<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1999 Commission File Number: 0-9341
SECURITY NATIONAL FINANCIAL CORPORATION
---------------------------------------
Exact Name of Registrant.
UTAH 87-0345941
----------- ---------------
(State or other jurisdiction IRS Identification Number
of incorporation or organization)
5300 South 360 West, Salt Lake City, Utah 84123
- ----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including Area Code (801) 264-1060
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 XX NO
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class A Common Stock, $2.00 par value 3,813,028
- ------------------------------------- ---------------
Title of Class Number of Shares Outstanding as of
June 30, 1999
Class C Common Stock, $.20 par value 5,380,172
- ------------------------------------ ---------------
Title of Class Number of Shares Outstanding as of
June 30, 1999
<PAGE>
<TABLE>
<CAPTION>
SECURITY NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
FORM 10Q
QUARTER ENDED JUNE 30, 1999
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
<S> <C>
Item 1 Financial Statements Page No.
Consolidated Statements of Earnings - Six and
Three months ended June 30, 1999 and 1998. . . . . . .3
Consolidated Balance Sheets - June 30, 1999
and December 31, 1998. . . . . . . . . . . . . . . .4-5
Consolidated Statements of Cash Flows -
Six months ended June 30, 1999 and 1998. . . . . . . .6
Notes to Consolidated Financial
Statements . . . . . . . . . . . . . . . . . . . . .7-9
Item 2 Management's Discussion and Analysis. . . . .10-16
Item 3 Quantitative and Qualitative Disclosure
of Market Risk. . . . . . . . . . . . . . . . . 14
PART II - OTHER INFORMATION
Other Information. . . . . . . . . . . . . . . . .17-19
Signature Page . . . . . . . . . . . . . . . . . . . 20
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
Six Months Ended June 30,
Revenues: 1999 1998
- -------- ----------- -----------
<S> <C> <C>
Insurance premiums and
other considerations $ 6,360,008 $ 3,014,874
Net investment income 5,346,571 3,712,179
Net mortuary and cemetery sales 5,258,203 4,872,384
Realized gains on investments
and other assets 225,658 98,099
Mortgage fee income 6,719,818 4,183,395
Other 778,062 38,520
----------- -----------
Total revenue 24,688,320 15,919,451
Benefits and expenses:
Death benefits 2,383,293 1,122,047
Surrenders and other policy benefits 2,535,433 540,711
Increase in future policy benefits 1,444,071 1,724,671
Amortization of deferred policy
acquisition costs and cost of
insurance acquired 2,526,176 593,054
General and administrative expenses:
Commissions 5,249,708 3,243,517
Salaries 3,749,167 2,620,264
Other 4,082,757 3,272,580
Interest expense 490,259 419,729
Cost of goods and services sold
of the mortuaries and cemeteries 1,724,774 1,542,620
Total benefits and expenses 24,185,638 15,079,193
Earnings before income taxes 502,682 840,258
Income tax expense (159,413) (194,331)
Minority interest income
of subsidiary (63,631) --
----------- -----------
Net earnings $ 279,638 $ 645,927
Net earnings per common share $0.06 $0.15
===== =====
Weighted average outstanding
common shares 4,407,069 4,201,122
---------- ----------
Net earnings per common
share-assuming dilution $0.06 $0.15
===== =====
Weighted average outstanding
common shares assuming-dilution 4,407,069 4,201,122
========== ==========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
Three Months Ended June 30,
Revenues: 1999 1998
- -------- ----------- ------------
<S> <C> <C>
Insurance premiums and
other considerations $ 3,010,592 $ 1,456,809
Net investment income 2,805,006 1,868,025
Net mortuary and cemetery sales 2,902,585 2,433,092
Realized gains on investments
and other assets 55,965 62,053
Mortgage fee income 3,618,416 2,279,449
Other 741,142 12,598
----------- -----------
Total revenue 13,133,706 8,112,026
Benefits and expenses:
Death benefits 1,392,483 611,699
Surrenders and other policy benefits 1,322,294 241,222
Increase in future policy benefits 601,892 970,281
Amortization of deferred policy
acquisition costs and cost of
insurance acquired 1,221,623 296,527
General and administrative expenses:
Commissions 2,823,607 1,688,584
Salaries 1,959,014 1,356,994
Other 2,139,098 1,614,454
Interest expense 228,997 234,431
Cost of goods and services sold
of the mortuaries and cemeteries 987,943 871,741
Total benefits and expenses 12,676,951 7,885,933
Earnings before income taxes 456,755 226,093
Income tax expense (171,394) (59,076)
Minority interest income
of subsidiary (94,750) --
----------- ----------
Net earnings $ 190,611 $ 167,017
Net earnings per common share $0.04 $0.04
===== =====
Weighted average outstanding
common shares 4,388,357 4,227,691
---------- ----------
Net earnings per common
share-assuming dilution $0.04 $0.04
===== =====
Weighted average outstanding
common shares assuming-dilution 4,388,357 4,227,691
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1999 December 31,
(Unaudited) 1998
Assets: -------------- ------------
- -------
<S> <C> <C>
Insurance-related investments:
Fixed maturity securities
held to maturity, at amortized cost $ 41,413,622 $ 44,984,882
Fixed maturity securities available
for sale, at market 26,403,232 28,675,440
Equity securities available for sale,
at market 5,399,057 5,146,059
Mortgage loans on real estate 14,863,854 12,523,395
Real estate, net of accumulated
depreciation 7,924,809 7,866,151
Policy, student and other loans 11,095,314 11,493,637
Short-term investments 7,451,141 11,543,540
Total insurance-related investments 114,551,029 122,233,104
Restricted assets of cemeteries and
