-------- --------
Balance as of January 29, 1997 10,046 10,046
Exchange of predecessor equity for stock
in connection with Reorganization on
January 29, 1997 42 7,709 (10,046)(1) (2,295)
Issuance of 496,000 shares of common stock
in exchange for deferred interest on Senior
Subordinated Notes 5 164 169
Deferred income taxes recorded in connection
with Reorganization (5,416) (5,416)
Issuance of 2,300,000 shares of common stock in
initial public offering, net of costs 23 16,961 16,984
Dividends on mandatorily redeemable
preferred stock (27) (27)
Net loss subsequent to Reorganization (1,256) (1,256)
-------- -------- -------- -------- --------
Balance as of March 31, 1997 70 19,391 (1,256) 0 18,205
======== ======== ======== ======== ========
</TABLE>
- --------------------------
(1) $2,295 of such amount was attributed to mandatorily redeemable preferred
stock.
See accompanying notes to the consolidated financial statements.
6
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NATIONAL AUTO FINANCE COMPANY, INC.
Consolidated Statements of Cash Flows (unaudited)
For the Three Months Ended March 31, 1997 and 1996
(dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------------
1997 1996
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (6,146) $ 501
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH USED IN OPERATING
ACTIVITIES:
Securitization related income (2,052) (2,397)
Depreciation expense 37 20
Provision for credit losses 77 --
Purchases of Loans held for sale (34,909) (13,870)
Proceeds from transfer of loans to master trust 33,813 13,870
Cash flows from retained interest released to Company 3,331 392
Cash deposits to spread accounts (3,835) --
Amortization of deferred financing costs 68 37
Amortization of deferred placement costs 74 15
CHANGES IN OTHER ASSETS AND LIABILITIES:
Other assets (1,429) (155)
Accounts payable and accrued expenses (67) 196
Accrued interest payable-related parties (59) 132
Accrued interest payable-senior subordinated debt (139) --
Income taxes 4,959 301
---------- ----------
Net cash used in operating activities (6,277) (958)
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed assets purchased (287) (28)
---------- ----------
Net cash used in investing activities (287) (28)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from junior subordinated notes-related parties -- 545
Principal payments on junior subordinated notes-related parties (5,186) (590)
Proceeds from initial public offering 17,759 --
Preferred equity partners' contributions -- 335
Due to National Auto Finance Corporation (178) --
---------- ----------
Net cash provided by financing activities 12,395 290
---------- ----------
Net increase (decrease) in cash and cash equivalents 5,831 (696)
Cash and cash equivalents at beginning of period 5,066 824
---------- ----------
Cash and cash equivalents at end of period $ 10,897 $ 128
========== ==========
</TABLE>
See accompanying notes to the consolidated financial statements.
7
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NATIONAL AUTO FINANCE COMPANY, INC.
Notes to the Consolidated Financial Statements
March 31, 1997
(unaudited)
(1) BASIS OF PRESENTATION
The financial statements presented herein, to the extent that they relate
to periods (i) prior to January 1, 1997, are the consolidated financial
statements of the National Auto Partnership and the ACCH Partnership, and
(ii) after December 31, 1996 are the financial statements of National Auto
Finance Company, Inc., and subsidiaries (the "Company").
The accompanying unaudited interim financial statements have been prepared
pursuant to the rules and regulations for reporting on Form 10-Q.
Accordingly, certain information and footnotes required by generally
accepted accounting principles for complete financial statements are not
included herein. The interim statements should be read in conjunction with
the financial statements and notes thereto included in the Company's latest
Annual Report on Form 10-K (capitalized terms used herein and not defined
shall have the meanings ascribed to them in such Form 10-K).
Interim statements are subject to possible adjustments in connection with
the annual audit of the Company's accounts for the full year 1997; in the
Company's opinion, all adjustments necessary for a fair presentation of
these interim statements have been included and are of a normal and
recurring nature. The results for the interim periods are not necessarily
indicative of results for a full year. Certain amounts in the March 31,
1996 financial statements have been reclassified to conform with current
financial statement presentation.
In conjunction with the reorganization from a partnership form to a taxable
corporate form, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."
Under the asset and liability method of Statement 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and operating loss
and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax liabilities of a change in tax rates is
recognized in income in the three month period ended March 31, 1997. The
cumulative effect of this change in accounting for income taxes was a
non-cash charge of $5.4 million.
In June 1996, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 125, Accounting for Transfers and Servicing of Financial Assets and
Extinquishment of Liabilities ("SFAS No. 125"). This statement specifies
when financial assets and liabilities are to be removed from an entity's
financial statements, the accounting for servicing assets and liabilities
and the accounting for assets that can be contractually prepaid in such a
way that the holder would not recover substantially all of its recorded
investment. Under SFAS No. 125, an entity recognizes only assets it
controls and liabilities it has incurred, discontinues recognition of
assets only when control has been surrendered, and discontinues recognition
of liabilities only when they have been extinguished. SFAS No. 125 requires
that the selling entity continue to carry retained interests relating to
assets it no longer recognizes. Such retained interests are based on the
relative fair values of the retained interests of the subject assets at the
date of transfer. The Company refers to such retained interests as
"Retained Interest in Securitizations", consisting of several components
including the "excess spread receivable" ("Excess Spread Receivable" or the
"ESR"). Retained interests are recorded at fair value and periodically
measured in the same manner as investments classified as available for sale
or trading under Statement of Financial Accounting Standards No. 115.
