<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-6154
ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of registrant as specified in its charter)
Delaware 74-1494554
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 East Carpenter Freeway, Irving, Texas 75062-2729
(Address of principal executive offices)
(Zip Code)
972-652-4000
(Registrant's telephone number, including area code)
Not applicable
(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.....
As of March 31, 1997, the registrant had 260 shares of Common Stock and
1,000,000 shares of Class B Common Stock issued and outstanding, all of which
were owned directly or indirectly by Associates First Capital Corporation.
The registrant meets the conditions set forth in General Instruction H.(1)(a)
and (b) to Form 10-Q and is therefore filing this Form 10-Q with the reduced
disclosure format.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ASSOCIATES CORPORATION OF NORTH AMERICA
CONSOLIDATED STATEMENT OF EARNINGS
(In Millions)
Three Months Ended
March 31
1997 1996
REVENUE
Finance charges $1,517.2 $1,308.3
Insurance premiums 87.6 81.6
Investment and other income 74.7 64.3
1,679.5 1,454.2
EXPENSES
Interest expense 584.1 514.7
Operating expenses 426.6 366.7
Provision for losses on finance receivables 295.6 231.0
Insurance benefits paid or provided 35.4 33.0
1,341.7 1,145.4
EARNINGS BEFORE PROVISION FOR INCOME TAXES 337.8 308.8
PROVISION FOR INCOME TAXES 122.4 115.0
NET EARNINGS $ 215.4 $ 193.8
See notes to consolidated financial statements.
<PAGE>
ASSOCIATES CORPORATION OF NORTH AMERICA
CONSOLIDATED BALANCE SHEET
(In Millions)
March 31 December 31
1997 1996
ASSETS
CASH AND CASH EQUIVALENTS $ 251.4 $ 278.4
INVESTMENTS IN DEBT AND EQUITY SECURITIES
- NOTE 3 1,134.5 1,044.4
FINANCE RECEIVABLES, net of unearned finance
income, allowance for credit losses and
insurance policy and claims reserves - NOTE 4 40,672.9 39,714.5
OTHER ASSETS - NOTE 6 1,669.4 1,560.8
Total assets $43,728.2 $42,598.1
LIABILITIES AND STOCKHOLDERS' EQUITY
NOTES PAYABLE, unsecured short-term
Commercial Paper $16,720.7 $14,712.6
Bank Loans 1,001.8
ACCOUNTS PAYABLE AND ACCRUALS 1,038.2 980.6
LONG-TERM DEBT, unsecured
Senior Notes 20,252.6 20,391.4
Subordinated and Capital Notes 425.5 425.5
20,678.1 20,816.9
STOCKHOLDERS' EQUITY
Class B Common Stock, $100 par value,
2,000,000 shares authorized, 1,000,000
shares issued and outstanding 100.0 100.0
Common Stock, no par value, 5,000 shares
authorized, 260 shares issued and
outstanding, at stated value 47.0 47.0
Paid-in Capital 1,612.7 1,612.7
Retained Earnings 3,542.4 3,327.0
Unrealized Loss on Available-for-Sale
Securities - NOTE 3 (10.9) (0.5)
Total stockholders' equity 5,291.2 5,086.2
Total liabilities and stockholders' equity $43,728.2 $42,598.1
See notes to consolidated financial statements.