mortuaries 4,146,025 4,098,877
Cash 7,070,297 6,670,996
Receivables:
Trade contracts 3,969,519 4,011,722
Mortgage loans sold to investors 21,394,143 21,181,028
Receivable from agents 2,415,070 1,944,449
Receivable from officers 122,000 145,600
Other 966,350 2,603,243
Total receivables 28,867,082 29,886,042
Allowance for doubtful accounts (1,456,988) (1,576,668)
Net receivables 27,410,094 28,309,374
Policyholder accounts on deposit
with reinsurer 8,340,973 8,518,571
Land and improvements held for sale 8,467,351 8,405,725
Accrued investment income 1,530,822 1,440,860
Deferred policy acquisition costs 10,296,855 10,501,281
Property, plant and equipment, net 10,653,451 10,682,085
Cost of insurance acquired 10,043,545 10,462,446
Excess of cost over net assets
of acquired subsidiaries 1,360,121 1,414,910
Other 677,954 526,918
------------ ------------
Total assets $204,548,517 $213,265,147
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
June 30, 1999 December 31,
(Unaudited) 1998
Liabilities: -------------- ------------
- -----------
<S> <C> <C>
Future life, annuity, and other
policy benefits $134,888,232 $134,899,870
Unearned premium reserve 2,023,337 2,565,968
Line of credit for financing
of mortgage loans 2,083,249 7,577,248
Bank loans payable 9,771,699 11,909,980
Notes and contracts payable 3,266,185 3,399,272
Estimated future costs of pre-need sales 6,596,189 6,376,651
Payable to endowment care fund 694,638 540,504
Accounts payable 992,749 1,321,559
Funds held under reinsurance treaties 1,415,545 1,419,357
Other liabilities and accrued expenses 4,306,662 3,787,385
Income taxes 5,978,079 6,008,537
------------ ------------
Total liabilities 172,016,564 179,806,331
============ ============
Minority interest 6,274,167 6,778,557
Stockholders' Equity:
Common stock:
Class A: $2 par value, authorized
10,000,000 shares, issued 4,618,081
shares in 1999 and 4,617,330 shares
in 1998 9,236,162 9,234,660
Class C: $0.20 par value, authorized
7,500,000 shares, issued 5,439,200
shares in 1999 and 5,446,595 shares
in 1998 1,087,840 1,089,319
Total common stock 10,324,002 10,323,979
Additional paid-in capital 9,596,462 9,596,444
Accumulated other comprehensive income,
net of deferred taxes 718,832 1,081,113
Retained earnings 7,754,380 7,474,783
Treasury stock at cost (805,053 Class
A shares in 1999 and 692,993 Class A
shares in 1998, and 59,028 Class C shares
in 1999 and 1998) (2,135,890) (1,796,060)
Total stockholders' equity 26,257,786 26,680,259
------------- ------------
Total liabilities and stockholders'
equity $204,548,517 $213,265,147
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
1999 1998
------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net cash provided by (used in)
operating activities $ 2,984,501 $ (3,783,178)
Cash flows from investing activities:
Securities held to maturity:
Purchase - fixed maturity securities -- (524,563)
Calls and maturities - fixed
maturity securities 3,657,999 5,283,390
Securities available for sale:
Purchases - equity securities (43,759) (15,625)
Sales - equity securities 43,781 158,527
Calls and maturities
Fixed maturity securities 1,171,236 --
Purchases of short-term investments (6,401,565) (5,394,210)
Sales of short-term investments 10,493,964 3,400,000
Purchases of restricted assets (47,148) (134,045)
Mortgage, policy, and other
loans made (4,022,131) (2,913,800)
Payments received for mortgage,
policy, and other loans 2,144,338 1,860,942
Purchases of property, plant,
and equipment (348,422) (662,030)
Purchases of real estate (303,626) (522,001)
Disposal of property, plant
and equipment 179,343 --
Net cash provided by
investing activities 6,524,010 536,585
Cash flows from financing activities:
Annuity receipts 5,213,072 1,386,622
Annuity withdrawals (6,217,085) (2,169,782)
Repayment of bank loans and
notes and contracts payable (2,271,368) (295,539)
Purchase of treasury stock (339,830) --
Net change in line of credit
for financing of mortgage loans (5,493,999) 1,900,000
Net cash (used in) provided by
financing activities (9,109,210) 821,301
Net change in cash 399,301 (2,425,292)
------------ ------------
Cash at beginning of period 6,670,996 3,408,179
------------ ------------
Cash at end of period $ 7,070,297 $ 982,887
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
SECURITY NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1999
(Unaudited)
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
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 of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating
results for the six months ended June 30, 1999, are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999. For further information, refer to the
consolidated financial statements and footnotes thereto for the year
ended December 31, 1998, included in the Company's Annual Report on
Form 10-K (file number 0-9341).
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
The estimates susceptible to significant change are those used in
determining the liability for future policy benefits and claims,
those used in determining valuation allowances for mortgage loans on
real estate, and those used in determining the estimated future
costs for pre-need sales. Although some variability is inherent in
these estimates, management believes the amounts provided are
adequate.
2. Comprehensive Income
--------------------
For the three months ended June 30, 1999 and 1998, total
comprehensive income amounted to $7,046 and $101,293, respectively.
For the six months ended June 30, 1999 and 1998, total comprehensive
income (loss) amounted to $(82,643) and $669,663, respectively.