Effective January 1, 1997, the Company adopted SFAS No. 125.
Loans that are purchased by the Company are sold on a daily basis in a
two-step securitization program as described below. Securitization related
income or loss is recognized (1) upon transfer of Loans to the Master Trust
based upon the amount of cash received upon transfer of such Loans
generally equal to the Company's purchase price of the Loan and (2) an
estimate of the Company's residual interest in the Master Trust (which
constitutes a portion of Retained Interest in Securitizations.) The value
of the Company's residual interest in the Master Trust is determined by
estimating the fair value of amounts to be received from the Master Trust
and the subsequent "Permanent Securitizations".
8
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NATIONAL AUTO FINANCE COMPANY, INC.
Notes to the Consolidated Financial Statements
March 31, 1997
(unaudited)
The Retained Interest in Securitizations is classified as a trading
security for financial reporting purposes with changes in fair value either
credited or charged to the statement of operations.
The Company is aware of a limited market for the purchase or sale of its
Over-Collateralization Accounts (a portion of its Retained Interest in
Securitizations), but is not aware of an active market for the purchase or
sale of the other components of its Retained Interest in Securitizations
(ESRs and Cash Spread Accounts) and accordingly, the Company has determined
the estimated fair value of the Retained Interest in Securitizations at
March 31, 1997 by the following process:
1. The Company has estimated the timing and amount of cash flows to be
received from Loans transferred to each securitization trust based upon
assumptions relating to estimates of defaults, loss severity,
prepayments and normal principal and interest amortization (cash-in);
2. The Company has calculated the timing and amount of the total remaining
principal and interest to be paid to the securitization investors given
the assumptions noted above and the contractual requirements of each
securitization;
3. The Company has estimated the total amount to be paid by each
securitization trust for servicing, insurance and other costs and the
timing of such payments;
4. The estimated cash payments described in (2) and (3) above have been
subtracted from the estimated cash-in to determine the estimated Excess
Spread Receivable (ESR) for each month.
5. The Company has estimated the required Cash Spread Account balance for
each securitization trust for each period given the requirements of
each trust and the impact of the assumptions noted above. The Company
has then calculated the amount of Excess Spread Receivable to be added
to the Cash Spread Account or the amount of the Cash Spread Account to
be released to the Company each month.
6. The estimated amount of cash available to the Company as described in
(5), represents the Company's estimate of the "cash-out" of the
securitization.
7. The fair value of cash-out over the remaining life of the
securitization has been determined by discounting the estimated
cash-out at a rate management believes an investor would require for a
stream of cash flows with similar risk characteristics.
8. The Company has compared the fair value of cash-out for each
securitization trust to the Retained Interest in Securitizations for
each securitization trust. Adjustments to fair value or impairments are
charged to securitization related income (loss).
(2) RETAINED INTEREST IN SECURITIZATIONS
Retained Interest in Securitizations were as follows at March 31, 1997
and December 31, 1996:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- ----------
(dollars in thousands)
<S> <C> <C>
Spread Accounts $ 7,185 $ 8,221
Excess Spread Receivables 19,176 15,183
---------- ----------
$ 26,361 $ 23,404
========== ==========
</TABLE>
9
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NATIONAL AUTO FINANCE COMPANY, INC.
Notes to the Consolidated Financial Statements
March 31, 1997
(unaudited)
Assumptions used to value the Retained Interest in Securitizations at March
31, 1997 were as follows:
<TABLE>
<S> <C>
Weighted average cumulative net loss rate 7.00%
Weighted average cumulative prepayment rate 20.64%
Discount rate 11.00%
Level of required Cash Spread Account 0% to 7%
Rate of interest on Cash Spread Account 5.50%
Weighted average yield on Loans 18.80%
</TABLE>
In January 1995, the Company began using a revolving securitization
facility pursuant to which the Company sells its Loans on a daily basis to
a bankruptcy-remote special purpose subsidiary trust ("Funding Trust"),
which in turn transfers such Loans to the Master Trust. The Company
retains, through Funding Trust, certain residual interests in future excess
cash flows from the Master Trust, in exchange for the transfer of Loans to
the Master Trust.
Periodically, the Master Trust refinances its Loans through the transfer of
the Loans (and Company's retained interest or ESR) to separate permanent
trusts. The payment of the principal and interest on those securities has
been insured by a payment guaranty issued by Financial Security Assurance,
Inc. ("FSA"). The proceeds of the transactions are used by the Master Trust
to repay the financing of the Master Trust. The Master Trust then commences
re-borrowing to finance its purchase of additional Loans from the Company
through Funding Trust.