<PAGE>
ASSOCIATES CORPORATION OF NORTH AMERICA
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Millions)
Three Months Ended
March 31
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 215.4 $ 193.8
Adjustments to net earnings for noncash items:
Provision for losses on finance receivables 295.6 231.0
Depreciation and amortization 57.0 43.8
Increase in accounts payable and accruals 66.9 168.3
Increase in insurance policy and claims
reserves 12.3 10.9
Deferred income taxes (3.7) (18.6)
Net cash provided from operating activities 643.5 629.2
CASH FLOWS FROM INVESTING ACTIVITIES
Finance receivables originated or purchased (9,359.0) (8,930.6)
Finance receivables liquidated 8,058.5 7,563.9
(Increase) decrease in real estate loans held
for sale (7.6) 3.1
Increase in other assets (123.7) (123.0)
Purchases of available-for-sale securities (131.7) (265.9)
Sales and maturities of available-for-sale
securities 25.5 194.6
Net cash used for investing activities (1,538.0) (1,557.9)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of long-term debt 501.7 911.3
Retirement of long-term debt (640.5) (1,123.8)
Increase in notes payable 1,006.3 1,032.4
Net cash provided from financing activities 867.5 819.9
DECREASE IN CASH AND CASH EQUIVALENTS (27.0) (108.8)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 278.4 309.2
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 251.4 $ 200.4
CASH PAID FOR:
Interest $ 541.5 $ 445.2
Income taxes $ 2.4 $ 1.9
See notes to consolidated financial statements.
<PAGE>
ASSOCIATES CORPORATION OF NORTH AMERICA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - THE COMPANY
Associates Corporation of North America ("Associates" or the "Company"),
a Delaware corporation, is a wholly-owned subsidiary and principal operating
unit of Associates First Capital Corporation ("First Capital"), which in turn
is a majority indirect-owned subsidiary of Ford Motor Company ("Ford"). All
the outstanding Common Stock of Associates is owned by First Capital. All
shares of Class B Common Stock are owned by Associates World Capital
Corporation, a wholly-owned subsidiary of First Capital. Class B Common
Stock is redeemable only at the option of the issuer.
NOTE 2 - BASIS OF CONSOLIDATION
The accompanying consolidated financial statements consolidate Associates
and its subsidiaries. In the opinion of the management of Associates, all
adjustments necessary to present fairly the results of operations and
financial position have been made and are of a normal recurring nature. The
results of operations for any interim period are not necessarily indicative
of the results of operations for a full year. Certain prior period financial
statement amounts have been reclassified to conform to the current period
presentation.
NOTE 3 - INVESTMENTS IN DEBT AND EQUITY SECURITIES
DEBT SECURITIES
The Company invests in debt securities, principally bonds and notes held
by the Company's insurance subsidiaries, with the intention of holding them
to maturity. However, if market conditions change, the Company may sell
these securities prior to maturity. Accordingly, the Company classifies its
investments in debt securities as available-for-sale securities and adjusts
its recorded value to market. The estimated market value at March 31, 1997
and December 31, 1996 was $1.1 billion and $1.0 billion, respectively.
Amortized cost at March 31, 1997 and December 31, 1996 was $1.1 billion and
$1.0 billion, respectively. Realized gains or losses on sales are included
in investment and other income. Unrealized gains or losses are reported as a
component of stockholders' equity, net of tax.
EQUITY SECURITIES
Equity security investments are recorded at market value. The Company
classifies its investments in equity securities as trading securities and
includes in earnings unrealized gains or losses on such securities. The
estimated market value at March 31, 1997 and December 31, 1996 was $10.3
million. Historical cost at March 31, 1997 and December 31, 1996 was $7.8
million.
<PAGE>
NOTE 4 - FINANCE RECEIVABLES
At March 31, 1997 and December 31, 1996, finance receivables consisted of
the following (in millions):
March 31 December 31
1997 1996
Consumer Finance
Home equity lending $15,710.6 $15,435.9
Personal lending and retail sales finance 6,024.5 5,786.5
Credit card 6,131.9 5,517.1
Manufactured housing (1) 1,009.2 1,257.6
28,876.2 27,997.1
Commercial Finance
Truck and truck trailer 8,138.4 8,077.6
Equipment 4,368.8 4,261.4
Auto fleet leasing and other 1,463.2 1,442.8
13,970.4 13,781.8
Finance receivables net of unearned
finance income ("net finance receivables") 42,846.6 41,778.9
Allowance for losses on finance receivables (1,468.4) (1,371.4)
Insurance policy and claims reserves (705.3) (693.0)
Finance receivables, net of unearned
finance income, allowance for credit losses
and insurance policy and claims reserves $40,672.9 $39,714.5
(1) During 1997, First Capital securitized and sold approximately $400
million of manufactured housing finance receivables which reduced the
dollar amount of participation owned by the Company in such
receivables.
