<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[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 0-3658
-------------------------------------------------------
THE FIRST AMERICAN FINANCIAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Incorporated in California 95-1068610
- --------------------------------------------- -------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
114 East Fifth Street, Santa Ana, California 92701-4699
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(714) 558-3211
----------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
$1 par value - 11,599,548 as of May 12, 1997
<PAGE>
INFORMATION INCLUDED IN REPORT
------------------------------
Part I: Financial Information
Item 1. Financial Statements
A. Condensed Consolidated Statements of Income
B. Condensed Consolidated Balance Sheets
C. Condensed Consolidated Statements of Cash Flows
D. Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Part II: Other Information
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Items 1-3, and 5 have been omitted because they are not applicable with
respect to the current reporting period.
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.
THE FIRST AMERICAN FINANCIAL CORPORATION
----------------------------------------
(Registrant)
/s/ Thomas A. Klemens
---------------------------------------
Thomas A. Klemens
Executive Vice President
Chief Financial Officer
(Principal Financial Officer and Duly
Authorized to Sign on Behalf of
Registrant)
Date: May 14, 1997
1
<PAGE>
Part I: Financial Information
Item 1. Financial Statements
THE FIRST AMERICAN FINANCIAL CORPORATION
AND SUBSIDIARY COMPANIES
------------------------
Condensed Consolidated Statements of Income
-------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31
----------------------------------
1997 1996
------------------ -------------
<S> <C> <C>
REVENUES
Operating revenues $ 376,425,000 $ 340,879,000
Investment and other income 6,452,000 6,497,000
------------------ -------------
382,877,000 347,376,000
------------------ -------------
EXPENSES
Salaries and other personnel costs 140,787,000 120,240,000
Premiums retained by agents 122,193,000 109,872,000
Other operating expenses 84,470,000 73,464,000
Provision for title losses and other claims 18,592,000 18,975,000
Depreciation and amortization 6,475,000 4,449,000
Interest 1,122,000 1,229,000
Minority interests 311,000 620,000
------------------ -------------
373,950,000 328,849,000
------------------ -------------
Income before premium and income taxes 8,927,000 18,527,000
Premium taxes 4,161,000 3,545,000
------------------ -------------
Income before income taxes 4,766,000 14,982,000
Income taxes 1,900,000 6,400,000
------------------ -------------
Net income $ 2,866,000 $ 8,582,000
================== =============
Net income per share $ .25 $ .75
================== =============
Cash dividends per share $ .18 $ .15
================== =============
Weighted average number of shares 11,567,000 11,428,000
================== =============
</TABLE>
<PAGE>
THE FIRST AMERICAN FINANCIAL CORPORATION
AND SUBSIDIARY COMPANIES
------------------------
Condensed Consolidated Balance Sheets
-------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $140,139,000 $173,439,000
-------------- -----------------
Accounts and accrued income receivable, net 88,047,000 89,355,000
-------------- -----------------
Income taxes receivable 464,000
--------------
Investments:
Deposits with savings and loan associations and banks 19,558,000 21,674,000
Debt securities 122,928,000 130,576,000
Equity securities 8,889,000 8,517,000
Other long-term investments 32,059,000 30,414,000
-------------- ----------------
183,434,000 191,181,000
-------------- ----------------
Loans receivable 56,531,000 54,256,000
-------------- ----------------
Property and equipment, at cost 230,075,000 222,917,000
Less- accumulated depreciation (94,791,000) (92,451,000)
-------------- ----------------
135,284,000 130,466,000
-------------- ----------------
Title plants and other indexes 95,714,000 94,226,000
-------------- ----------------
Assets acquired in connection with claim settlements
(net of valuation reserves of $9,260,000 and
$10,278,000) 21,952,000 24,270,000
-------------- ----------------
Deferred income taxes 36,826,000 38,401,000
-------------- ----------------
Goodwill and other intangibles, net 89,874,000 87,189,000
-------------- ----------------
Deferred policy acquisition costs 24,569,000 24,753,000
-------------- ----------------
Other assets 83,635,000 72,258,000
-------------- ----------------
$956,469,000 $979,794,000
============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits $ 54,534,000 $ 51,321,000
-------------- ----------------
Accounts payable and accrued liabilities 110,496,000 130,325,000
-------------- ----------------
Deferred revenue 102,789,000 104,133,000
-------------- ----------------
Reserve for known and incurred but not reported claims 244,578,000 245,245,000
-------------- ----------------
Income taxes payable 2,554,000
----------------