During the three months ended March 31, 1997 and 1996, the following
activity took place with respect to securitization:
<TABLE>
<CAPTION>
March 31,
--------------------------
1997 1996
----------- ----------
(dollars in thousands)
<S> <C> <C>
Original customer principal balance of Loans sold,
as of period end $ 35,712 $ 14,612
=========== ==========
Securitization related income $ 2,052 $ 2,397
=========== ==========
Remaining principal balance of Loans sold since
inception, as of period end $ 127,094 $ 53,534
=========== ==========
Weighted average coupon rate on Loans sold
as of period end 18.80% 18.40%
=========== ==========
</TABLE>
(3) JUNIOR SUBORDINATED NOTES
The debt is payable on January 31, 2002 to principal equity holders of the
National Auto Partnership and certain affiliates and carries interest at
eight percent. Interest expense recognized for this debt for the periods
ending March 31, 1997 and 1996 was $84,129 and $140,289, respectively.
(4) SENIOR SUBORDINATED DEBT
In August 1996, the Company completed a $12 million senior subordinated
debt financing with J.P. Morgan Investment Management, Inc., acting on
behalf of certain institutional investors (the "Morgan Group"). The
principal amount of the senior subordinated debt is due in August 2001 and
carries a 10% coupon payable quarterly. Prior to the consummation of the
Offering, there was also an additional 3% deferred-interest coupon that
accrued interest on a compounded basis and was payable in August 2006, but
was converted into 470,000
10
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NATIONAL AUTO FINANCE COMPANY, INC.
Notes to the Consolidated Financial Statements
March 31, 1997
(unaudited)
shares of the Common Stock upon the consummation of the Offering. Through
January 29, 1997, the Company accrued the additional 3% interest on the
deferred-interest coupon, which amount totaled approximately $169,000 at
January 29, 1997. On January 29, 1997, upon the conversion of such coupon
to equity, such amounts were accounted for as paid-in capital of the
Company. The senior subordinated debt generally prohibits the payment of
dividends on Common Stock following consummation of an initial public
offering of Common Stock so long as any amount remains outstanding on such
debt.
(5) STOCK OPTION PLAN
In 1996 the Board of Directors of the Company adopted a share incentive
plan (the "1996 Share Incentive Plan"). The 1996 Share Incentive Plan is
intended to provide incentives which will attract, retain and motivate
highly competent persons, each of whom will contribute to the success and
future growth and profitability of the Company, as executive management,
employees and directors of the Company and of any parent or subsidiary of
the Company, by providing them the opportunity to acquire shares of Common
Stock or to receive monetary payments based on the value of such shares
pursuant to certain benefits contemplated by the 1996 Share Incentive Plan.
Furthermore, the 1996 Share Incentive Plan is intended to assist in
aligning the interests of the Company's executive management, employees and
directors with those if its stockholders. The 1996 Share Incentive Plan
provides for the granting of certain benefits in any one or a combination
of (i) stock options, (ii) stock appreciation rights, (iii) stock awards,
(iv) performance awards and (v) stock units. The aggregate number of shares
of Common Stock that may be subject to such benefits, including stock
options, is 500,000 shares (subject to adjustment in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split, reverse stock split, split up, spinoff, combination of shares,
exchange of shares, dividend in kind or other like change in capital
structure or distribution). On January 29, 1997, stock options with respect
to an aggregate of 260,000 shares of Common Stock were granted to eleven
key employees and one director at the fair market value at the date of
grant ($8.50). All employee stock options vest one-third immediately,
one-third in 1998 and one-third in 1999, and director stock options vest in
1998. All stock options expire 10 years from date of grant.
11
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NATIONAL AUTO FINANCE COMPANY, INC.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
March 31, 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following management's discussion and analysis provides information
regarding the Company's financial condition as of March 31, 1997 and 1996, and
its results of operations for the three months ended March 31, 1997 and 1996.
This management's discussion and analysis should be read in conjunction with (i)
the Company's Financial Statements and the related notes and (ii) the Company's
Annual Report on Form 10-K with respect to the fiscal year ended December 31,
1996 (Capitalized terms used but not defined herein have the meanings set forth
in such Form 10-K). The ratios and percentages provided below are calculated
using detailed financial information contained in the Company's Financial
Statements, the notes thereto and the other financial data included elsewhere in
this report.
OVERVIEW
The Company is a specialized consumer finance company engaged in the purchase,
securitization and servicing of Non-Prime Consumer Loans originated by Dealers.
The Company acquires Loans principally from manufacturer-franchised Dealers in
connection with their sale of new and used automobiles to Non-Prime Consumers.
Until the Company's initial public offering of Common Stock on January 29, 1997,
the Company operated as two limited partnerships. As such, the income tax
effects of all earnings or losses of the Company were passed directly to the
partners and no provisions for income taxes were required.
The Company's plan of operation for 1997 is to increase the number of Loans that
it purchases, securitizes and services by:
1. Utilizing its Dealer Relations managers to market the Company's
products and services directly to dealers.