During the first quarter of 1997, the Company sold, at net book value,
substantially all of its outstanding manufactured housing finance receivables
to an affiliate and subsidiary of First Capital. Immediately subsequent to
the sale, the Company repurchased an interest, at net book value, in
substantially all of such receivables in the form of a participation. Such
participation is included in net finance receivables of Associates.
In March 1997, Associates National Bank (Delaware), a subsidiary of First
Capital acquired a portfolio of credit card receivables from The Bank of New
York. The fair market value of such assets acquired totaled approximately
$800 million of which substantially all were sold to Associates in the form
of a participation interest in such receivables. Such participation is
included in the net finance receivables of Associates.
In August 1996, Associates acquired $1.2 billion of net finance
receivables, principally home equity and personal lending receivables and
other assets and liabilities, from Fleet Financial Group. The fair market
value of total assets acquired and liabilities assumed was $1.3 billion and
$1.0 billion, respectively.
In July 1996, Associates acquired $837.6 million of certain assets of USL
Capital, an affiliate and Ford subsidiary. Such assets acquired consisted
principally of vehicle fleet leasing receivables. The transaction was
accounted for at historical cost. The excess of purchasing price over the
historical value of assets acquired was $31.4 million which was recorded as
an adjustment to stockholders' equity.
<PAGE>
NOTE 5 - ALLOWANCE FOR LOSSES ON FINANCE RECEIVABLES
Changes in the allowance for losses on finance receivables during the
periods indicated were as follows (in millions):
Three Months Ended Year Ended
March 31 December 31
1997 1996 1996
Balance at beginning of period $1,371.4 $1,109.2 $1,109.2
Provision for losses 295.6 231.0 963.4
Recoveries on receivables
charged off 40.6 31.5 127.7
Losses sustained (290.6) (192.6) (925.7)
Reserves of acquired businesses
and other 51.4 26.8 96.8
Balance at end of period $1,468.4 $1,205.9 $1,371.4
NOTE 6 - OTHER ASSETS
The components of other assets at March 31, 1997 and December 31, 1996
were as follows (in millions):
March 31 December 31
1997 1996
Balances with related parties $ 269.1 $ 46.8
Goodwill 348.8 353.1
Property and equipment 134.6 127.9
Collateral held for resale 169.3 161.5
Other 747.6 871.5
Total other assets $1,669.4 $1,560.8
NOTE 7 - DEBT RESTRICTIONS
Associates is subject to various limitations under the provisions of its
outstanding debt and credit facilities. The most significant of these
limitations are summarized as follows:
LIMITATION ON PAYMENT OF DIVIDENDS
A restriction contained in one issue of debt securities, which matures on
March 15, 1999, generally limits payments of cash dividends on the Company's
Common Stock in any year to not more than 50% of consolidated net earnings
for such year, subject to certain exceptions, plus increases in contributed
capital and extraordinary gains. Any such amounts available for the payment
of dividends in such fiscal year and not so paid, may be paid in any one or
more of the five subsequent fiscal years. In accordance with this
provision, $382.4 million was available for dividends at March 31, 1997.
LIMITATION ON MINIMUM TANGIBLE NET WORTH
A restriction contained in certain revolving credit agreements requires
Associates to maintain a minimum tangible net worth, as defined, of $2.0
billion. At March 31, 1997, Associates tangible net worth was approximately
$4.9 billion.
NOTE 8 - RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges of Associates for the three months
ended March 31, 1997 and 1996 was 1.57 and 1.60, respectively. For purposes
of such computation, the term "earnings" represents earnings before provision
for income taxes, plus fixed charges. The term "fixed charges" represents
interest expense and a portion of rentals representative of an implicit
interest factor for such rentals.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis has been prepared in accordance
with General Instruction H.(2)(a) to Form 10-Q, and should be read in
conjunction with the consolidated financial statements of the Company and the
related notes thereto.