Notes and contracts payable 67,526,000 71,257,000
-------------- ----------------
Minority interests in consolidated subsidiaries 22,231,000 22,494,000
-------------- ----------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1 par value
Authorized - 500,000 shares; outstanding - none
Common stock, $1 par value
Authorized - 24,000,000 shares
Outstanding - 11,602,000 and 11,554,000 shares 11,602,000 11,554,000
Additional paid-in capital 51,289,000 49,420,000
Retained earnings 289,532,000 288,754,000
Net unrealized gain on securities 1,892,000 2,737,000
-------------- ----------------
354,315,000 352,465,000
-------------- ----------------
$956,469,000 $979,794,000
============== ================
</TABLE>
3
<PAGE>
THE FIRST AMERICAN FINANCIAL CORPORATION
AND SUBSIDIARY COMPANIES
------------------------
Condensed Consolidated Statements of Cash Flows
-----------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31
----------------------------------------------
1997 1996
-------------------- --------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,866,000 $ 8,582,000
Adjustments to reconcile net income to cash (used for) provided by
operating activities-
Provision for title losses and other claims 18,592,000 18,975,000
Depreciation and amortization 6,475,000 4,449,000
Minority interests in net income 311,000 620,000
Other, net (1,040,000) (784,000)
Changes in assets and liabilities excluding effects of company acquisitions
and noncash transactions-
Claims paid, including assets acquired, net of recoveries (16,953,000) (19,859,000)
Net change in income tax accounts (1,044,000) 2,991,000
Decrease (increase) in accounts and accrued income receivable 1,753,000 (4,937,000)
Decrease in accounts payable and accrued liabilities (22,421,000) (2,760,000)
Decrease in deferred revenue (1,344,000) (2,761,000)
Other, net (9,151,000) (2,057,000)
-------------------- --------------------
Cash (used for) provided by operating activities (21,956,000) 2,459,000
-------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash effect of company acquisitions (2,337,000) (1,548,000)
Net decrease (increase) in deposits with banks 2,116,000 (2,272,000)
Net increase in loans receivable (2,275,000) (2,633,000)
Purchases of debt and equity securities (9,155,000) (18,207,000)
Proceeds from sales of debt and equity securities 8,624,000 15,326,000
Proceeds from maturities of debt securities 6,504,000 1,013,000
Net decrease in other investments 369,000 257,000
Capital expenditures (9,853,000) (6,940,000)
Proceeds from sale of property and equipment 548,000 638,000
-------------------- --------------------
Cash used for investing activities (5,459,000) (14,366,000)
-------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in demand deposits 3,213,000 1,408,000
Repayment of debt (6,742,000) (4,597,000)
Purchase of Company shares (268,000) (28,000)
Cash dividends (2,088,000) (1,719,000)
-------------------- --------------------
Cash used for financing activities (5,885,000) (4,936,000)
-------------------- --------------------
Net decrease in cash and cash equivalents (33,300,000) (16,843,000)
Cash and cash equivalents - Beginning of year 173,439,000 145,902,000
-------------------- --------------------
- End of first quarter $ 140,139,000 $129,059,000
==================== ====================
SUPPLEMENTAL INFORMATION:
Cash paid during the first quarter for:
Interest $ 1,056,000 $ 1,209,000
Premium taxes $ 6,505,000 $ 3,529,000
Income taxes $ 4,197,000 $ 2,937,000
Noncash investing and financing activities:
Shares issued for stock bonus plan $ 2,185,000 $ 1,271,000
Liabilities incurred in connection with company acquisitions $ 3,011,000 $ 4,393,000
Net unrealized loss on securities $ (845,000) $ (1,134,000)
</TABLE>
<PAGE>
THE FIRST AMERICAN FINANCIAL CORPORATION
AND SUBSIDIARY COMPANIES
------------------------
Notes to Condensed Consolidated Financial Statements
----------------------------------------------------
(Unaudited)
Note 1 - Basis of Condensed Consolidated Financial Statements
- -------------------------------------------------------------
The condensed consolidated financial information included in this report has
been prepared in conformity with the accounting principles and practices
reflected in the consolidated financial statements included in the annual report
filed with the Commission for the preceding calendar year. All adjustments are
of a normal recurring nature and are, in the opinion of management, necessary to
a fair statement of the consolidated results for the interim periods. Any
statements in this report looking forward in time involve risks and
uncertainties, including but not limited to the following risks: the effect of
interest rate fluctuations; changes in the performance of the real estate
markets; the effect of changing economic conditions; and the demand for and the
acceptance of the Company's products. This report should be read in conjunction
with the Company's 1996 Annual Report to Stockholders and the Company's Annual
Report on Form 10-K for the year ended December 31, 1996.