<PAGE>
<TABLE>
<CAPTION>
SECURITY NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1999
(Unaudited)
3. Capital Stock
-------------
In accordance with SFAS 128, the basic and diluted earnings per
share amounts were calculated as follows:
Six Months Ended June 30,
1999 1998
----------- ------------
<S> <C> <C>
Numerator:
Net income $ 279,638 $ 645,927
---------- ----------
Denominator:
Denominator for
basic earnings per
share-- weighted-
average shares 4,407,069 4,201,122
---------- -----------
Effect of dilutive securities:
Employee stock options -- --
Stock appreciation
rights -- --
Dilutive potential
common shares -- --
Denominator for diluted
earnings per
share-adjusted
weighted-average
shares and assumed
conversions 4,407,069 4,201,122
========== ==========
Basic earnings per share $0.06 $0.15
===== =====
Diluted earnings per share $0.06 $0.15
===== =====
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended June 30,
1999 1998
--------- --------
<S> <C> <C>
Numerator:
Net income $190,611 $167,017
======== ========
Denominator:
Denominator for
basic earnings per
share-- weighted-
average shares 4,388,357 4,227,691
Effect of dilutive securities:
Employee stock options -- --
Stock appreciation rights -- --
Dilutive potential
common shares -- --
Denominator for diluted
earnings per share-adjusted
weighted-average shares and
assumed conversions 4,388,357 4,227,691
========== ==========
Basic earnings per share $0.04 $0.04
===== =====
Diluted earnings per share $0.04 $0.04
===== =====
</TABLE>
There are no dilutive effects on net income for purpose of this
calculation.
<PAGE>
<TABLE>
<CAPTION>
SECURITY NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1999
(Unaudited)
5. Business Segment
Life Cemetery/
Insurance Mortuary Mortgage
----------- ------------ ---------
<S> <C> <C> <C>
For the Six Months Ended
June 30, 1999
- ------------------------
Revenues from external
customers $11,736,641 $ 5,623,033 $7,317,485
Intersegment revenues 999,088 -- --
Segment profit 261,913 (27,490) (102,176)
Identifiable assets 181,502,319 33,954,833 3,891,320
For the Six Months Ended
June 30, 1998
- -------------------------
Revenues from external
customers 5,964,445 5,226,429 4,720,340
Intersegment revenues 687,034 -- --
Segment profit 471,572 166,245 80,259
Identifiable assets 107,224,231 31,325,956 1,271,137
For the Three Months Ended
June 30, 1999
- --------------------------
Revenues from external
customers 6,127,155 3,079,731 3,924,015
Intersegment revenues 516,401 -- --
Segment profit 438,927 (80,816) 34,303
For the Three Months Ended
June 30, 1998
- --------------------------
Revenues from external
customers 2,937,822 2,600,432 2,568,819
Intersegment revenues 353,453 -- --
Segment profit 210,058 (94,147) 60,597
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SECURITY NATIONAL FINANCIAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1999
(Unaudited)
5. Business Segment
Reconciling
Corporate Items Consolidated
---------------- ----------- ------------
For the Six Months Ended
June 30, 1999
- -------------------------
<S> <C> <C> <C>
Revenues from external
customers $ 11,161 $ -- $ 24,688,320
Intersegment revenues 1,916,181 (2,915,269) --
Segment profit 370,435 -- 502,682
Identifiable assets 2,101,586 (16,988,321) 204,461,737
For the Six Months Ended
June 30, 1998
- -------------------------
Revenues from external
customers 8,237 -- 15,919,451
Intersegment revenues 378,619 (1,065,653) --
Segment profit 122,182 -- 840,258
Identifiable assets 2,171,665 (12,560,974) 129,432,015
For the Three Months Ended
June 30, 1999
- --------------------------
Revenues from external
customers 2,805 -- 13,133,706
Intersegment revenues 958,330 (1,474,731) --
Segment profit 64,340 -- 456,754
For the Three Months Ended
June 30, 1998
- ---------------------------
Revenues from external
customers 4,953 -- 8,112,026
Intersegment revenues 189,570 (543,023) --
Segment profit 49,585 -- 226,093
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis
Overview
- --------
The Company's operations over the last several years generally
reflect three trends or events which the Company expects to
continue: (i) increased attention to "niche" insurance products,
such as the Company's funeral plan policies and interest sensitive
products; (ii) emphasis on cemetery and mortuary business; and (iii)
capitalizing on the strong economy in the western United States by
originating and refinancing mortgage loans.
On December 17, 1998, the Company purchased all of the outstanding
shares of common stock of Consolidare Enterprises, Inc.,
("Consolidare") for a total cost of $12,248,194. As of June 30,
1999, Consolidare owns approximately 59.2% of the outstanding shares
of common stock of Southern Security Life Insurance Company and all
of the outstanding shares of stock of Insuradyne Corp.
The purchase of Consolidare, including its subsidiaries was
accounted for using the purchase method of accounting. Thus the
results of operations of the Company for the three and six months
ended June 30, 1998 do not include the results of Consolidare. In
the Management's Discussion and Analysis of the Results of
Operations, the results of Consolidare for the three and six months
ended June 30, 1999 have been excluded. See table "Consolidated
Statements of Earnings without Consolidare and Subsidiaries" at the
end of Management's Discussion and Analysis which shows the effect
of excluding the results of Consolidare for the three and six months
ended June 30, 1999.
Including Consolidare, total revenues increased by $8,769,000, or
55.1%, to $24,688,000 for the six months ended June 30, 1999, from
$15,919,000 for the six months ended June 30, 1998 and total
expenses increased by $9,106,000, or 60.4%, to $24,186,000 for the
six months ended June 30, 1999, from $15,079,000 for the six months
ended June 30, 1998. Total revenues increased by $5,022,000, or
61.9%, to $13,134,000 for the three months ended June 30, 1999, from
$8,112,000 for the three months ended June 30, 1998 and total
expenses increased by $4,791,000, or 60.8%, to $12,677,000 for the
three months ended June 30, 1999, from $7,886,000 for the three
months ended June 30, 1998. The results for Consolidare for the
three and six months ended June 30, 1999 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1999, since the Company has not yet realized many of
the reduced costs of consolidation of administrative functions and
the implementation of new computer systems.
