<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended March 31, 1997 Commission File Number 1-7255
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-1219710
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1776 American Heritage Life Drive, Jacksonville, Florida 32224
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 992-1776
Former name, former address and former fiscal year, if changed since last
report
N/A
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
--- ---
Number of registrant's shares of common stock outstanding at
April 30, 1997
13,817,242
<PAGE> 2
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(unaudited)
MARCH 31, 1997 DECEMBER 31, 1996
---------------- -----------------
(Amounts in thousands, except share and per share amounts)
<S> <C> <C>
ASSETS
Investments:
Debt securities, available-for-sale, at fair
value (cost of $812,706 in 1997 and
$512,900 in 1996) 803,415 521,916
Equity securities, available-for-sale, at
fair value (cost of $22,072 in 1997
and $21,465 in 1996) 36,202 34,520
Mortgage loans on real estate 60,663 53,736
Investment real estate, at cost 461 453
Policy loans 423,078 399,608
Short-term investments 1,908 1,216
---------- ---------
Total investments 1,325,727 1,011,449
---------- ---------
Cash 17,916 21,672
Agents' balances and prepaid commissions 34,361 35,730
Premiums receivable 41,320 40,989
Accrued investment income 35,080 24,958
Deferred acquisition costs 210,871 173,699
Property and equipment, at cost,
less accumulated depreciation 29,724 28,926
Reinsurance receivables 11,445 13,423
Other assets 31,646 19,271
---------- ---------
Total assets $1,738,090 1,370,117
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Policy liabilities:
Future policy benefits 266,040 203,396
Policyholders' account balances 950,120 681,098
Unearned premiums 51,673 52,279
Policy and contract claims 53,855 51,261
---------- ---------
Total policy liabilities 1,321,688 988,034
Notes payable to banks 116,019 85,459
Deferred income taxes 33,729 32,344
Other liabilities 40,928 35,337
---------- ---------
Total liabilities 1,512,364 1,141,174
---------- ---------
Stockholders' equity:
Common stock of $1 par value. Authorized
35,000,000 in 1997 and 1996; issued
13,990,371 in 1997 and 13,967,253 in 1996 13,990 13,967
Additional paid-in capital 43,228 42,644
Retained earnings 168,582 163,460
Net unrealized investment gains (losses) 3,717 12,158
---------- ---------
229,517 232,229
Less cost of 173,128 in 1997 and 153,728
in 1996 common shares in treasury 3,791 3,286
---------- ---------
Total stockholders' equity 225,726 228,943
---------- ---------
Total liabilities and shareholders' equity $1,738,090 1,370,117
========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 3
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
(Amounts in thousands, except share and per share amounts)
1997 1996
---- ----
<S> <C> <C>
Income:
Insurance revenues $ 65,048 61,187
Net investment income 25,223 19,070
Realized investment gains, net 103 105
---------- ----------
Total income 90,374 80,362
---------- ----------
Benefits, claims and expenses:
Benefits and claims 41,618 35,929
Underwriting, acquisition and insurance expenses:
Taxes, commissions and general expenses 28,687 27,175
Amortization of deferred acquisition costs 6,937 6,403
Other operating expenses 1,582 954
---------- ----------
Total benefits, claims and expenses 78,824 70,461
---------- ----------
Earnings before income taxes 11,550 9,901
Income taxes 3,805 3,172
---------- ----------
Net earnings $ 7,745 6,729
========== ==========
Net earnings per share of common stock $ .56 $ .49
========== ==========
Dividends declared per share .19 .18
========== ==========
Average number of shares outstanding 13,810,142 13,833,356
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 4
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
(Amounts in thousands, except share and per share amounts)
1997 1996
--------- -------
<S> <C> <C>
Common stock:
Balance at beginning of period $ 13,967 13,933
Other shares issued 23 28
--------- -------
Balance at end of period 13,990 13,961
--------- -------
Additional paid-in capital:
Balance at beginning of period 42,644 42,215
Excess over par value on shares issued 584 317
Net change on exercise of stock options - 100
--------- -------
Balance at end of period 43,228 42,632
--------- -------
Retained earnings:
Balance at beginning of period 163,460 148,454
Add net earnings 7,745 6,729
--------- -------
171,205 155,183
Deduct cash dividends declared on common stock - $.19