2. Continuing the implementation of the First Union Strategic Alliance,
including the expansion throughout First Union National Bank's ("First
Union") Southeastern and Northeastern Franchises.
3. Establishing strategic referral and marketing alliances with several
smaller financial institutions and Dealer groups.
4. Strategically purchasing portfolios of Non-Prime Consumer Loans that
meet the Company's strict underwriting criteria from third party
originators.
The Company believes that the net proceeds of the initial public offering
completed on January 29, 1997, together with the net proceeds of subordinated
debt borrowings from certain affiliates of the Company and from institutional
investors, will be sufficient to meet the Company's cash requirements and fund
operations for approximately the next 9 to 12 months, assuming the Company
completes additional Permanent Securitizations.
HISTORICAL DEVELOPMENT AND GROWTH
From the inception of the Company in October 1994 through January 16, 1995, the
primary source of revenue for the Company was net interest income on Loans
purchased by the Company. In January 1995, the Company began using a Revolving
Securitization pursuant to which the Company sells its Loans on a daily basis to
the Master Trust. The Revolving Securitization was implemented effective January
16, 1995. On that date, the Company sold to the Master Trust 407 Loans
(approximately $5 million principal amount) that were purchased by the Company
from October 12, 1994 through January 16, 1995. Thereafter, the Company
commenced selling Loans purchased by it to the Master Trust on a daily basis.
12
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NATIONAL AUTO FINANCE COMPANY, INC.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
March 31, 1997
The Company's first Permanent Securitization, completed November 22, 1995,
involved the transfer by the Master Trust to the National Auto Finance 1995-1
Trust (the "1995-1 Trust") of Loans with an aggregate principal amount totaling
$42 million. The Company's next Permanent Securitization, completed November 13,
1996, involved the sale by the Master Trust to the National Auto Finance 1996-1
Trust (the "1996-1 Trust") of Loans with an aggregate principal amount totaling
$68 million. The Company retains a residual interest and a cash investment with
respect to each of the Master Trust, the 1995-1 Trust and the 1996-1 Trust,
which are reflected as Retained Interest in Securitizations on the Company's
balance sheet. Since initiation of the Revolving Securitization, the Company's
earnings have been primarily attributable to the securitization related income
recognized on the sale of Loans into the Master Trust. For the three month
period ended March 31, 1997, such securitization related income accounted for
approximately 73% of the Company's revenues.
COMPONENTS OF REVENUE AND EXPENSES
Revenues
In January 1997, the Company adopted Statement of Financial Accounting Standards
("SFAS") No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishment of Liabilities" ("SFAS No. 125") which the Company uses to
measure the fair value of its Retained Interest in Securitizations. The Company
derives revenues principally from securitization related income it records as a
result of the SFAS No. 125 calculation.
The Company also receives monthly payments from the securitization trusts in
cash as a fee paid for the Company's servicing of Loans. Servicing income is
recognized as earned and typically offsets the direct expenses the Company
incurs in connection with the Servicing Portfolio. Finally, the Company also
earns interest income on its cash investments and from Loans it temporarily
holds for sale pending their securitization. Unlike many of its competitors, the
Company earns only a nominal amount of interest on Loans held for sale because
the Company securitizes substantially all of its Loans on a daily basis and,
therefore, generally recognizes a higher level of securitization related income
than such competitors.
Expenses
The Company's expenses consist of interest and operating expenses. Interest
expense is the interest incurred on notes to certain affiliates of the Company
and notes to certain institutional investors. Operating expenses consist
primarily of personnel, general and administrative and servicing expenses.
Depreciation of the Company's capital expenditures for furniture and equipment
that is being recognized over five years on a straight-line basis is also
included in this category.
RESULTS OF OPERATIONS
WHERE APPLICABLE, 1996 AMOUNTS USED FOR COMPARISON REFLECT PRO-FORMA INCOME
TAXES CALCULATED AS IF THE PREDECESSOR OF THE COMPANY HAD OPERATED AS A TAXABLE
ENTITY FOR THE COMPARABLE 1996 PERIOD.
THREE MONTH PERIOD ENDED MARCH 31, 1997, AS COMPARED TO THE THREE MONTH PERIOD
ENDED MARCH 31, 1996.
Income from Operations
The Company reported a net loss for the three month period ended March 31, 1997
of $757,000, before a one time, non-cash deferred income tax charge to earnings
of $5.4 million that reflects a deferred income tax liability arising from the
reorganization of the Company's business from a partnership form to a taxable
corporate form in connection with the Company's initial public offering in
January 1997 as compared to pro forma net income of $501,000 for the three month
period ended March 31, 1996.
13
<PAGE> 14
NATIONAL AUTO FINANCE COMPANY, INC.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
March 31, 1997
Securitization of Related Income
The Company's Loan purchasing and servicing operations expanded significantly
during the three month period ended March 31,1997, as compared to the three
month period ended March 31, 1996. The Company purchased $28.0 million of
principal amount of Loans or 2,117 Loans from Dealers and $7.8 million of
principal amount of Loans from Dealers or 761 Loans were acquired through the
Company's Portfolio Acquisition Program ("PAC") during the three month period
ended March 31, 1997. Of these amounts, $34.8 million or 97% were subsequently
sold to the Master Trust. This compares to $14.6 million principal amount of
Loans or 1,185 Loans purchased from Dealers during the three month period ended
March 31, 1996, all of which were sold to the Master Trust.
