<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 June 30, 1997
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 92614
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(714) 622-4333
- --------------------------------------------------------------------------------
(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 - 13,937,975 shares as of August 5, 1997
Exhibit Index appears on page 10 of 11 sequentially numbered pages.
1
<PAGE> 2
FORM 10-Q
QUARTERLY REPORT
Quarter Ended June 30, 1997
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C> <C>
Part I: FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
A. Condensed Consolidated Balance Sheets as of 3
June 30, 1997 and December 31, 1996
B. Condensed Consolidated Statements of Earnings 4
for the three-month and six-month periods ended
June 30, 1997 and 1996
C. Condensed Consolidated Statements of Cash Flows 5
for the six-month periods ended
June 30, 1997 and 1996
D. Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
Part II: OTHER INFORMATION
Items 1.-3. of Part II have been omitted because they are
not applicable with respect to the current reporting
period.
Item 4. Submission of Matters to Vote of Security Holders 10
Item 5. Omitted because it is 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
Treasurer Date: August 5, 1997
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>
June 30, December 31,
1997 1996
--------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities available for sale, at fair value $167,616 $166,329
Equity securities, at fair value 59,014 43,578
Other long-term investments, at cost, which approximates fair value 8,900 5,542
Short-term investments, at cost, which approximates fair value 1,381 873
Investments in real estate and partnerships, net 7,767 11,352
-------- --------
Total investments 244,678 227,674
Cash and cash equivalents 62,731 63,971
Trade receivables, net 51,572 54,355
Notes receivable, net 10,509 11,317
Prepaid expenses and other assets 56,448 55,072
Title plants 51,433 50,701
Property and equipment, net 44,779 38,617
Income taxes receivable -- 7,589
-------- --------
$522,150 $509,296
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued liabilities $ 45,158 $ 53,987
Notes payable 149,506 148,922
Reserve for claim losses 188,351 187,245
Deferred income tax liabilities, net 9,977 7,604
Income taxes payable 3,823 --
-------- --------
396,815 397,758
Minority interest 1,252 1,287
Stockholders' equity:
Preferred stock, $.0001 par value; authorized,
3,000,000 shares; issued and outstanding, none -- --
Common stock, $.0001 par value; authorized, 50,000,000 shares
in 1997 and 1996; issued, 19,390,848 as of June 30, 1997 and
19,412,694 as of December 31, 1996 2 2
Additional paid-in capital 61,418 61,271
Retained earnings 101,187 91,019
-------- --------
162,607 152,292
Net unrealized gains on investments 15,851 12,334
Less treasury stock, 5,492,138 shares as of June 30, 1997
and December 31, 1996, at cost 54,375 54,375
-------- --------
124,083 110,251
-------- --------
$522,150 $509,296
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 4
FIDELITY NATIONAL FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-----------------------------------------
1997 1996 1997 1996
--------- --------- -------- --------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUE:
Title insurance premiums $129,458 $129,963 $240,372 $219,786
Escrow fees 21,044 17,810 37,594 33,828
Other fees and revenue 22,214 19,742 41,847 36,185
Interest and investment income,
including realized gains and losses 5,742 4,113 11,837 8,227
-------- -------- -------- --------
178,458 171,628 331,650 298,026
-------- -------- -------- --------
EXPENSES:
Personnel costs 59,830 56,201 114,818 106,884
Other operating expenses 41,724 39,062 81,162 72,390
Agent commissions 50,574 52,697 94,635 78,344
Provision for claim losses 8,994 9,534 16,060 15,775
Interest expense 2,261 2,377 4,778 4,576
-------- -------- -------- --------
163,383 159,871 311,453 277,969
-------- -------- -------- --------
Earnings before income taxes 15,075 11,757 20,197 20,057
Income tax expense 5,970 4,811 8,070 7,966
-------- -------- -------- --------
Net earnings $ 9,105 $ 6,946 $ 12,127 $ 12,091
======== ======== ======== ========
Primary earnings per share $ .63 $ .49 $ .84 $ .85
======== ======== ======== ========
Fully diluted earnings per share $ .52 $ .41 $ .72 $ .74
======== ======== ======== ========
