<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1996
Commission File Number 1-9396
FIDELITY NATIONAL FINANCIAL, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 86-0498599
------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
17911 Von Karman Avenue, Irvine, California 92714
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(714) 622-5000
- ------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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 ( )
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
$.0001 par value Common Stock - 12,458,871 shares as of May 13, 1996
Exhibit Index appears on page 10 of 11 sequentially numbered pages.
1
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FORM 10-Q
QUARTERLY REPORT
Quarter Ended March 31, 1996
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
A. Condensed Consolidated Balance Sheets as of 3
March 31, 1996 and December 31, 1995
B. Condensed Consolidated Statements of Operations 4
for the three-month periods ended
March 31, 1996 and 1995
C. Condensed Consolidated Statements of Cash Flows 5
for the three-month periods ended
March 31, 1996 and 1995
D. Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
Part II: OTHER INFORMATION
Items 1.-5. of Part II have been omitted because they are not
applicable with respect to the current reporting period.
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
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.
FIDELITY NATIONAL FINANCIAL, INC.
---------------------------------
(Registrant)
By: /s/ CARL A. STRUNK
-----------------------------
Carl A. Strunk
Executive Vice President,
Chief Financial Officer and Date: May 13, 1996
Treasurer
2
<PAGE> 3
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities available
for sale, at fair value $123,338 $129,236
Equity securities, at fair value 41,867 31,412
Other long-term investments, at cost,
which approximates fair value 2,250 2,627
Short-term investments, at cost,
which approximates fair value 3,102 8,148
Investments in real estate and
partnerships, net 8,457 8,659
-------- --------
Total investments 179,014 180,082
Cash and cash equivalents 45,119 47,431
Trade receivables, net 44,308 39,801
Notes receivable, net 13,519 15,926
Prepaid expenses and other assets 48,410 43,908
Title plants 42,213 41,725
Property and equipment, net 31,622 33,740
Income taxes receivable 2,450 2,450
-------- --------
$406,655 $405,063
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued liabilities $ 43,246 $ 44,549
Notes payable 136,272 136,047
Reserve for claim losses 145,450 146,094
Deferred income taxes 1,688 33
-------- --------
326,656 326,723
Minority interest 412 393
Stockholders' equity:
Preferred stock, $.0001 par value; authorized,
3,000,000 shares; issued and outstanding, none -- --
Common stock, $.0001 par value; authorized,
55,000,000 shares in 1996 and 1995;
issued, 17,443,663 in 1996 and 17,439,263 in
1995 2 2
Additional paid-in capital 58,098 58,098
Retained earnings 74,622 70,273
-------- --------
132,722 128,373
Net unrealized gains on investments 3,157 5,866
Less treasury stock, 5,168,853 shares
in 1996 and 1995, at cost 56,292 56,292
-------- --------
79,587 77,947
-------- --------
$406,655 $405,063
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 4
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended
March 31,
-------------------
1996 1995
-------- --------
(Unaudited)
<S> <C> <C>
REVENUE:
Title insurance premiums $ 89,823 $59,501
Escrow fees 16,018 8,910
Other fees and revenue 16,443 12,188
Interest and investment income,
including realized gains (losses) 4,114 2,460
-------- -------
126,398 83,059
-------- -------
EXPENSES:
Personnel costs 50,683 34,685
Other operating expenses 33,328 25,372
Agent commissions 25,647 21,220
Provision for claim losses 6,241 4,088
Interest expense 2,199 2,431
-------- -------
118,098 87,796
-------- -------
Earnings (loss) before income taxes
and extraordinary item 8,300 (4,737)
Income tax expense (benefit) 3,155 (2,290)
-------- -------
Earnings (loss) before extraordinary item 5,145 (2,447)
Extraordinary item -- loss on early retirement
of Senior Notes, net of applicable income
tax benefit of ($437) -- (813)
-------- -------
Net earnings (loss) $ 5,145 $(3,260)
======== =======
Primary earnings (loss) per share
before extraordinary item $ .40 $ (.19)
Extraordinary item -- loss on early retirement