per share in 1997 and $.18 per share in 1996 (2,623) (2,485)
--------- -------
Balance at end of period 168,582 152,698
--------- -------
Net unrealized investment gains (losses):
Balance at beginning of period 12,158 16,772
Change during the period (8,441) (6,464)
--------- -------
Balance at end of period 3,717 10,308
--------- -------
Treasury stock:
Balance at beginning of period 3,287 2,045
Add treasury shares purchased (19,400 shares in 1997
and 29,393 shares in 1996) 504 673
--------- -------
Balance at end of period 3,791 2,718
--------- -------
Total stockholders' equity $ 225,726 216,881
========= =======
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 5
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
STATEMENTS OF CONSOLIDATED CASH FLOW
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
------- -------
(Amounts in thousands)
<S> <C> <C>
Operating activities:
Net earnings $ 7,745 6,729
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Change in agents' balances and prepaid commissions 1,369 133
Change in premiums receivable (331) (1,226)
Change in accrued investment income (4,918) (5,654)
Change in reinsurance receivables 1,733 (972)
Amortization of deferred acquisition costs 6,937 6,403
Acquisition costs deferred (10,269) (8,196)
Change in future policy benefits (1,685) (7,434)
Change in policyholders' account balances 21,075 12,517
Change in unearned premiums (921) 228
Change in policy and contract claims 1,232 (2,586)
Change in income taxes 4,414 2,882
Provision for depreciation and amortization 710 791
Change in unearned investment income (90) (129)
Other, net (2,112) 757
------- -------
Net cash provided by operating activities 24,889 4,243
------- -------
Investing activities:
Sales of debt securities 25,180 1,232
Maturities of debt securities 10,975 6,980
Sales (purchases) of short-term investments, net 1,545 13,742
Sales of equity securities 1,533 68
Maturities of mortgage loans on real estate 1,005 1,251
Policy loans paid 2,408 9,540
Acquisition, net of cash acquired (45,266) -
Purchases of debt securities (33,144) (28,810)
Purchases of equity securities - (1,411)
Origination of mortgage loans on real estate (5,595) (6,185)
Policy loans made (7,544) (7,169)
Purchases and additions of property and equipment
and investment real estate (777) (715)
Other, net (36) 9,618
------- --------
Net cash used by investing activities (49,716) (1,859)
------- -------
Financing activities:
Change in notes payable to banks, net 23,590 980
Dividends to stockholders (2,623) (2,486)
Other, net 104 (232)
------- -------
Net cash provided (used) by financing activities 21,071 (1,738)
------- -------
Increase (decrease) in cash (3,756) 646
Cash, beginning of period 21,672 20,682
------- -------
Cash, end of period $17,916 21,328
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 6
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
(1) The accompanying consolidated financial statements, which are unaudited,
in the opinion of management, include all adjustments necessary to present
fairly the consolidated results of operations and financial position of
the Company for the periods indicated. However, certain information and
note disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
omitted. It is suggested that these consolidated financial statements be
read in conjunction with the consolidated financial statements, schedules
and notes thereto included in the Company's Form 10-K for the year ended
December 31, 1996.
(2) The financial statements of the Company's life insurance operations,
primarily the operations of American Heritage Life Insurance Company (AHL)
and Columbia Universal Life Insurance Company (CUL), have been included in
the consolidated financial statements on the basis of generally accepted
accounting principles.
(3) On March 3, 1997, the Company closed on the acquisition of Columbia
Universal Corporation and its principal subsidiary, CUL, for $44.0 million
in cash. CUL markets individual life, annuity and supplemental health
products to selected markets. Amounts for CUL are reflected in the
Company's March 31, 1997 financial statements.
(4) Earnings per share of common stock were based on the weighted average
number of shares outstanding during each period, excluding treasury
shares. Options outstanding to purchase common stock had no significant
dilutive effect on earnings per share.
(5) Current accrued income taxes were included in other liabilities in the
amount of $2,360,000 at March 31, 1997 and $100,000 at December 31, 1996,
in the accompanying consolidated balance sheets.