For the three month periods ended March 31, 1997,and 1996, the Company
recognized securitization related income of $2.0 million and $2.4 million,
respectively. Notwithstanding a 145% increase in the dollar volume of Loans
purchased for the three month period ended March 31, 1997, as compared to the
three month period ended March 31, 1996, securitization related income decreased
due to a $2.2 million pre tax adjustment recorded as a result of the
implementation of SFAS No. 125.
The table below sets forth certain information relating to the Company's Loan
purchasing activities, including the specific number and aggregate principal
amount of Loans purchased, the aggregate amount funded to Dealers and the
related amount of deferred gain and deferred servicing revenue from the
securitization of such Loans:
<TABLE>
<CAPTION>
Three Month Period Ended
March 31,
------------------------
1997 1996
-------- --------
(dollars in thousands)
<S> <C> <C>
Number of Loans purchased from Dealers during period 2,117 1,185
Number of Loans purchased as portfolios (PAC) 761 0
-------- --------
Total number of Loans purchased 2,878 1,185
======== ========
Principal balance of Loans from Dealers purchased during period $ 28,011 $ 14,611
Principal balance of Loans in portfolios (PAC) 7,701 0
-------- --------
Total balance of Loans purchased $ 35,712 $ 14,611
======== ========
Amount funded (1) $ 34,909 $ 13,870
======== ========
</TABLE>
- -------------------
(1) Amount funded represents the price at which the Company purchases a Loan
from a Dealer (i.e., the amount actually paid to a Dealer), calculated as
the principal of the Loan purchased less a negotiated discount.
Other Income
The Company generated approximately $745,000 of other income for the three month
period ended March 31, 1997, as compared to $194,000 for the three month period
ended March 31, 1996. The principal sources of the Company's other income were
$537,000 of servicing income and $208,000 of interest and miscellaneous income
for the three month period ended March 31, 1997 as compared to $141,000 and
$53,000, respectively, for the three month period ended March 31, 1996.
Total Expenses
The Company reported operating expenses of $4.0 million for the three month
period ended March 31, 1997, as compared to approximately $1.8 million for the
three month period ended March 31, 1996. These expenses consisted primarily of
subordinated note interest, personnel, loan acquisition, portfolio servicing and
other corporate
14
<PAGE> 15
NATIONAL AUTO FINANCE COMPANY, INC.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
March 31, 1997
operating expenses. Operating expenses, as a percentage of loans purchased,
decreased from 12.24% as of March 31, 1996 to 11.15% as of March 31, 1997.
Management currently expects that operating costs might rise throughout fiscal
year 1997 as the result of anticipated growth in the number of Loans purchased
and serviced by the Company and the hiring of additional personnel in connection
with the expansion of the First Union Strategic Alliance to FUSF's Northeastern
Franchise. In addition, operating costs will also increase as the Company
implements its own in-house servicing operations. Increased operating expenses
will decrease the Company's operating margins and the Company's overall
profitability.
Salary and employee benefits for the three month period ended March 31, 1997
were approximately $1.3 million, as compared to approximately $661,000 for the
three month period ended March 31, 1996. Personnel expenses consisted primarily
of salaries and wages, performance incentives, employee benefits and payroll
taxes. The Company's number of full-time employees increased from 45 as of March
31, 1996 to 90 as of March 31, 1997. The Company expects that its number of
full-time employees will continue to increase commensurate with the growth of
the Company's Loan purchasing and intended future in-house servicing activities.
Other operating expenses for the three month period ended March 31, 1997 were
approximately $753,000, as compared to approximately $321,000 for the three
month period ended March 31, 1996. These expenses consisted primarily of
telecommunications, travel, professional fees, insurance expenses and management
information systems expenses.
Servicing expenses for the three month period ended March 31, 1997 were $612,000
as compared to $222,000 for the three month period ended March 31, 1996. This
represents a .27% increase in annualized servicing expenses as a percentage of
loans serviced from 1.66% as of March 31, 1996 to 1.93% as of March 31, 1997.
Servicing expenses consist primarily of a monthly fee to an outside servicer for
each active Loan. Servicing fees paid to World Omni for the three month period
ended March 31, 1997 were $480,000 as compared to $183,000 for the three month
period ended March 31, 1996. The increase in expenses primarily reflected the
growth in the amount of Loans purchased and serviced by the Company. The
Company's total serviced Loan portfolio as of March 31, 1997 was approximately
$127.1 million, or 11,321 outstanding Loans, as compared to approximately $53.5
million, or 4,567 outstanding Loans, as of March 31, 1996.