of Senior Notes, net of applicable income
tax benefit -- (.06)
-------- -------
Primary earnings (loss) per share $ .40 $ (.25)
======== =======
Fully diluted earnings (loss) per share $ .36 $ (.25)
======== =======
Primary weighted average shares outstanding 12,827 13,143
======== =======
Fully diluted weighted average shares
outstanding 16,788 13,143
======== =======
Cash dividends per share $ .07 $ .06
======== =======
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 5
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------
1996 1995
-------- --------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ 5,145 $(3,260)
Reconciliation of net earnings (loss) to
net cash provided by (used in) operating
activities:
Depreciation and amortization 2,802 3,240
Net decrease in reserve for claim
losses (644) (3,876)
Net increase (decrease) in provision
for possible losses on real estate
and notes receivable (25) 45
(Gain) loss on sales of assets (1,162) 432
Equity in gains of unconsolidated
partnerships 33 38
Amortization of LYONs original issue
discount 1,273 1,202
Change in assets and liabilities, net of
effects from acquisition of subsidiaries:
Net increase in trade receivables (4,507) (1,332)
Net (increase) decrease in prepaid
expenses and other assets (4,683) 526
Net decrease in accounts payable and
accrued liabilities (1,239) (4,990)
Net (increase) decrease in income
taxes 3,066 (759)
-------- -------
Net cash provided by (used in) operating
activities 59 (8,734)
-------- -------
Cash flows from investing activities:
Proceeds from sales of property and
equipment 708 232
Proceeds from sales and maturities of
investments:
Held to maturity -- 1,451
Available for sale 74,768 51,418
Collections of notes receivable 4,317 249
Additions to title plants -- (702)
Additions to property and equipment (1,250) (3,450)
Additions to investments:
Held to maturity -- (1,617)
Available for sale (76,657) (36,706)
Additions to notes receivable (1,885) (3,510)
Investments in real estate and advances
to partnerships -- (67)
Acquisitions of businesses, net of cash
acquired (498) (3,407)
-------- --------
Net cash provided by (used in) investing
activities (497) 3,891
-------- --------
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
(continued)
5
<PAGE> 6
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(In thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
------------------
1996 1995
-------- -------
(Unaudited)
<S> <C> <C>
Cash flows from financing activities:
Borrowings $ 1,494 $ 4,218
Debt service payments (2,508) (1,386)
Purchase of treasury stock -- (9,228)
Dividends paid (860) (854)
Stock options exercised -- 113
-------- -------
Net cash used in financing activities (1,874) (7,137)
-------- -------
Net decrease in cash and cash equivalents (2,312) (11,980)
Cash and cash equivalents at beginning of
period 47,431 34,689
-------- -------
Cash and cash equivalents at end of period $ 45,119 $22,709
======== =======
Supplemental cash flow information:
Income taxes paid (refunded) $ 224 $(1,967)
======== =======
Interest paid $ 90 $ 1,836
======== =======
Noncash investing and financing
activities:
Dividends declared and unpaid $ 796 $ 815
======== =======
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
6
<PAGE> 7
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note A - Basis of Financial Statements
- --------------------------------------
The financial information included in this report includes the accounts of
Fidelity National Financial, Inc. and its subsidiaries (collectively, the
"Company") and has been prepared in accordance with generally accepted
accounting principles and the instructions to Form 10-Q and Article 10 of
Regulation S-X. All adjustments, consisting of normal recurring accruals
considered necessary for a fair presentation, have been included. This report
should be read in conjunction with the Company's 1995 Annual Report on Form
10-K for the year ended December 31, 1995, as amended. Certain
reclassifications have been made in the 1995 Condensed Consolidated Financial
Statements to conform to the classifications used in 1996.
Note B - Dividends
- ------------------
On March 5, 1996, the Company's Board of Directors declared a cash dividend of
$.07 per share, payable on May 3, 1996, to stockholders of record on April 15,
1996.
Note C - Proposed Acquisition of Giant Group, Ltd.