Note 2 - Subsequent Event
- -------------------------
On April 22, 1997, the Company issued and sold $100 million of 8.5% trust
preferred securities, due in 2012, through its wholly owned subsidiary, First
American Capital Trust I. For financial reporting purposes, the securities will
be presented in the consolidated balance sheet of the Company as a separate line
item directly above stockholders' equity under the caption "Guaranteed Preferred
Beneficial Interests in Company's Junior Subordinated Deferrable Interest
Debentures." Distributions payable on the securities will be included as
interest expense in the Company's consolidated income statement.
The Company expects to use the proceeds from the sale of these 15-year
securities for repayment in full of the variable rate indebtedness portion of
its amended credit agreement, the financing of possible acquisitions and general
corporate purposes.
5
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations
- -------------
RESULTS OF OPERATIONS
Three months ended March 31:
OVERVIEW
Mortgage interest rates, which began to increase in the second quarter 1994,
peaked in January of 1995 and decreased throughout the remainder of that year
and into 1996, helped by an easing of monetary policy by the Federal Reserve
Board. Increased refinance activity together with an improvement in residential
resale transactions (including the beginnings of a modest housing recovery in
California), contributed to a strong first quarter 1996. A favorable real
estate economy continued throughout the remainder of 1996 and into the first
quarter 1997, resulting in record revenues and strong profits for the Company
for 1996 and relatively strong revenues for the first quarter 1997. However,
first quarter 1997 profits were adversely affected by the need for title
operations to maintain staffing levels, which had gradually increased throughout
1996, in order to service relatively strong residential resale orders scheduled
for closing in the second quarter 1997. Furthermore, the Company's information
services operations experienced higher overhead as they integrated recent
acquisitions and transitioned new accounts to their systems. Net income for the
first quarter 1997 was $2.9 million, or $0.25 per share, as compared with $8.6
million, or $0.75 per share, for the same period of the prior year.
OPERATING REVENUES
Set forth below is a summary of operating revenues for each of the Company's
segments.
<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------------------------
($000)
1997 % 1996 %
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Title Insurance:
Direct operations $147,674 39 $137,490 40
Agency operations 152,106 40 136,364 40
-------- ------- -------- -------
299,780 79 273,854 80
Real Estate Information 62,047 17 54,394 16
Home Warranty 10,068 3 8,739 3
Trust and Banking 4,530 1 3,892 1
-------- ------- -------- -------
Total $376,425 100 $340,879 100
======== ======= ======== =======
</TABLE>
Title Insurance. Operating revenues from direct title operations increased 7.4%
when compared with the same period of the prior year. This increase was
primarily attributable to an increase in the average revenues per order closed
as well as an increase in the number of title orders closed by the Company's
direct operations. The average revenues per order closed were $814 for the
current three month period, as compared with $774 for the same period of the
prior year. This increase was primarily due to an increased mix of residential
resale activity. The Company's direct operations closed 181,500 title orders
during the current quarter, as compared with 177,600 title orders closed during
the same period of the prior year. This increase was primarily due to the
factors mentioned above, as well as an increase in the Company's national market
share. Operating revenues from agency operations increased 11.5% when compared
with the same period of the prior year. This increase was primarily due to the
same factors affecting direct operations mentioned above, compounded by the
inherent delay in reporting by agents.
Real Estate Information. Real estate information operating revenues increased
14.1% when compared with the same period of the prior year. This increase was
primarily attributable to $7.8 million of operating revenues contributed by new
acquisitions.