Interest expense for the three month period ended March 31, 1997 was $415,000,
as compared to $150,000 for the three month period ended March 31, 1996. This
increase is a result of the interest expense incurred with respect to the
Company's $12 million principal amount of Senior Subordinated Notes and related
Deferred Additional Interest Notes. The Company's Junior Subordinated Notes bear
interest at a rate of 8% per annum, payable quarterly in arrears, commencing on
September 30, 1996. The Senior Subordinated Notes bear interest at a rate of 10%
per annum payable quarterly in arrears, commencing October 31, 1996.
FINANCIAL CONDITION
As of March 31, 1997, the Company had total assets of $41.8 million, as compared
to $31.2 million as of March 31, 1996. These assets consisted primarily of cash,
spread accounts, ESRs from the securitization trusts and finance receivables
held for sale, net of allowances for credit losses.
As of March 31, 1997, the Company had cash and cash equivalents totaling
approximately $10.9 million. As of such date, the Company also had approximately
$2.3 million in cash balances held in restricted bank accounts, representing
credit enhancement in the form of Loan loss reserves for the securitization
trusts, which amount was included in the total amount of the Company's ESRs as
of such date.
As of March 31, 1997, the Company retained approximately $19.2 million of ESRs
and approximately $7.2 million of spread accounts. These assets represented 63%
of the total assets of the Company as of such date. The value of these assets
would be reduced in the event of a material increase in the Loan loss and
prepayment experience relative to the amounts estimated by the Company for such
items at the time of the sale of the related Loans to the Master Trust.
15
<PAGE> 16
NATIONAL AUTO FINANCE COMPANY, INC.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
March 31, 1997
As of March 31, 1997, the principal amount owed by the Company on Junior
Subordinated Notes was approximately $ 2.0 million (including $84,000 of accrued
interest), which bears interest at an annual rate of 8%.
LOAN LOSS AND DELINQUENCY EXPERIENCE
The Company regularly reviews the adequacy of its net loss reserves on Loans.
The reserves are set at levels considered to be sufficient to cover the expected
future losses on existing Loans. Changes in reserves are based directly on the
dollar value of the Loans transferred to the Master Trust, historical loss
experience and, to a lesser extent, current economic conditions and other
factors that management deems relevant. Losses are continuously monitored on an
overall portfolio and individual static pool basis.
The Company's charge-off policy is based upon a Loan-by-Loan review of
delinquent accounts. The Company generally charges off a Loan at the time its
related collateral is liquidated, although certain Loans may be charged off
sooner if management determines them to be uncollectible.
As of March 31, 1997, the loans purchased and securitized by the Company had net
charge-offs of $5.4 million, or 3.16% of the aggregate principal purchased since
October 1994, as compared to $1.3 million or 2.01%, as of March 31, 1996.
The Company monitors historical loss experience on a static pool basis. Loans
purchased and securitized to the Master Trust in each calendar month are
segregated into individual static pools. The Company considers a pool of Loans
to be "seasoned" when it has been aged for an average of 18 to 24 months. Actual
pool losses are then compared to the estimates for the net loss reserve for each
pool that were established at the pools' inception and adjustments for any
additional losses will be reflected in the current period earnings. As of March
31, 1997, no such additional loss adjustments have been made.
The following table summarizes the Trusts' Loan losses and repossession loss
experience:
<TABLE>
<CAPTION>
As of March 31,
--------------------------
1997 1996
---------- ----------
(dollars in thousands)
<S> <C> <C>
Aggregate number of Loans purchased 13,553 5,071
Aggregate principal balance of Loans purchased $ 170,547 $ 64,405
Principal balance of outstanding Loans $ 127,094 $ 53,534
Number of outstanding Loans 11,321 4,567
Gross charge-off principal balance (1) $ 11,336 $ 2,965
Liquidation recoveries 5,944 1,619
---------- ----------
Net charge-offs $ 5,392 $ 1,346
========== ==========
Net charge-offs as a percentage of aggregate principal balance
of Loans purchased 3.16% 2.01%
Principal balance of Loans related to vehicles held in
Inventory $ 2,579 $ 362
</TABLE>
(1) Does not include vehicles repossessed and held in inventory.
16
<PAGE> 17
NATIONAL AUTO FINANCE COMPANY, INC.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
March 31, 1997
The Company considers a Loan to be delinquent if the borrower fails to make any
payment substantially in full by the due date as specified by the terms of the
Loan. The Company typically initiates contact with borrowers whose payments are
not received by the due date on the fifth day following the due date. The
following table summarizes the delinquency experience with respect to
outstanding Loans sold to the Master Trust:
<TABLE>
<CAPTION>
As of March 31,
----------------------
1997 1996
-------- --------
(dollars in thousands)
<S> <C> <C>
Principal balance outstanding $127,094 $ 53,534
Period of delinquency
31 to 60 days $ 6,816 $ 2,057
61 to 90 days 1,500 212
91 days or more, average 1,854 164
-------- --------
Total delinquencies $ 10,170 $ 2,433
======== ========
Total delinquencies as a percentage of the current
principal balance of outstanding Loans 8.00% 4.54%
======== ========
</TABLE>
Management believes that the payment practices of Non-Prime Consumers are
partially a function of seasonality. Since Non-Prime Consumers typically have
low disposable incomes, they frequently tend to fall behind in payments on their
Loans during the early winter months, when the holiday season generates demands
for their limited disposable income and when these borrowers encounter
weather-related work slow-downs and other seasonal demands on their disposable
income. As a result, absent unforeseen circumstances, management expects
delinquencies to be highest in the first calendar quarter and the fourth
calendar quarter. Generally, there is a 60- to 120-day lag between initial
delinquency and charge-off.