- --------------------------------------------------
In February of 1996, the Company proposed to effect a merger with Giant Group,
Ltd. ("Giant") in which the Company would acquire Giant. Giant is a publicly
traded Delaware corporation with assets consisting of cash, cash equivalents
and the securities of other entities, including approximately 48% of the
outstanding common stock of Rally's Hamburgers, Inc. ("Rally's"). The Company
had purchased 705,489 shares (or 14.8%) of Giant's outstanding common stock.
The Company's intent in acquiring Giant was to utilize its liquid assets to
take advantage of investment opportunities in non-interest rate sensitive
businesses. Giant and Fidelity were also involved in litigation relating to
the Company's investment in Giant. Giant's Board of Directors rejected the
Company's merger proposal and the parties subsequently engaged in settlement
discussions. On April 26, 1996, the parties reached a settlement agreement
pursuant to which Giant repurchased its shares from the Company for $8.625 per
share in cash. In addition, as part of the settlement, the parties agreed to
dismiss the pending litigation, the Company agreed not to purchase Giant stock
for a period of time, and the Company acquired 767,807 shares (or 4.9%) of
Rally's stock from Giant for $.83 per share. Rally's stock closed at $2.48 per
share on May 13, 1996.
Note D - Acquisition of Nations Title Inc.
- ------------------------------------------
On April 1, 1996, the Company completed its acquisition of Nations Title Inc.
With this acquisition Fidelity National Financial, Inc. firmly positioned
itself as the nation's fourth largest title insurance underwriter. Nations
Title Inc. and its three wholly owned underwriters, Nations Title Insurance
Company, a Kansas corporation, Nations Title Insurance of New York Inc. and
National Title Insurance Company of New York Inc., both New York corporations,
will substantially expand the Company's national agency network and increase
market share in the more traditional agency driven states. Under the terms of
the Agreement, the Company acquired one hundred percent of the outstanding
stock of Nations Title Inc. for an adjusted purchase price of $19.3 million
plus 176,000 shares of Fidelity National Financial, Inc.'s Common Stock.
Note E - Subsequent Event
- -------------------------
On April 4, 1996, the Company announced that it had agreed to purchase 17% of
the common stock of National Alliance Marketing Group, Inc., a California
corporation, for $566,667; together with a warrant to acquire an additional 14%
of the common stock. The purchase price was paid into an escrow pending
approval of the transaction by the California Department of Insurance, which
approval is expected within sixty days of the transaction date. National
Alliance Marketing Group, Inc. is the parent corporation of Alliance Home
Warranty Company, a California insurance company. Alliance sells home warranty
plans, primarily to buyers of resale homes in the Central and Southern
California markets. A home warranty contract generally promises the repair or
replacement of major operating systems and built in appliances inside a resale
home for a period of one year. The Company will, upon Department of Insurance
approval of the transaction, lend National Alliance Marketing Group, Inc. up
to $1.2 million prior to June 30, 1997 at a rate of prime plus 2%. The
exercise price of the warrant is equal to $1.2 million. The parties to the
transaction have agreed that the $566,667 Fidelity National Financial, Inc.
paid for the common stock plus the proceeds of any loan shall be utilized
solely to augment statutory capital and surplus of Alliance Home Warranty
Company.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Total revenue for the first quarter of 1996 increased 52.2% to $126.4 million
from $83.1 million in the first quarter of 1995. The increase can be
attributed to an improving real estate market resulting from continued lower
mortgage interest rates and the Company's expanded presence in the market. The
impact of these factors on order counts and real estate closings enabled the
Company to achieve a significant increase in total revenue.
Interest and investment income increased 67.2% to $4.1 million in the first
quarter of 1996 from $2.5 million in the first quarter of 1995. The increase
in interest and investment income earned during the 1996 period is primarily
due to an improvement in net realized gains (losses) compared to the same
period in 1995. Net realized gains from the sale of investments were $1.2
million in the first quarter of 1996 as compared to net realized losses of
$(401,000) in the corresponding 1995 period.
The Company's operating expenses consist primarily of personnel costs and other
operating expenses which are incurred as title insurance orders are received
and processed. Title insurance premiums and escrow fees are recognized as
income at the time the underlying real estate transaction closes. As a result,
revenue lags approximately 60-90 days behind expenses and therefore gross
margins may fluctuate.