Results of Operations
- ---------------------
Second Quarter of 1999 Compared to Second Quarter of 1998
- ---------------------------------------------------------
Total revenues increased by $1,842,000, or 22.7%, to $9,954,000 for
the three months ended June 30, 1999, from $8,112,000 for the three
months ended June 30, 1998. Contributing to this increase in total
revenues was a $1,339,000 increase in mortgage fee income, a
$469,000 increase in net mortuary and cemetery sales, and a $129,000
increase in insurance premiums and other considerations. These
increases were partially offset by a $96,000 decrease in net
investment income.
Insurance premiums and other considerations increased by $129,000,
or 8.8%, to $1,585,000 for the three months ended June 30, 1999,
from $1,457,000 for the comparable period in 1998. This increase
<PAGE>
was primarily due to an increase in new business. Net investment
income decreased by $96,000, or 5.1%, to $1,772,000
for the three months ended June 30, 1999, from $1,868,000 for the
comparable period in 1998. This decrease was attributable to a
lower yield on the Company's investments.
Net mortuary and cemetery sales increased by $469,000, or 19.3%, to
$2,903,000 for the three months ended June 30, 1999, from $2,433,000
for the comparable period in 1998. This increase was the result of
additional pre-need and at-need sales.
Mortgage fee income increased by $1,339,000, or 58.7%, to $3,618,000
for the three months ended June 30, 1999, from $2,279,000 for the
comparable period in 1998. This increase was primarily attributable
to more loan originations during the second quarter of 1999 due to
the expansion of business activities in new geographic markets.
Total benefits and expenses were $9,679,000, or 97.2% of total
revenues for the three months ended June 30 1999, as compared to
$7,886,000, or 97.2% of total revenues for the comparable period in
1998.
Death benefits, surrenders and other policy benefits, and increase
in future policy benefits decreased by an aggregate of $16,000, or
.9%, to $1,807,000 for the three months ended June 30, 1999, from
$1,823,000 for the comparable period in 1998. This decrease was
primarily the result of lowering accumulative interest rates on
policyholder funds from the previous year.
Amortization of deferred policy acquisition costs and cost of
insurance acquired increased by $96,000, or 32.4%, to $393,000, for
the three months ended June 30, 1999, from $297,000 for the
comparable period in 1998. This increase was in line with the
increase in revenues.
General and administrative expenses increased by $1,602,000 or
34.4%, to $6,262,000 for the three months ended June 30, 1999, from
$4,660,000 for the comparable period in 1998. This increase
primarily resulted from an increase in commissions and other
expenses due to additional mortgage loan originations having been
made by the Company's mortgage subsidiary during the second quarter
of 1999 as a result of the expansion of its business activities in
new geographic markets.
Interest expense decreased by $5,000, or 2.3%, to $229,000 for the
three months ended June 30, 1999, from $234,000 for the comparable
period in 1998. This decrease was primarily due to the reduction in
bank borrowings.
Cost of mortuaries and cemeteries goods and services sold increased
by $116,000, or 13.3%, to $988,000 for the three months ended June
30, 1999, from $872,000 for the comparable period in 1998. This
increase was primarily related to an increase in pre-need and at-
need sales.
Six Months Ended June 30, 1999 as Compared to Six Months Ended June 30, 1998
- ----------------------------------------------------------------------------
Total revenues increased by $3,128,000, or 19.6%, to $19,047,000 for
the six months ended June 30, 1999, from $15,919,000 for the six
months ended June 30, 1998. Contributing to this increase in total
revenues was a $2,537,000 increase in mortgage fee income, a
$128,000 increase in realized gains on investments, a $169,000
increase in insurance premiums and other considerations, and a
$386,000 increase in net mortuary and cemetery sales. These
increases were partially offset by a $109,000 reduction in net
investment income.
<PAGE>
Insurance premiums and other considerations increased by $169,000,
or 5.6%, to $3,184,000 for the six months ended June 30, 1999, from
$3,015,000 for the comparable period in 1998. This increase was
primarily due to an increase in new business.
Net investment income decreased by $109,000, or 2.9%, to $3,603,000
for the six months ended June 30, 1999, from $3,712,000 for the
comparable period in 1998. This decrease was attributable to a
lower yield on the Company's investments.
Net mortuary and cemetery sales increased by $386,000, or 7.9%, to
$5,258,000 for the six months ended June 30, 1999, from $4,872,000
for the comparable period in 1998. This increase was the result of
additional pre-need and at-need sales.
Mortgage fee income increased by $2,537,000, or 60.6%, to $6,720,000
for the six months ended June 30, 1999, from $4,183,000 for the
comparable period in 1998. This increase was primarily attributable
to more loan originations during 1999 due to the expansion of
business activities in new geographic markets.
Total benefits and expenses were $18,703,000, or 98.2% of total
revenues for the six months ended June 30 1999, as compared to
$15,079,000, or 94.7% of total revenues for the comparable period in
1998.
Death benefits, surrenders and other policy benefits, and increase
in future policy benefits increased by an aggregate of $206,000, or
6.1%, to $3,594,000 for the six months ended June 30, 1999, from
$3,388,000 for the comparable period in 1998. This increase was
primarily the result of accumulative interest on policyholder funds
and an increase in death claims.
Amortization of deferred policy acquisition costs and cost of
insurance acquired increased by $92,000, or 15.5%, to $685,000, for
the six months ended June 30, 1999, from $593,000 for the comparable
period in 1998. This increase was in line with the increase in
revenues.