Since October 1994, the Company has maintained, at its own expense, supplemental
vendor's single interest ("VSI") insurance that protects the Company's interest
in Loan collateral against uninsured physical damage (including total loss) and
instances where neither the vehicle nor the borrower can be found.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL
Since inception, the Company has funded its operations and the growth of its
Loan purchasing activities primarily through five principal sources of capital:
(i) cash flows from operating activities, (ii) proceeds from securitization
transactions, (iii) cash flows from servicing fees, (iv) proceeds from the
issuance of senior subordinated debt to institutional investors, and (v)
proceeds from the issuance of junior subordinated debt to, and from the capital
contributions of, certain affiliates of the Company.
Net cash used in operating activities was $6.3 million during the three month
period ended March 31, 1997, compared to net cash used of $958,000 during the
three month period ended March 31, 1996. Cash used for purchasing Loans was
$34.9 million, an increase of $21.0 million, or 152%, over cash used for
purchasing Loans in the prior year's first quarter period. Cash provided from
the sale of Loans to the Master Trust was $33.8 million, an increase of 19.9
million, or 143%, over cash provided from the sale of loans to the Master Trust
in the prior year's first quarter year's period.
The Company's securitization financing activities are capital intensive and will
require significant additional capital to fund the Company's required equity
commitment to the Revolving Securitization facility and related securitization
expenses as the Company's Loan purchasing activities grow in the future. The
Company will use the proceeds of the Initial Public Offering and the Senior
Subordinated Notes to fund, among other things, the Company's required equity
commitment to the Revolving Securitization. The Company believes that the net
proceeds of the Initial Public
17
<PAGE> 18
NATIONAL AUTO FINANCE COMPANY, INC.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
March 31, 1997
Offering, together with the net proceeds received from the issuance of the
Senior Subordinated Notes and the Junior Subordinated Notes and from the capital
contributions of certain affiliates of the Company will be sufficient to meet
the Company's cash requirements and to fund operations through the end of the
first quarter of fiscal year 1998, assuming the Company completes additional
Permanent Securitizations within the next 9 to 12 month period.
During the three month period ended March 31, 1997, cash used for initial
deposits to Spread Accounts was $3.8 million. Cash flows from retained interest
released to the Company for the three month period ended March 31, 1997 was $3.3
million, an increase of 2.9 million or 750%, over cash distributed from Spread
Accounts in the prior year's period. Changes in the distributions from the
various Spread Accounts are impacted by the relative size and seasoning of the
pools of sold Loans that make up the Company's servicing portfolio.
The Company's management team possesses significant servicing, collections and
related management information systems expertise, which will enable the Company
to establish its own internal servicing operation. The Company has developed
plans to commence operations of an in-house servicing operation in the third
quarter of the current year and has established a budget of $3.9 million for
such operation in 1997.
SECURITIZATION PROGRAM
The Company currently finances its purchases of Loans primarily through an asset
securitization program that involves (i) the securitized warehousing of all of
its Loans through their daily sale to the Master Trust pursuant to the Revolving
Securitization, followed by (ii) the refinancing of such warehoused Loans, from
time to time, through Permanent Securitizations.
Specifically, pursuant to the Revolving Securitization the Company sells Loans
that it has purchased from Dealers on a daily basis to a special-purpose
subsidiary, which then sells the Loans to the Master Trust in exchange for
certain residual interests in future excess cash flows from the Master Trust.
The Master Trust, to date, has issued two classes of investor certificates:
"Class B Certificates", which are variable funding (i.e., revolving)
certificates bearing interest at floating rates, and "Class C Certificates",
representing a portion of the residual interest of the Company's special-purpose
subsidiary in future excess cash flows from the Master Trust after required
payments to the holders of the Class B Certificates, deposit of funds to a
restricted cash account as a reserve for future Loan losses (which provides
additional credit enhancement for the holders of the Class B Certificates) and
payment of certain other expenses and obligations of the Master Trust. First
Union National Bank of North Carolina currently owns 100% of the outstanding
Class B Certificates.
The Company is required to maintain a minimum equity position in the Revolving
Securitization of 10% of the net serviced receivables. This equity currently
consists of cash invested by the Company and the unamortized dealer discount. As
of March 31, 1997, the Company had an 20.39 % equity investment in the Revolving
Securitization.