Results of Operations
Net earnings for the three-month period ended March 31, 1997 were $215.4
million, an 11% increase over the same period in the previous year. The
increase in earnings was principally due to growth in net finance
receivables, an improvement in the ratio of net interest margin to average
net receivables and an increase in operating expense efficiency, all of which
more than offset an increase in the provision for losses on finance
receivables.
Finance charge revenue, on a dollar basis, increased for the three months
ended March 31, 1997, compared to the same period in the prior year,
principally as a result of growth in average net finance receivables
outstanding. Finance charge revenue as a percentage of average net finance
receivables (the "Finance Charge Ratio") was 14.19% for the first quarter of
1997 compared to 14.15% for the same period in 1996. The increase in the
Finance Charge Ratio was principally due to changes in the mix of finance
receivables during the period.
Interest expense increased for the first quarter of 1997 compared to
1996, primarily due to an increase in average debt outstanding related to the
aforementioned growth in average net finance receivables. Debt is the
primary source of funding to support the Company's growth in net finance
receivables. The increase due to growth was partially offset by a decline in
the Company's average short- and long-term borrowing rates, principally due
to changes in market conditions. As a result, the Company's total average
borrowing rate for the first quarter of 1997 was 6.24% compared to 6.40% for
the same period in the prior year.
As a result of the aforementioned changes in finance charge revenue and
interest expense, the Company's net interest margin increased to $933.1
million for the first quarter of 1997 compared to $793.6 million for the
prior-year period. The Company's net interest margin expressed as a ratio to
average net finance receivables also improved to 8.73% compared to 8.58% for
the same period in the prior year. The principal cause of the increase in
the Company's net interest margin ratio was the decline in the Company's
total average borrowing rate.
First quarter operating expenses were greater in 1997 than in 1996
reflecting growth in the size of the Company. However, operating expense
efficiency, measured as the ratio of total operating expenses divided by
total revenue net of interest expense and insurance benefits paid or
provided, improved to 40.3% for the first three months of 1997 from 40.5% for
the same period in the prior year.
The Company's provision for losses increased from $231.0 million during
the first quarter of 1996 to $295.6 million for the same period in 1997,
principally due to increased net credit losses. Total net credit losses as a
percentage of average net receivables (the "Loss Ratio") were 2.34% for the
first quarter of 1997 compared to 1.74% for the same period in 1996. The
Loss Ratio increased in most of the Company's portfolios, primarily driven by
increased losses resulting from consumer bankruptcies.
The provision for income taxes increased for the three-month period ended
March 31, 1997 compared to the first quarter of 1996 principally as a result
of an increase in pretax earnings.
<PAGE>
Financial Condition
Net finance receivables grew $1.1 billion (10.2% annualized) during the
first quarter of 1997 compared to $1.2 billion (13.3% annualized) for the
same period in 1996. The Company had growth in substantially all of its
product lines.
Total 60+days contractual delinquency was 2.33% of gross finance
receivables at March 31, 1997, which was higher than the 1.79% at March 31,
1996, and 2.29% at December 31, 1996. The increase in contractual
delinquency was principally due to less favorable trends in economic
conditions including, among other factors, the increased leverage of consumer
borrowers. The aforementioned increases in net credit losses and uncertainty
in economic conditions led the Company to increase its allowance for losses
to 3.43% of net finance receivables at March 31, 1997 compared to 3.28% at
December 31, 1996. The allowance for losses divided by net credit losses
(trailing four quarters) was 1.66 times losses at March 31, 1997 compared to
2.05 times losses and 1.72 times losses at March 31, 1996 and December 31,
1996, respectively. Management believes the allowance for losses at March
31, 1997 is sufficient to provide adequate coverage against losses in its
portfolios.