Home Warranty. Home warranty operating revenues increased 15.2% when compared
with the same period of the prior year. This increase was primarily
attributable to improvements in the residential resale markets in which this
business segment operates.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations (continued)
- -------------------------
INVESTMENT AND OTHER INCOME
Investment and other income totaled $6.5 million for both the first quarter 1997
and 1996. This was primarily attributable to a relatively unchanged average
investment portfolio balance.
TOTAL OPERATING EXPENSES
Title Insurance. Salaries and other personnel costs were $108.8 million, an
increase of 14.4% when compared with the same period of the prior year. This
increase was primarily due to a 7% increase in staffing levels in order to
service the more labor intensive residential resale transactions (as opposed to
a predominate refinance mix in the same period of the prior year), modest salary
increases and $1.7 million related to acquisition activity.
Agents retained $122.2 million, or 80.3%, and $109.9 million, or 80.6%, of the
title premiums generated by agency operations for the first quarter 1997 and
1996, respectively. The percentage of title premiums retained by agents varies
from region to region. Accordingly, the geographical mix of revenues from
agency operations accounts for the variation in the percentage amount of title
premiums retained by agents.
Other operating expenses were $53.7 million, an increase of 7.8% when compared
with the same period of the prior year. This increase was primarily
attributable to the impact of certain incremental costs associated with
processing the increase in title orders closed during the current quarter,
marginal price level increases and $1.0 million related to acquisition activity.
The provision for title losses as a percentage of title insurance operating
revenues was 3.8% for the current quarter and 4.9% for the same period of the
prior year. The decrease in the current quarter was primarily due to an ongoing
improvement in the Company's loss experience.
Real Estate Information. Real estate information personnel and other operating
expenses were $51.6 million, an increase of 34.7% when compared with the same
period of the prior year. This increase was primarily due to $12.9 million of
costs associated with new acquisitions, as well as slightly higher overhead
costs attributable to the integration of the new acquisitions and transitioning
new accounts to their systems.
Home Warranty. Home warranty personnel and other operating expenses were $3.2
million, an increase of 20.1% when compared with the same period of the prior
year. This increase was primarily attributable to costs incurred servicing the
increased business volume and expansion into other states. The provision for
home warranty losses expressed as a percentage of home warranty operating
revenues was 58.2% and 51.7% for the first quarter 1997 and 1996, respectively.
The increase in loss ratio was primarily due to an increase in the average
number of claims per contract resulting from extended coverage on its
warranties.
7
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
- --------------------------------------------------------------------------
Operations (continued)
- ----------------------
PRETAX PROFITS
Set forth below is a summary of pretax profits for each of the Company's
segments.
<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------------------------
($000)
1997 % 1996 %
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Title Insurance $ 3,935 27 $ 8,159 33
Real Estate Information 7,823 54 13,782 55
Home Warranty 1,805 13 2,288 9
Trust and Banking 915 6 779 3
-------- ------- -------- -------
Total before corporate 14,478 100 25,008 100
======= =======
Corporate (5,551) (6,481)
-------- --------
Total $ 8,927 $ 18,527
======== ========
</TABLE>
In general, the title insurance business is a lower profit margin business when
compared to the Company's other segments. The lower profit margins reflect the
high cost of producing title evidence whereas the corresponding revenues are
subject to regulatory and competitive pricing restraints. Due to this
relatively high proportion of fixed costs, title insurance profit margins
generally improve as closed order volumes increase. In addition, title
insurance profit margins are affected by the composition (residential or
commercial) and type (resale, refinancing or new construction) of real estate
activity. Profit margins from resale and new construction transactions are
generally higher than from refinancing transactions because in many states there
are premium discounts on, and cancellation rates are higher for, refinance
transactions. Title insurance profit margins are also affected by the percentage
of operating revenues generated by agency operations. Profit margins from
direct operations are generally higher than from agency operations due primarily
to the large portion of the premium that is retained by the agent. Real estate
information pretax profits are generally unaffected by the type of real estate
activity but increase as the volume of residential real estate loan transactions
increase.
PREMIUM TAXES
Premium taxes were $4.2 million and $3.5 million for the first quarter 1997 and
1996, respectively. Premium taxes as a percentage of title insurance operating
revenues remained relatively constant at approximately 1.3%.