In November 1995, the Master Trust refinanced $42.0 million of its receivables
in a private placement of asset-backed securities through a Permanent
Securitization. In such transaction, the 1995-1 Trust was formed and issued
$42.0 million of asset-backed securities to various private investors. In
November 1996, the 1996-1 Trust was formed and the Master Trust refinanced $68.0
million of its receivables in a public offering by the 1996-1 Trust of
asset-backed securities through a Permanent Securitization. Payment of principal
of, and interest on, $38.0 million and $62.0 million, respectively, of the
securities issued in such transactions is insured by payment guarantees issued
by FSA, and such securities are rated AAA and Aaa by S&P and Moody's,
respectively. The proceeds of each of such Permanent Securitization transactions
were used by the Master Trust to repay the then-outstanding balance of the Class
B Certificates. Since such time, the Master Trust has issued additional
beneficial interests in Loans purchased by the Master Trust, as evidenced by the
Class B Certificates, to finance its purchase of Loans from the Company. The
Company expects additional Permanent Securitizations to be consummated in the
future in order to refinance periodically amounts outstanding under such Class B
Certificates.
Collection of the indebtedness evidenced by the Loans in each of the Master
Trust and the 1995-1 Trust and the 1996-1 Trust and related administration is
handled by World Omni. World Omni is primarily responsible for invoicing
customers, and collecting and processing payments. The Company acts as master
servicer for the Loans
18
<PAGE> 19
NATIONAL AUTO FINANCE COMPANY, INC.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
March 31, 1997
sold to each of the trusts and receives monthly fees from the trusts at base
rates of 2% per annum for the 1996-1 Trust and the 1997-1 Trust and 4% per annum
for the Master Trust, plus certain late fees and prepayment charges received on
the securitized Loans.
The Company relies in part on cash flow from the Master Trust to support its
operations. Since the Master Trust's interest rates under the Revolving
Securitization are floating and the interest rates charged on the Loans (which
are generally at or near the maximum rates permitted by applicable state laws)
are fixed, increases in the interest rates incurred with respect to the Class B
Certificates could have a material adverse effect both on cash flows from the
Master Trust and on the Company's net income, thereby adversely affecting the
Company's financial condition and results of operations. In order to mitigate
the negative impact of rising interest rates, the Master Trust has entered into
interest rate swap agreements, which have the effect of fixing the rates charged
on a portion of the Master Trust's indebtedness. Although these agreements
provide the Master Trust (and therefore to the Company) some protection against
rising interest rates, these agreements also reduce the benefits to the Master
Trust (and therefore to the Company) when interest rates decline below the rates
set forth in such agreements. In addition, upon refinancing of Loans through
Permanent Securitizations, the interest spread with respect to such refinanced
Loans may be fixed.
19
<PAGE> 20
- --------------------------------------------------------------------------------
Part II. - Other Information
- --------------------------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Number Description Method of Filing
------ ----------- ----------------
<S> <C> <C> <C>
11 Computation of Earnings Filed with this
per Common Share document
27 Financial Data Schedule Filed with this
document
</TABLE>
(b) Reports on Form 8-K
On April 22, 1997 the Company filed an 8-K announcing its First
Quarter 1997 earnings.
20
<PAGE> 21
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.
NATIONAL AUTO FINANCE COMPANY, INC.
Date: July 7, 1998 /s/ Keith B. Stein
------------------------------------
Keith B. Stein
Chief Executive Officer
21
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
11 Computation of Earnings Per Common Share
27 Financial Data Schedule
</TABLE>
22
<PAGE> 1
EXHIBIT 11
NATIONAL AUTO FINANCE COMPANY, INC.
Computation of Earnings per Common Share
(unaudited, in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
------- -------
<S> <C> <C>
Average number of common shares outstanding 6,898
Proforma shares outstanding -- 4,230
Common equivalent shares outstanding: -- --
------- -------
Stock options
Total common and common equivalent shares outstanding 6,898 4,230
======= =======
Net income (loss) before income taxes from Reorganization
of partnership $ (730) $ 501
======= =======
Net income (loss) as adjusted $(6,173)
=======
Loss per share $ (0.11)
=======
Loss per share as adjusted $ (0.89)
=======
Proforma earnings per share $ 0.12
=======
</TABLE>
23
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE INTERIM
STATEMENT OF INCOME FOR THE THREE MONTHS 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
<CASH> 10,987
<SECURITIES> 0
<RECEIVABLES> 27,476
<ALLOWANCES> 77
<INVENTORY> 0
<CURRENT-ASSETS> 38,296
<PP&E> 948
<DEPRECIATION> (216)
<TOTAL-ASSETS> 41,792
<CURRENT-LIABILITIES> 2,274
<BONDS> 14,032
2,322
0
<COMMON> 70
<OTHER-SE> 18,135
<TOTAL-LIABILITY-AND-EQUITY> 41,792
<SALES> 0
<TOTAL-REVENUES> 2,797
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,492
<LOSS-PROVISION> 77
<INTEREST-EXPENSE> 415
<INCOME-PRETAX> (1,187)
<INCOME-TAX> 4,959
<INCOME-CONTINUING> (6,146)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,173)
<EPS-PRIMARY> (.89)
<EPS-DILUTED> (.89)
</TABLE>