Personnel costs include both base salaries and commissions paid to employees
and are the most significant operating expense incurred by the Company. These
costs generally fluctuate with the level of direct orders opened and closed and
with the mix of revenue between direct and agency operations. Personnel costs,
as a percentage of total revenue, have decreased to 40.1% for the three-month
period ended March 31, 1996 from 41.8% for the corresponding period in 1995.
The Company has taken significant measures to maintain personnel costs at
levels consistent with revenues. The Company continues to monitor the
prevailing market conditions and will respond as necessary.
Other operating expenses consist primarily of facilities expenses, title plant
maintenance, premium taxes (which insurance underwriters are required to pay on
title premiums in lieu of franchise and other state taxes), escrow losses,
courier services, computer services, professional services, general insurance,
trade and notes receivable allowances and depreciation. Other operating
expenses decreased as a percentage of total revenue to 26.4% in the first
quarter of 1996 from 30.5% in the first quarter of 1995. The Company had
previously implemented and remains committed to aggressive cost control
programs which will help maintain operating expense levels consistent with the
levels of title related revenue production. Certain fixed costs are incurred
regardless of revenue levels.
Agent commissions represent the portion of policy premiums retained by agents
pursuant to the terms of their respective agency contracts. Agent commissions
were 76.5% of agent policy premiums in the first quarter of 1996 compared to
77.0% of agent policy premiums in the first quarter of 1995.
The provision for claim losses includes an estimate of anticipated title claims
and major claims. The estimate of anticipated title claims is accrued as a
percentage of title premium revenue based on the Company's historical loss
experience and other relevant factors. The Company monitors its claims
experience on a continual basis and adjusts the provision for claim losses
accordingly. Based on recently completed loss development studies, the Company
believes that as a result of its underwriting and claims handling practices, as
well as the refinancing business of prior years, the Company will maintain the
trend of favorable claim loss experience. The Company has provided for claim
losses at 7.0% of title insurance premiums prior to the impact of major claim
expense, recoupments and premium rates and Company loss experience in the state
of Texas. (Premiums are generally higher in Texas for similar coverage than in
other states, while loss experience is comparable. As a result, losses as a
percentage of premiums are lower.) Application of these factors resulted in a
net provision for claim losses as a percentage of premiums of 6.9% for the
three-month periods ended March 31, 1996 and 1995.
Interest expense is incurred by the Company in financing its capital asset
purchases and certain acquisitions. Interest expense consists of interest
related to the Company's outstanding debt and the amortization of original
issue discount and debt issuance costs related to the Liquid Yield Option Notes
("LYONs"). Interest expense of "non-LYONs" debt totaled $900,000 and $1.2
million for the three-month periods ended March 31, 1996 and 1995,
respectively. The LYONs related component of interest expense amounted to $1.3
million for the first quarter of 1996 and $1.2 million for the first quarter of
1995. Interest expense and amortization expense decreased in 1996 over 1995
primarily as a result of interest rates. Interest rates being paid by the
Company in 1996 are lower than those paid in 1995 as the result of debt
refinancing and decreases in certain rates (i.e., prime rate and LIBOR) to
which certain of the interest rates being paid by the Company are indexed.
8
<PAGE> 9
Income tax expense (benefit) for the three-month periods ended March 31, 1996
and 1995, as a percentage of earnings (loss) before income taxes, including the
extraordinary loss on the early retirement of debt in 1995, was 38.0% and
(45.5%), respectively.
In order to reduce interest expense incurred and interest rates paid, the
Company determined that prepayment of the Senior Secured Notes (the "Senior
Notes") issued in March 1993 would be in the best interests of the Company.
Pursuant to the terms and conditions of the Senior Note Agreement, the Company
has provided for the Make Whole Provision, as defined, and related expenses in
the first quarter of 1995. This amount, $1.25 million, before related income
taxes, has been reflected as an extraordinary item in the Condensed
Consolidated Statement of Operations for the three-month period ended March 31,
1995.
Liquidity and Capital Resources
The Company's insurance subsidiaries and wholly owned underwritten title
companies (the "UTCs") collect premiums and pay claims and operating expenses.