INCOME TAXES
The effective income tax rate was 39.9% for the current quarter and 42.7% for
the same period of the prior year. The decrease in effective rate was primarily
attributable to a decrease in state income taxes resulting from the Company's
non-insurance subsidiaries decrease in pretax profits.
NET INCOME
Net income for the current quarter was $2.9 million, or $0.25 per share,
compared with net income of $8.6 million, or $0.75 per share.
8
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
- --------------------------------------------------------------------------
Operations (continued)
- ----------------------
LIQUIDITY AND CAPITAL RESOURCES
Total cash and cash equivalents decreased $33.3 million and $16.8 million for
the three months ended March 31, 1997 and 1996, respectively. The decrease for
the current period was primarily attributable to cash used for operating
activities, capital expenditures and repayment of debt. The decrease in the
prior year period was primarily due to capital expenditures and repayment of
debt.
Notes and contracts payable as a percentage of total capitalization decreased to
15.2% at March 31, 1997, from 16.0% at December 31, 1996. The decrease was
primarily due to the reduction of indebtedness.
On April 22, 1997, the Company issued and sold $100 million of 8.5% trust
preferred securities, due in 2012, through its wholly owned subsidiary, First
American Capital Trust I. The Company expects to use the proceeds from the sale
of these 15-year securities for repayment in full of the variable rate
indebtedness portion of its amended credit agreement, the financing of possible
acquisitions and general corporate purposes. See Note 2 to these Condensed
Consolidated Financial Statements for further detail.
9
<PAGE>
Part II: Other Information
-----------------
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The annual meeting of shareholders (the "Meeting") of The First
American Financial Corporation (the "Company") was held on Thursday,
April 24, 1997.
(b) The names of the persons who were nominated to serve as directors of
the Company for the ensuing year are listed below, together with a
tabulation of the results of the voting with respect to each nominee.
Each of the persons named was nominated by management of the Company
and all such nominees were elected.
<TABLE>
<CAPTION>
Name of Nominee Votes For Votes Withheld
--------------- --------- --------------
<S> <C> <C>
George L. Argyros 9,252,485 19,471
Gary J. Beban 9,250,488 21,268
J. David Chatham 9,252,291 19,665
William G. Davis 8,642,217 627,850
James L. Doti 9,251,114 20,842
Lewis W. Douglas, Jr. 9,252,182 19,774
Paul B. Fay, Jr. 9,252,137 19,819
Dale F. Frey 9,251,649 20,107
D. P. Kennedy 9,252,760 19,196
Parker S. Kennedy 9,251,680 20,276
Robert B. McLain 9,253,198 18,758
Anthony R. Moiso 9,252,783 19,173
R. J. Munzer 8,685,659 586,020
Frank E. O'Bryan 9,252,291 19,665
Roslyn B. Payne 9,242,818 20,543
Virginia M. Ueberroth 9,253,083 18,665
</TABLE>
(c) At the Meeting, the holders of a majority of the Company's Common
shares voted "FOR" the proposal to approve the Company's 1997 Directors
Stock Plan. The results of the voting of this proposal are set forth
below.
<TABLE>
<CAPTION>
Votes For Votes Against Votes Withheld Broker Nonvotes
--------- ------------- -------------- ---------------
<S> <C> <C> <C>
8,797,602 394,877 79,477 136,709
</TABLE>
No other matters were voted upon at the Meeting or during the quarter
for which this report is filed.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
(10) The First American Financial Corporation 1997 Directors
Stock Plan, incorporated by reference herein from definitive
Proxy Statement dated March 27, 1997.
(27) Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarterly
period covered by this report.
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<DEBT-HELD-FOR-SALE> 122,928,000
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 8,889,000
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 183,434,000
<CASH> 140,139,000
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 24,569,000
<TOTAL-ASSETS> 956,469,000
<POLICY-LOSSES> 244,578,000
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 67,526,000
0
0
<COMMON> 11,602,000
<OTHER-SE> 342,713,000
<TOTAL-LIABILITY-AND-EQUITY> 956,469,000
376,425,000
<INVESTMENT-INCOME> 4,835,000
<INVESTMENT-GAINS> 1,617,000
<OTHER-INCOME> 0
<BENEFITS> 18,592,000
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 4,766,000
<INCOME-TAX> 1,900,000
<INCOME-CONTINUING> 2,866,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,866,000
<EPS-PRIMARY> .25
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