(6) The Company's insurance subsidiaries, like other insurance companies, are
currently defendants in lawsuits that involve claims for punitive,
exemplary or other extracontractual damages, which are for amounts
substantially in excess of the actual damages sought. Management
considers such litigation regrettably to be of the type to which insurance
companies are usually and customarily subjected to in the ordinary course
of business and to date the settlements of such claims of this nature have
not been material to the financial position of the Company. In the
opinion of management, based on the currently ascertained facts of the
pending litigation, which the Company intends to vigorously defend, the
ultimate resolution of such litigation should not be material to the
financial position of the Company.
5
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PERIOD ENDED MARCH 31, 1997 COMPARED TO
PERIOD ENDED MARCH 31, 1996
RESULTS OF OPERATIONS
American Heritage Life Investment Corporation (AHLIC) and subsidiaries (the
"Company") are engaged primarily in the life insurance business. The Company's
consolidated earnings are primarily attributable to its principal insurance
subsidiaries, American Heritage Life Insurance Company (AHL) and Columbia
Universal Life Insurance Company (CUL). Significant changes in the components
of the consolidated results of operations for the comparative periods are
presented below.
On December 10, 1996, the Company announced it had entered into an agreement in
principle to acquire Columbia Universal for $44 million in cash. This
acquisition closed on March 3, 1997. This acquisition was reflected in the
Company's financial statements at March 31, 1997. Effective December 31, 1996,
the Company acquired a block of business from Kentucky Home Mutual Life
Insurance Company with approximately $1.8 million of premiums and premium
equivalents and $3.3 million of assets.
Insurance revenues for reporting purposes pursuant to generally accepted
accounting principles (GAAP) include only the mortality, expense, and surrender
charges for interest-sensitive products. Insurance revenues do not include
group and credit premium equivalents and cash deposits from interest-sensitive
products. Insurance revenues for the three months ended March 31, 1997 were
$65.0 million, an increase of 6.3% from the $61.2 million for the same period
in 1996. This increase was due primarily to an increase in ordinary accident
and health insurance revenues and the inclusion of CUL revenues of $3.5 million
in 1997 with no comparable amount in 1996.
As a result of more of the ordinary life business being interest-sensitive, the
group business being on a self-funded or split-funded basis and the credit
business being written on a reinsurance/administrative services only basis, in
which only the fees charged are included in insurance revenues for GAAP
purposes, it is necessary to evaluate insurance revenues including premium
equivalents. Including premium equivalents of $78.8 million and $60.8 million
for the three months ended March 31, 1997 and 1996, respectively, insurance
revenues, including premium equivalents, were $143.9 million and $122.0
million, up 17.9% in 1997. These increases in insurance revenues including
premium equivalents were due to an increase in long-term care revenues.
Additionally, credit insurance revenues and premium equivalents were up due to
increased sales of reinsurance, which generally provides less risk to the
Company at an acceptable profit margin and an increase in administrative
services only business. Also, CUL revenues and premium equivalents were $9.3
million in 1997 with no comparable amount in 1996.
For the three months ended March 31, 1997, net investment income was $25.2
million, an increase of 32.3% over the $19.1 million reported for the same
period in 1996. This increase in net investment income for the three months
ended March 31, 1997 compared to the same period in 1996 was due primarily to
an increase in invested assets, and $6.1 million of investment income for CUL
with no comparable amount in 1996, partially offset by a decrease in Management
Security Plan (MSP) policy loan interest due to a decrease in the average rate
6
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PERIOD ENDED MARCH 31, 1997 COMPARED TO
PERIOD ENDED MARCH 31, 1996
RESULTS OF OPERATIONS (CONTINUED)
charged (7.98% in 1997 versus 9.36% in 1996) on increased policy loan balances
(see page 8 for discussion regarding MSP loans.) The effective yield on
invested assets for the three months ended March 31, 1997 was 7.50% compared to
7.80% for the same period in 1996.
Benefits and claims were $41.6 million for the three months ended March 31,
1997, up 15.8% from the $35.9 million for the same period in 1996. The
increase for the three months ended March 31, 1997 versus 1996 was due
primarily to increased ordinary benefits, including increased dread disease
claims and an increase in reserves for long-term care business due to its
growth. Also, 1997 included benefits and claims for CUL of $6.7 million with
no comparable amount for 1996.
Taxes, commissions, and general expenses aggregated $28.7 million for the first
three months of 1997 versus $27.2 million for the first three months of 1996,
or an increase of 5.6%. The increase was primarily due to CUL taxes,
commissions and general expenses of $1.5 million for 1997 with no comparable
amount for 1996.