Fluctuations in operating cash flows are primarily the result of increases or
decreases in revenue. The insurance subsidiaries also have cash flow sources
derived from investment income, repayments of principal and proceeds from sales
and maturities of investments and dividends and distributions from
subsidiaries. Positive cash flow from the insurance subsidiaries is invested
primarily in short term investments, medium term bonds and certain equity
securities. Cash, cash equivalents and short term investments held by the
Company's insurance subsidiaries and UTCs provide liquidity for projected
claims and operating expenses.
As a holding company, the Company receives cash from its subsidiaries as
reimbursement for operating and other administrative expenses it incurs. The
reimbursements are executed within the guidelines of various management
agreements between the holding company and its subsidiaries. The Company's
cash requirements include debt service, operating expenses, taxes and dividends
on its Common Stock. The Company believes that all anticipated cash
requirements for current operations will be met from internally generated funds
and short term bank borrowings through existing credit facilities.
One of the additional significant sources of the Company's funds is dividend
distributions from its insurance subsidiaries and UTCs. The insurance
subsidiaries and UTCs are restricted by state regulations in their ability to
pay dividends and make distributions. Each state of domicile regulates the
extent to which the Company's title underwriters and UTCs can pay dividends or
make other distributions to the Company.
The short and long term liquidity requirements of the Company and its
subsidiaries are monitored regularly to match cash inflows with cash
requirements. The Company and subsidiaries forecast their daily cash needs and
periodically review their short and long term projected sources and uses of
funds, as well as the asset, liability, investment and cash flow assumptions
underlying these projections.
9
<PAGE> 10
Part II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 11 Computation of Primary and Fully Diluted Earnings
Per Share
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K:
None
10
<PAGE> 1
EXHIBIT 11
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months ended
March 31,
-----------------------
1996 1995(1)
---------- ----------
(Unaudited)
<S> <C> <C>
Earnings (loss) before extraordinary item $ 5,145 $ (2,447)
Extraordinary item -- loss on early
retirement of Senior Notes, net of applicable
income tax benefit of $(437) -- (813)
------- --------
Primary earnings (loss) 5,145 (3,260)
Add: Amortization of original issue discount
and debt issuance costs, net of income
tax effect, applicable to LYONs 840 --
------- --------
Fully diluted earnings (loss) $ 5,985 $ (3,260)
======= ========
Weighted average shares outstanding
during the period 12,273 13,143
Common stock equivalent shares - primary 554 --
------- --------
Common and common stock equivalent shares
for purpose of calculating primary earnings
(loss) per share 12,827 13,143
Incremental shares to reflect full dilution 3,961 --
------- --------
Total shares for purpose of calculating
fully diluted earnings (loss) per share 16,788 13,143
======= ========
Primary earnings (loss) per share before
extraordinary item $ .40 $ (.19)
Extraordinary item, loss on early retirement
of Senior Debt, net of income tax benefit -- (.06)
------- --------
Primary earnings (loss) per share $ .40 $ (.25)
======= ========
Fully diluted earnings (loss) per share $ .36 $ (.25)
======= ========
</TABLE>
(1) The impact of the assumed conversion of dilutive securities is
antidilutive, and is therefore excluded from the computation.
11
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1
<DEBT-HELD-FOR-SALE> 123,338
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 41,867
<MORTGAGE> 0
<REAL-ESTATE> 8,457
<TOTAL-INVEST> 179,014
<CASH> 45,119
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 406,055
<POLICY-LOSSES> 145,450
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 136,272
0
0
<COMMON> 2
<OTHER-SE> 79,585
<TOTAL-LIABILITY-AND-EQUITY> 406,655
89,823
<INVESTMENT-INCOME> 2,958
<INVESTMENT-GAINS> 1,156
<OTHER-INCOME> 32,461
<BENEFITS> 6,241
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 111,857
<INCOME-PRETAX> 8,300
<INCOME-TAX> 3,155
<INCOME-CONTINUING> 5,145
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,145
<EPS-PRIMARY> .40
<EPS-DILUTED> .36
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