During the first quarter of 1997, stockholders' equity increased as a
result of the aforementioned increase in net earnings of the Company. The
Company classifies its investments in marketable debt securities, held by its
insurance subsidiaries, as available- for-sale securities and accordingly
adjusts its recorded value to market with a corresponding adjustment to
equity. As a result of changes in market conditions at March 31, 1997, the
Company recorded an unrealized loss, net of income taxes, in the amount of
$10.4 million which is included as a component of stockholders' equity.
As a result of the aforementioned, the Company's return on average
assets, average equity and average tangible equity for the three-month period
ended March 31, 1997 was 1.97%, 16.61% and 17.82%, respectively. This
compares to a return on average assets, average equity and average tangible
equity for the three months ended March 31, 1996 of 2.06%, 17.09% and 18.49%,
respectively.
LIQUIDITY/CAPITAL RESOURCES
Through its asset and liability management function, the Company
maintains a disciplined approach to the management of liquidity, capital and
interest rate risk. The Company has a formal process for managing its
liquidity to ensure that funds are available at all times to meet the
Company's commitments.
The Company's principal sources of cash are proceeds from the issuance of
short-term and long-term debt and cash provided from the Company's
operations. While First Capital has made periodic capital contributions to
the Company in the past, no assurance can be made with respect to future
capital contributions by First Capital to the Company. Nevertheless, the
Company believes that it has available sufficient liquidity, from a
combination of cash provided from operations and external borrowings, to
support its operations.
A principal strength of the Company is its ability to access the global
debt markets in a cost-efficient manner. Continued access to the public and
private debt markets is critical to the Company's ability to continue to fund
its operations. The Company seeks to maintain a conservative liquidity
position and actively manage its liability and capital levels, debt
maturities, diversification of funding sources and asset liquidity to ensure
that the Company is able to meet its obligations. The Company's operations
are principally funded through domestic borrowings made by the Company.
At March 31, 1997, the Company had short- and long-term debt outstanding
of $16.7 billion and $20.7 billion, respectively. Short-term debt
principally consists of commercial paper issued by the Company and represents
the Company's primary source of short-term liquidity. Long-term debt
principally consists of unsecured long-term debt issued publicly and
privately by the Company. During the three months ended March 31, 1997 and
1996, the Company raised debt aggregating $501.7 million and $911.3 million,
respectively, through public and private offerings.
Interest rate risk is measured and controlled through the use of two
different techniques: static gap analysis and financial forecasting, both of
which incorporate assumptions as to future events. The Company's gap
position is defined as the sum of floating rate asset balances and principal
payments on fixed rate assets, less the sum of floating rate liability
balances and principal payments on fixed rate liabilities. The Company
measures its gap position at various time horizons, ranging from three months
to five years. The Company seeks to maintain a positive one-year gap
position within a range of 15% of total earning assets, although the one-year
gap position is not necessarily illustrative of the gap position at shorter
or longer time horizons. The Company's twelve-month gap indicates that a
greater percentage of assets than liabilities reprice within a one-year time
frame. Generally, the combination of a positive gap position and a rising
rate environment will result in assets repricing to higher rates more quickly
than liabilities, thereby producing wider lending spreads over a given time
frame. Conversely, the combination of a positive gap and a falling rate
environment will generally result in narrowing lending spreads over a given
time frame. The Company believes that its portfolio has repricing
characteristics that mitigate the impact of rate movements over both the
short- and long-term. In addition to the gap analysis, the Company uses
financial forecasting to evaluate the impact on earnings under a variety of
scenarios that may incorporate changes in the absolute level of interest
rates, the shape of the yield curve, prepayments, interest rate spread
relationships and changes in the volumes and rates of various asset and
liability categories.
Substantial additional liquidity is available to the Company's operations
through established credit facilities in support of its net short-term
borrowings. Such credit facilities provide a means of refinancing its
maturing short-term obligations as needed. At March 31, 1997, available
short-term bank lines, revolving credit facilities and receivable purchase
facilities totaled $13.9 billion, of which $0.5 billion was allocated for use
by First Capital; none of which was in use at that date. The remaining $13.4
billion represents 80% of net short-term indebtedness outstanding at March
31, 1997.