Pursuant to GAAP, the initial costs directly associated with selling,
underwriting, and processing ordinary insurance are deferred and amortized over
the premium-paying period of the related policies for traditional products.
For interest-sensitive products, these costs are amortized over the lives of
the policies in relation to the present value of estimated gross profits from
surrender charges and investment, mortality, and expense margins. These costs
increase as the amount of sales and insurance in force increase. The charge to
earnings for acquisition costs of ordinary insurance is comprised of two
components: (1) the amortization of costs for policies which remain in force,
and (2) the write-off of unamortized costs related to policies which are
terminated. For the three months ended March 31, 1997, the amortization of
deferred acquisition costs was $6.9 million compared to $6.4 million for the
comparable period in 1996. The increase in amortization expense for the three
months ended March 31, 1997 was primarily due to increased amortization from
the growth of business in force and CUL amortization of $.9 million for 1997
with no comparable amount for 1996.
For the three months ended March 31, 1997, other operating expenses were $1.6
million compared to $1.0 million for the same period in 1996, or an increase of
65.8%. These increases were due primarily to an increase in interest expense
as a result of an increase in the amount of average outstanding bank debt
including increased debt related to the acquisition of CUL.
Income taxes increased 20.0% for the three months ended March 31, 1997 from the
same period in 1996, primarily as a result of an increase in net earnings and a
higher effective tax rate. For the three months ended March 31, 1997 and 1996,
the effective tax rate was 32.9% and 32.0%, respectively. The increase in the
effective tax rate was primarily due to CUL's earnings being taxed at a rate of
35% in 1997.
7
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PERIOD ENDED MARCH 31, 1997 COMPARED TO
PERIOD ENDED MARCH 31, 1996
LIQUIDITY AND CAPITAL RESOURCES
The Company is engaged primarily in the life insurance business. The principal
subsidiaries, AHL and CUL, generate major sources of cash flow from premiums
collected for traditional insurance products, deposits, and policy charges for
interest-sensitive products and investment income attributable to the life
insurance operations and associated investment portfolio. This results in a
significant portion of the Company's assets being liquid. Such assets are made
up of cash, short-term investments, and readily marketable securities.
As an insurer, the Company is required to maintain substantial liabilities for
future policy benefits and policyholders' account balances. Since premiums and
deposits received in anticipation of such benefits are investable funds, it is
expected that the Company will continue to increase its investment portfolio
using cash flow from operations.
The increase in net cash provided by operating activities for the three months
ended March 31, 1997, compared to the same period in 1996, was due primarily to
1996 including the funding of surrenders of certain ordinary life policies with
no such comparable surrenders for 1997.
The increase in net cash used by investing activities for the first quarter of
1997 versus the same period in 1996 was due primarily to the acquisition of
CUL.
The increase in net cash provided by financing activities for the three months
ended March 31, 1997, compared to the same period in 1996, was due primarily to
increased borrowing on a line of credit for the acquisition of CUL, which was
partially offset with the pay off of $20.0 million of debt related to certain
investment purchases in prior years.
The Company's policy loans are a higher percentage of invested and total assets
than industry norm as a result of a significant block of Management Security
Plan (MSP) business. The MSP product is an interest-sensitive, deferred
compensation/executive benefit-type product with the policy loan feature being
an integral part of the product. A market rate of interest is charged on the
policy loans, and a predetermined built-in spread is achieved between the
interest rate charged on the policy loans and the interest rate credited on the
loaned funds. Accordingly, all MSP policy loans are completely collateralized
by the underlying policyholders' account balances. All policy loans are funded
out of cash provided by operating activities and do not represent a significant
restriction on the Company's liquidity.
At March 31, 1997, the fair value of the Company's debt and equity security
portfolio aggregated $839.6 million compared with an amortized cost of $834.8
million, or an unrealized gain of $4.8 million. At December 31, 1996, the fair
value of the portfolio aggregated $556.4 million compared with an amortized
cost of $534.4 million, or an unrealized gain of $22.0 million. This change in
the unrealized gain was primarily due to changes in market conditions.