General and administrative expenses increased by $3,073,000 or
33.6%, to $12,209,000 for the six months ended June 30, 1999, from
$9,136,000 for the comparable period in 1998. This increase
primarily resulted from an increase in commissions and other
expenses due to additional mortgage loan originations having been
made by the Company's mortgage subsidiary during 1999 as a result of
the expansion of its business activities in new geographic markets.
Interest expense increased by $71,000, or 16.8%, to $490,000 for the
six months ended June 30, 1999, from $419,000 for the comparable
period in 1998. This increase was primarily due to the additional
bank borrowings required for the acquisition of Consolidare.
Cost of mortuaries and cemeteries goods and services sold increased
by $182,000, or 11.8%, to $1,725,000 for the six months ended June
30, 1999, from $1,543,000 for the comparable period in 1998. This
increase was primarily related to an increase in pre-need and at-
need sales.
Liquidity and Capital Resources
- -------------------------------
The Company's life insurance subsidiary and cemetery and mortuary
subsidiaries realize cash flow from premiums, contract payments and
sales on personal services rendered for cemetery and mortuary
business, from interest and dividends on invested assets, and from
the proceeds from the maturity of held-to-maturity investments, or
<PAGE>
sale of other investments. The mortgage subsidiary realizes cash
flow from fees generated by originating and refinancing mortgage
loans and interest earned on mortgages sold to investors. The
Company considers these sources of cash flow to be adequate to fund
future policyholder and cemetery and mortuary liabilities, which
generally are long-term, and adequate to pay current policyholder
claims, annuity payments, expenses on the issuance of new policies,
the maintenance of existing policies, debt service, and operating
expenses.
The Company attempts to match the duration of invested assets with
its policyholder and cemetery and mortuary liabilities. The Company
may sell investments other than those held-to-maturity in the
portfolio to help in this timing; however, to date, that has not
been necessary. The Company purchases short-term investments on a
temporary basis to meet the expectations of short-term requirements
of the Company's products. The Company's investment philosophy is
intended to provide a rate of return which will persist during the
expected duration of policyholder and cemetery and mortuary
liabilities regardless of future interest rate movements.
The Company's investment policy is to invest predominantly in fixed
maturity securities, mortgage loans, and warehouse mortgage loans on
a short-term basis before selling the loans to investors in
accordance with the requirements and laws governing the life
insurance subsidiaries. Bonds owned by the life insurance
subsidiaries amounted to $67,817,000 as of June 30, 1999 compared to
$73,660,000 as of December 31, 1998. This represents 59.2% and 60.2%
of the total insurance-related investments as of June 30, 1999 and
December 31, 1998, respectively. Generally, all bonds owned by the
life insurance subsidiaries are rated by the National Association of
Insurance Commissioners. Under this rating system, there are six
categories used for rating bonds. At June 30, 1999, .68% ($460,000)
and at December 31, 1998, .63% ($460,000) of the Company's total
investment in bonds were invested in bonds in rating categories
three through six, which are considered non-investment grade.
The Company has classified certain of its fixed income securities,
including high-yield securities, in its portfolio as available for
sale, with the remainder classified as held to maturity. However,
in accordance with Company policy, any such securities purchased in
the future will be classified as held to maturity. Business
conditions, however, may develop in the future which may indicate a
need for a higher level of liquidity in the investment portfolio.
In that event the Company believes it could sell short-term
investment grade securities before liquidating higher-yielding
longer term securities.
The Company is subject to risk based capital guidelines established
by statutory regulators requiring minimum capital levels based on
the perceived risk of assets, liabilities, disintermediation, and
business risk. At June 30, 1999 and December 31, 1998, the life
insurance subsidiary exceeded the regulatory criteria.
The Company's total capitalization of stockholders' equity and bank
debt and notes payable was $39,296,000 as of June 30, 1999 as
compared to $41,990,000 as of December 31, 1998. Stockholders'
equity as a percent of capitalization increased to 67% as of June
30, 1999 from 64% as of December 31, 1998.
Lapse rates measure the amount of insurance terminated during a
particular period. The Company's lapse rate for life insurance in
1998 was 6.0% as compared to a rate of 11.7% for 1997. The 1999
lapse rate is approximately the same as 1998.
<PAGE>
At June 30, 1999, $20,663,000 of the Company's consolidated
stockholders' equity represents the statutory stockholders' equity
of the Company's life insurance subsidiaries. The life insurance
subsidiary cannot pay a dividend to its parent company without the
approval of insurance regulatory authorities.
Year 2000 Issues
- ----------------
The Company is aware of the issues associated with the programming
code in existing computer systems as the millennium (Year 2000)
approaches. The Year 2000 problem is pervasive and complex as
virtually every computer operation will be affected in some way by
the rollover of the two digit year value to 00. The issue is whether
computer systems will properly recognize date sensitive information
when the year changes to 2000. Systems that do not properly
recognize such information could generate erroneous data or cause a
system to fail.
The Company's insurance operations have two different administrative
systems for its insurance operations. The system used for Security
National Life Insurance Company was converted to a Year 2000
compliant version in the fourth quarter of 1998. The Company
expended approximately $52,000 for the conversion to this latest
version. As part of the acquisition of Southern Security Life
Insurance Company ("Southern Security"), the Company purchased a new
system which is Year 2000 compliant. The Company successfully
converted Southern Security's existing system to the new system on
January 1, 1999. The Company paid approximately $1.0 million for
this new system in 1998.
The Company's mortgage subsidiary uses a Year 2000 compliant system.