Associates has entered into various support agreements on behalf of its
foreign affiliates. Under these support agreements, Associates has either
guaranteed specific issues of such affiliates' debt denominated in foreign
currency or agreed to provide additional support on a lender's reasonable
request.
Additionally, the Company believes it has access to other sources of
liquidity, which to date it has either accessed only on a limited basis, such
as securitization of assets, or has not accessed, such as the issuance of
alternative forms of capital, including preferred stock.
Year 2000 Compliance
The Company has and will continue to make certain investments in its
software systems and applications to ensure the Company is year 2000
compliant. The financial impact to the Company has not been and is not
anticipated to be material to its financial position or results of
operations.<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None to report.
In accordance with General Instruction H.(2)(b), the following items have
been omitted: Item 2, Changes in Securities; Item 3, Defaults Upon Senior
Securities; and Item 4, Submission of Matters to a Vote of Security Holders.
ITEM 5. OTHER INFORMATION.
None to report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(12) Computation of Ratio of Earnings to Fixed Charges.
(27) Financial Data Schedule.
(b) Reports on Form 8-K
During the first quarter ended March 31, 1997, Associates
filed Current Reports on Form 8-K dated January 29, 1997
(related to an announcement of 1996 financial results) and
January 31, 1997 (related to an issuance of debt securities
pursuant to Rule 415).
SIGNATURE
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.
May 13, 1997
ASSOCIATES CORPORATION OF NORTH AMERICA
(registrant)
By/s/ Kevin P. Hegarty
Senior Vice President, Comptroller and
Principal Accounting Officer
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
NUMBER EXHIBIT PAGE
-----------------------------------------------------------------------------
<S> <C> <C>
12 -- Computation of Ratio of Earnings to Fixed Charges
27 -- Financial Data Schedule
</TABLE>
------------
<PAGE>
EXHIBIT 12
ASSOCIATES CORPORATION OF NORTH AMERICA
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollar Amounts in Millions)
Three Months Ended
March 31
1997 1996
Fixed Charges (a)
Interest expense $584.1 $514.7
Implicit interest in rent 4.1 3.7
Total fixed charges $588.2 $518.4
Earnings (b)
Earnings before provision for income
taxes $337.8 $308.8
Fixed charges 588.2 518.4
Earnings, as defined $926.0 $827.2
Ratio of Earnings to Fixed Charges 1.57 1.60
(a) For purposes of such computation, the term "fixed charges" represents
interest expense and a portion of rentals representative of an implicit
interest factor for such rentals.
(b) For purposes of such computation, the term "earnings" represents
earnings before provision for income taxes, plus fixed charges.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
0 MEANS NOT APPLICABLE OR NOT SEPARATELY DISCLOSED. This schedule contains
summary financial information extracted from the Company's unaudited
consolidated financial statements as of March 31, 1997 and the three months
then ended and is qualified in its entirety by reference to such consolidated
financial statements.
</LEGEND>
<CIK> 0000007973
<NAME> ASSOCIATES CORPORATION OF NORTH AMERICA
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 251
<SECURITIES> 1,134
<RECEIVABLES> 42,847
<ALLOWANCES> 1,468
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 43,728
<CURRENT-LIABILITIES> 0
<BONDS> 37,399
<COMMON> 147
0
0
<OTHER-SE> 5,144
<TOTAL-LIABILITY-AND-EQUITY> 43,728
<SALES> 1,680
<TOTAL-REVENUES> 1,680
<CGS> 0
<TOTAL-COSTS> 1,342
<OTHER-EXPENSES> 462
<LOSS-PROVISION> 296
<INTEREST-EXPENSE> 584
<INCOME-PRETAX> 338
<INCOME-TAX> 122
<INCOME-CONTINUING> 215
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 215
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