8
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PERIOD ENDED MARCH 31, 1997 COMPARED TO
PERIOD ENDED MARCH 31, 1996
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The Company's amortized cost of high-yield bonds (rated below BBB by Standard &
Poor's Corporation and excluding non- rated and private placements) at March
31, 1997 aggregated $31.3 million with a market value of $30.5 million. At
market value, these investments represented 1.8% of total assets, or 2.3% of
total invested assets. Such holdings were not material to invested assets nor
is it expected that any subsequent gains or losses on these securities would be
material to the operations of the Company.
AHLIC is a holding company, and its liquidity is largely dependent on
the ability of its subsidiaries, primarily AHL, to pay dividends and on
external financings. As a result, AHLIC borrows on an interim basis through
lines of credit with its major banks to cover any short-term cash requirements
which may occur. The increase in bank debt at March 31, 1997, compared to the
amount at December 31, 1996, reflected the cash needs for the holding company
including the acquisition of CUL, stockholder dividends, federal income taxes,
and interest expense on outstanding debt partially offset by the payoff of
$20.0 million of debt related to investment purchases. Also, the Company has
an acquisition line of credit to be used to fund acquisitions of blocks of
business or other life and health insurance companies. The Company borrowed
$47.3 million on this acquisition line to fund the acquisition of Columbia
Universal.
<PAGE> 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company's insurance subsidiaries, like other insurance
companies, are currently defendants in lawsuits that involve claims
for punitive, exemplary, or other extracontractual damages, which
are for amounts substantially in excess of the actual damages
sought. Management considers such litigation, regrettably, to be of
the type to which insurance companies are usually and customarily
subjected to in the ordinary course of business and, to date, the
settlement of such claims of this nature have not been material to
the financial position of the Company. In the opinion of
management, based on the currently ascertained facts of the pending
litigation which the Company intends to vigorously defend, the
ultimate resolution of such litigation should not be material to the
financial position of the Company.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 Financial Data Schedule (for SEC purposes only)
(b)(1) Form 8-K dated January 2, 1997
Item 5. Other Events
-Agreement and Plan of Merger among Columbia
Universal Corporation and American Heritage Life
Investment Corporation and AH Acquisition
Corporation
Item 7. Financial Statements and Exhibits
-Agreement and Plan of Merger dated January 2, 1997
(b)(2) Form 8-K dated March 3, 1997
Item 2. Acquisition or Disposition of Assets
-acquisition by merger of Columbia Universal Corporation
Item 7. Financial Statements and Exhibits
-news release dated March 3, 1997
-loan agreement dated February $21, 1997
-news release dated March 4, 1997
(b)(3) Form 8-KA Dated March 3, 1997
Item 7. Financial statements and Exhibits
-financial statements of business acquired
-pro-forma consolidated financial information of
American Heritage Life Investment Corporation
10
<PAGE> 12
PART II - OTHER INFORMATION
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
(REGISTRANT)
Date 5/14/97 /s/ W. Michael Heekin
--------------------- -----------------------------------
W. Michael Heekin, Senior Vice
President and Corporate Secretary
(Authorized Officer)
Date 5/14/97 /s/ C. Richard Morehead
--------------------- -----------------------------------
C. Richard Morehead, Executive Vice
President and Chief Financial
Officer (Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 803,415
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 36,202
<MORTGAGE> 60,663
<REAL-ESTATE> 461
<TOTAL-INVEST> 1,325,727
<CASH> 17,916
<RECOVER-REINSURE> 11,445
<DEFERRED-ACQUISITION> 210,871
<TOTAL-ASSETS> 1,738,090
<POLICY-LOSSES> 266,040
<UNEARNED-PREMIUMS> 51,673
<POLICY-OTHER> 53,855
<POLICY-HOLDER-FUNDS> 950,120
<NOTES-PAYABLE> 116,019
0
0
<COMMON> 13,990
<OTHER-SE> 211,736
<TOTAL-LIABILITY-AND-EQUITY> 1,738,090
65,048
<INVESTMENT-INCOME> 25,223
<INVESTMENT-GAINS> 103
<OTHER-INCOME> 0
<BENEFITS> 41,618
<UNDERWRITING-AMORTIZATION> 6,937
<UNDERWRITING-OTHER> 28,687
<INCOME-PRETAX> 11,550
<INCOME-TAX> 3,805
<INCOME-CONTINUING> 7,745
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,745
<EPS-PRIMARY> .56
<EPS-DILUTED> .56
<RESERVE-OPEN> 51,261
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