The Company's mortuary and cemetery operations converted to the
latest version for Year 2000 software during March 1999. The
Company's general accounting and payroll systems were converted to
Year 2000 versions during March 1999. The cost for these conversions
were not significant to consolidated net income.
The anticipated future costs of addressing potential Year 2000
problems are not currently expected to have a material adverse impact
on the Company's financial position, results of operations or cash
flows in future periods. However, if the Company, its customers or
vendors are unable to resolve such processing issues in a timely
manner, it could result in a material financial risk. Management
believes that manual policy and claims administration could be
performed in the unlikely event that one or more of its systems did
not function.
The Company has tested each personal computer being used for Year
2000 compliance and has installed or replaced the necessary software
to meet compliance. The Company is monitoring the progress of third
party vendors which the Company relies upon, such as software
suppliers, telephone equipment and communication suppliers,
electricity suppliers, natural gas suppliers, banks, brokers, U.S.
Postal Service and express mail services. The Company is not aware
of any of its suppliers that will not be Year 2000 compliant and will
continue to monitor and make the necessary contingency plans where
needed. The Company is aware of the risks associated with any of its
internal systems or those of its suppliers that are not Year 2000
compliant.
Item 3. Quantitative and Qualitative Disclosure of Market Risk
- ---------------------------------------------------------------
There have been no significant changes since the annual report Form
10-K filed for the year ended December 31, 1998.
<PAGE>
<TABLE>
<CAPTION>
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Without Consolidare and Subsidiaries
For the Six Months Ended June 30, 1999 and 1998
(Unaudited)
Consolidare
and
Subsidiaries
REVENUES: 1999 1998 1999
- -------- ---------- ---------- -----------
<S> <C> <C> <C>
Insurance premiums
and other considerations $ 6,360,008 $3,014,874 $ 3,176,270
Net investment income 5,346,571 3,712,179 1,743,375
Net mortuary and cemetery income 5,258,203 4,872,384 --
Realized gains on investments
and other assets 225,658 98,099 --
Mortgage fee income 6,719,818 4,183,395 --
Other 778,062 38,520 721,904
----------- ----------- -----------
Total Revenues 24,688,320 15,919,451 5,641,549
=========== =========== ===========
BENEFITS AND EXPENSES:
- ---------------------
Death benefits 2,383,293 1,122,047 990,049
Surrenders and other
policy benefits 2,535,433 540,711 1,640,334
Increase in future policy benefits 1,444,071 1,724,671 138,706
Amortization of deferred policy
acquisition costs and cost of
insurance acquired 2,526,176 593,054 1,841,072
General and administrative
expenses:
Commissions 5,249,708 3,243,517 (30,320)
Salaries 3,749,167 2,620,264 501,129
Other 4,082,757 3,272,580 401,757
Interest expense 490,259 419,729 --
Cost of mortuaries and cemeteries
goods and services sold 1,724,774 1,542,620 --
----------- ----------- ----------
Total benefits and expenses 24,185,638 15,079,193 5,482,727
=========== =========== ==========
Earnings before income taxes 502,682 840,258 158,822
Income tax expense (159,413) (194,331) 17,810
Minority interest in income
of subsidiary (63,631) -- (63,631)
----------- ----------- ----------
Net earnings $ 279,638 $ 645,927 $ 113,001
=========== =========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Without Consolidare and Subsidiaries
For the Six Months Ended June 30, 1999 and 1998
(Unaudited)
Variance
Without without
Consolidare Consolidare
and and
Subsidiaries Subsidiaries
REVENUES: 1999 Amount Percent
- --------- ------------ ----------- -------------
<S> <C> <C> <C>
Insurance premiums
and other considerations $ 3,183,738 $ 168,864 5.6%
Net investment income 3,603,196 (108,983) (2.9)
Net mortuary and cemetery income 5,258,203 385,819 7.9
Realized gains on investments
and other assets 225,658 127,559 130.0
Mortgage fee income 6,719,818 2,536,423 60.6
Other 56,158 17,638 45.8
----------- -----------
Total Revenues 19,046,771 3,127,320 19.6
=========== ===========
BENEFITS AND EXPENSES:
- ---------------------
Death benefits 1,393,244 271,197 24.2
Surrenders and other
policy benefits 895,099 354,388 65.5
Increase in future policy benefits 1,305,365 (419,306) (24.3)
Amortization of deferred policy
acquisition costs and cost of
insurance acquired 685,104 92,050 15.5
General and administrative
expenses:
Commissions 5,280,028 2,036,511 62.8
Salaries 3,248,038 627,774 24.0
Other 3,681,000 408,420 12.5
Interest expense 490,259 70,530 16.8
Cost of mortuaries and cemeteries
goods and services sold 1,724,774 182,154 11.8
----------- ----------
Total benefits and expenses 18,702,911 3,623,718 24.0
=========== ==========
Earnings before income taxes 343,860 (496,398) (59.1)
Income tax expense (177,223) 17,108 (8.8)
Minority interest in income
of subsidiary -- --
----------- -----------
Net earnings $ 166,637 $ (479,290) (74.2)%
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Without Consolidare and Subsidiaries
For the Three Months Ended June 30, 1999 and 1998
(Unaudited)
Consolidare
and
Subsidiaries
REVENUES: 1999 1998 1999
- -------- --------- --------- -------------
<S> <C> <C> <C>
Insurance premiums
and other considerations $ 3,010,592 $1,456,809 $ 1,425,230
Net investment income 2,805,006 1,868,025 1,032,621
Net mortuary and cemetery income 2,902,585 2,433,092 --
Realized gains on investments
and other assets 55,965 62,053 --
Mortgage fee income 3,618,416 2,279,449 --
Other 741,142 12,598 721,904
----------- ----------- -----------
Total Revenues 13,133,706 8,112,026 3,179,755
=========== =========== ===========
BENEFITS AND EXPENSES:
- ---------------------
Death benefits 1,392,483 611,699 705,890
Surrenders and other
policy benefits 1,322,294 241,222 791,703
Increase in future policy benefits 601,892 970,281 11,602
Amortization of deferred policy
acquisition costs and cost of
insurance acquired 1,221,623 296,527 829,071
General and administrative
expenses:
Commissions 2,823,607 1,688,584 (83,488)
Salaries 1,959,014 1,356,994 394,729
Other 2,139,098 1,614,454 348,906
Interest expense 228,997 234,431 --
Cost of mortuaries and cemeteries
goods and services sold 987,943 871,741 --
----------- ----------- ----------
Total benefits and expenses 12,676,951 7,885,933 2,998,413
=========== =========== ==========
Earnings before income taxes 456,755 226,093 181,342
Income tax expense (171,394) (59,076) (30,171)
Minority interest in income
of subsidiary (94,750) -- (94,750)
----------- ----------- -----------
Net earnings $ 190,611 $ 167,017 $ 56,421
=========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SECURITY NATIONAL FINANCIAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Without Consolidare and Subsidiaries
For the Three Months Ended June 30, 1999 and 1998
(Unaudited)
Variance
Without without
Consolidare Consolidare
and and
Subsidiaries Subsidiaries
REVENUES: 1999 Amount Percent
- --------- ------------- ---------- -------------
<S> <C> <C> <C>
Insurance premiums
and other considerations $ 1,585,362 $ 128,553 8.8%
Net investment income 1,772,385 (95,640) (5.1)
Net mortuary and cemetery income 2,902,585 469,493 19.3
Realized gains on investments
and other assets 55,965 (6,088) (9.8)
Mortgage fee income 3,618,416 1,338,967 58.7
Other 19,238 6,640 52.7
Total Revenues 9,953,951 1,841,925 22.7
BENEFITS AND EXPENSES:
Death benefits 686,593 74,894 12.2
Surrenders and other
policy benefits 530,591 289,369 120.0
Increase in future policy benefits 590,290 (379,991) (39.2)
Amortization of deferred policy
acquisition costs and cost of
insurance acquired 392,552 96,025 32.4
General and administrative
expenses:
Commissions 2,907,095 1,218,511 72.2
Salaries 1,564,285 207,291 15.3
Other 1,790,192 175,738 10.9
Interest expense 228,997 (5,434) (2.3)
Cost of mortuaries and cemeteries
goods and services sold 987,943 116,202 13.3
---------- ----------
Total benefits and expenses 9,678,538 1,792,605 22.7
========== ==========
Earnings before income taxes 275,413 49,320 21.8
Income tax expense (141,223) (82,147) 139.1
Minority interest in income
of subsidiary -- --
---------- ---------
Net earnings $ 134,190 $(32,827) (19.7)
========== =========
</TABLE>
<PAGE>
Part II Other Information:
Item 1. Legal Proceedings
The Company has been named as a party in connection with
pending litigation brought by Garry Eckard & Co., Inc.
("Eckard") in the Federal District Court for the Southern
District of Indiana. The complaint was filed on October
14, 1996 and alleges breach of contract and civil
conversion pertaining to a finder's fee and seeks an
unspecified amount of damages plus costs and attorneys'
fees. In a prior letter to the Company from Eckard, it
appears that the amount of the fee being sought is
$152,000 (excluding interest and attorney's fees). The
complaint, pursuant to the civil conversion claim, seeks
treble damages under Indiana's civil conversion statute.
The complaint was initially filed in the Indiana Hamilton
County Superior Court, but was subsequently removed by the
Company to the Federal District Court for the Southern
District of Indiana. The Company filed a motion to
dismiss for lack of personal jurisdiction and Eckard filed
a motion to amend its complaint and to add Security
National Life Insurance Company, a subsidiary of the
Company, as a party defendant. On March 18, 1997, the
Company's motion was granted to dismiss the complaint
against the Company for lack of personal jurisdiction and
Eckard's motion was granted to amend the complaint by
adding Security National Life Insurance Company as a party
defendant. The Company's motion to dismiss the complaint
against the Company was granted without prejudice, which
allows the complaint to be refiled in an appropriate
jurisdiction.
Security National Life Insurance Company also filed a
motion to dismiss for lack of personal jurisdiction. On
October 10, 1997, this motion to dismiss the complaint for
lack of personal jurisdiction was granted thereby also
dismissing the case against Security National Life
Insurance Company. Thus, the case in Indiana was
dismissed without prejudice against both the Company and
Security National Life Insurance Company for lack of
personal jurisdiction.
On March 13, 1998, a letter was sent by Eckard's counsel
relative to a settlement proposal together with a draft
complaint against the Company and Security National Life
Insurance Company for filing in the United States District
Court for the District of Utah. There was no material
difference between the complaint prepared for filing
in Utah and the amended complaint which had been filed in
Indiana. The complaint was filed in Utah on August 13,
1998. Since its filing (the claims being the same as in
the Indiana action), the treble damage claim (conversion)
has been dismissed with prejudice. The contract claim is
the remaining claim. Eckard claims a fee of $151,000 plus
interest through July 31, 1999 of $168,729, plus
attorney's fees. The formal discovery period has ended.
Eckard and the Company have both filed motions for summary
judgment. Although no prediction of outcome is given,
management intends to vigorously defend the action.
The Company has been named as a party in a lawsuit brought
by Robert L. Anderson ("Anderson") in the Superior Court
of San Diego, North County Judicial District, State of
California. The complaint was filed on January 28, 1999
<PAGE>
and pertains to the creation of the San Diego Memorial
Park Partnership and the development of Singing Hills
Memorial Park Cemetery. Anderson was denominated as a
partner in the 1989 partnership agreement. He asserts
that the Company did not carry out the partnership
agreement in developing the property as a cemetery and
residential lots and that instead the property was later
acquired by California Memorial Estates, Inc., a
subsidiary of the Company, and developed. Anderson
asserts a claim for lost profits because of alleged breach
of the partnership agreement and further asserts breach
of fiduciary duty, actual fraud, constructive fraud, asks
for an accounting, and alleges conspiracy and declaratory
relief. He seeks punitive damages, legal fees and costs.
Formal discovery has begun. At this juncture, with
discovery in the beginning stage, no complete evaluation
has been made. Management, however, intends to vigorously
defend the matter and believes that Anderson did not
perform as required and that he has no bona fide basis to
complain.
The Company is not a party to any other legal proceedings
outside the ordinary course of the Company's business or
to any other legal proceedings which, adversely
determined, would have a material adverse effect on the
Company or its business.
Item 2. Changes in Securities
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Security Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3. A. Articles of Restatement of Articles of Incorporation (8)
B. Bylaws (1)
4. A. Specimen Class A Stock Certificate (1)
B. Specimen Class C Stock Certificate (1)
C. Specimen Preferred Stock Certificate and Certificate of
Designation of Preferred Stock (1)
10. A. Restated and Amended Employee Stock Ownership Plan and
Trust Agreement (1)
B. Deferred Compensation Agreement with George R. Quist (2)
C. 1993 Stock Option Plan (3)
D. Promissory Note with Key Bank of Utah (4)
E. Loan and Security Agreement with Key Bank of Utah (4)
F. General Pledge Agreement with Key Bank of Utah (4)
G. Note Secured by Purchase Price Deed of Trust and
Assignment of Rents with the Carter Family Trust and the
Leonard M. Smith Family Trust (5)
<PAGE>
H. Deed of Trust and Assignment of Rents with the Carter
Family Trust and the Leonard M. Smith Family Trust (5)
I. Promissory Note with Page and Patricia Greer (6)
J. Pledge Agreement with Page and Patricia Greer (6)
K. Promissory Note with Civil Service Employees Insurance
Company (7)
L. Deferred Compensation Agreement with William C. Sargent
(8)
M. Employment Agreement with Scott M. Quist. (8)
N. Acquisition Agreement with Consolidare Enterprises, Inc.,
and certain shareholders of Consolidare. (9)
O. Agreement and Plan of Merger between Consolidare
Enterprises, Inc., and SSLIC Holding Company. (10)
P. Administrative Services Agreement with Southern Security
Life Insurance Company. (11)
Q. Promissory Note with George R. Quist. (12)
(1) Incorporated by reference from Registration Statement
on Form S-1, as filed on June 29, 1987.
(2) Incorporated by reference from Annual Report on Form
10-K, as filed on March 31, 1989.
(3) Incorporated by reference from Annual Report on Form
10-K, as filed on March 31, 1994.
(4) Incorporated by reference from Report on Form 8-K, as
filed on February 24, 1995.
(5) Incorporated by reference from Annual Report on Form
10K, as filed on March 31, 1995.
(6) Incorporated by reference from Report on Form 8-K, as
filed on May 1, 1995.
(7) Incorporated by reference from Report on Form 8-K, as
filed on January 16, 1996.
(8) Incorporated by reference from Annual Report on Form
10-K, as filed on March 31, 1998.
(9) Incorporated by reference from Report on Form 8-K, as
filed on May 11, 1998.
(10) Incorporated by reference from Report on Form 8-K, as
filed on January 4, 1999.
(11) Incorporated by reference from Report on Form 8-K, as
filed on March 4, 1999.
(12) Incorporated by reference from Annual Report on Form
10-K, as filed on April 14, 1999.
27. Financial Data Schedule
(b) Reports on Form 8-K:
NONE
<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.
REGISTRANT
SECURITY NATIONAL FINANCIAL CORPORATION
Registrant
DATED: August 19, 1999 By: George R. Quist,
--------------- -----------------
President and Chief Executive Officer
(Principal Executive Officer)
DATED: August 19, 1999 By: Scott M. Quist
--------------- --------------
First Vice President, General Counsel
and Treasurer (Principal
Financial and Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1999
<DEBT-HELD-FOR-SALE> 26,403,232
<DEBT-CARRYING-VALUE> 27,417,453
<DEBT-MARKET-VALUE> 26,403,232
<EQUITIES> 5,399,057
<MORTGAGE> 14,863,854
<REAL-ESTATE> 7,924,809
<TOTAL-INVEST> 114,551,029
<CASH> 7,070,297
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 10,296,855
<TOTAL-ASSETS> 204,548,517
<POLICY-LOSSES> 1,633,418
<UNEARNED-PREMIUMS> 2,023,337
<POLICY-OTHER> 1,913,954
<POLICY-HOLDER-FUNDS> 131,340,860
<NOTES-PAYABLE> 13,037,884
0
0
<COMMON> 10,324,002
<OTHER-SE> 15,933,784
<TOTAL-LIABILITY-AND-EQUITY> 204,548,517
6,360,008
<INVESTMENT-INCOME> 5,346,571
<INVESTMENT-GAINS> 225,658
<OTHER-INCOME> 12,756,083
<BENEFITS> 6,362,797
<UNDERWRITING-AMORTIZATION> 2,526,176
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 502,682
<INCOME-TAX> 159,413
<INCOME-CONTINUING> 279,638
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 279,638
<EPS-BASIC> 0.06
<EPS-DILUTED> 0.06
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