Primary weighted average shares
outstanding 14,504 14,219 14,499 14,178
======== ======== ======== ========
Fully diluted weighted average shares
outstanding 19,104 18,663 19,073 18,535
======== ======== ======== ========
Cash dividends per share $ .07 $ .06 $ .14 $ .13
======== ======== ======== ========
</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>
Six months ended
June 30,
-----------------------
1997 1996
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 12,127 $ 12,091
Reconciliation of net earnings to
net cash provided by operating activities:
Depreciation and amortization 6,853 5,693
Net increase (decrease) in reserve for claim losses 1,106 (212)
Provision for possible losses
on real estate and notes receivable 658 125
Gain on sales of investments, real estate and other assets (3,893) (1,985)
Amortization of LYONs original issue discount
and debt issuance costs 2,755 2,564
Other (24) 49
Change in assets and liabilities, net of effects from acquisition of
subsidiaries:
Net (increase) decrease in trade receivables 2,784 (11,338)
Net (increase) decrease in prepaid expenses
and other assets (2,946) 4,809
Net decrease in accounts payable
and accrued liabilities (8,831) (724)
Net increase in income taxes 11,411 6,272
--------- ---------
Net cash provided by operating activities 22,000 17,344
--------- ---------
Cash flows from investing activities:
Proceeds from sales of property and equipment 258 1,521
Proceeds from sales of real estate 4,320 --
Proceeds from sales and maturities of investments 117,611 110,407
Collections of notes receivable 2,298 8,733
Additions to title plants (732) (613)
Additions to property and equipment (11,972) (6,681)
Additions to investments (128,444) (109,200)
Additions to notes receivable (1,665) (5,976)
Investments in real estate and partnerships (1,048) (700)
Acquisition of subsidiaries, net of cash acquired -- (10,850)
--------- ---------
Net cash used in investing activities (19,374) (13,359)
--------- ---------
</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>
Six months ended
June 30,
--------------------
1997 1996
(Unaudited)
<S> <C> <C>
Cash flows from financing activities:
Borrowings $ 5,065 $ 7,000
Debt service payments (7,121) (5,025)
Reissue of treasury stock -- 2,108
Dividends paid (1,957) (1,728)
Stock options exercised 147 52
-------- --------
Net cash provided by (used in) financing activities (3,866) 2,407
-------- --------
Net increase (decrease) in cash and cash equivalents (1,240) 6,392
Cash and cash equivalents at beginning of period 63,971 47,431
-------- --------
Cash and cash equivalents at end of period $ 62,731 $ 53,828
======== ========
Supplemental cash flow information:
Income taxes (paid) refunded $ 3,341 $ (2,074)
======== ========
Interest paid $ 1,997 $ 2,240
======== ========
Noncash investing and financing activities:
Dividends declared and unpaid $ 976 $ 874
======== ========
Acquisition of Nations Title:
Assets acquired, net $ 54,907
Liabilities assumed (52,777)
--------
Value of stock issued $ 2,130
========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
6
<PAGE> 7
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 Annual Report on Form 10-K for
the year ended December 31, 1996. Certain reclassifications have been made in
the 1996 Condensed Consolidated Financial Statements to conform to the
classifications used in 1997.
Note B - Dividends
- ------------------
On June 17, 1997, the Company's Board of Directors declared a cash dividend of
$.07 per share, payable on July 22, 1997, to stockholders of record on July 11,
1997.
Note C - Subsequent Events
- --------------------------
Effective July 1, 1997, the Company sold a majority interest (60%) of its
subsidiary American Title Company ("ATC"), an underwritten title company, to
certain members of ATC's management. ATC will function as an exclusive agent of
the Company. The sale price of the 60% interest was $6.0 million, resulting in a
realized gain of approximately $1.3 million, before applicable income taxes.
This transaction will be reflected in the third quarter 1997 financial
statements.
On July 22, 1997, the Company purchased 1,000,000 shares of common stock of GB
Foods Corporation, which represents approximately 15.5% of the outstanding
common stock of GB Foods Corporation. Additionally, the Company also purchased
warrants to acquire an additional 3,500,000 shares of GB Foods Corporation at
various prices. The purpose of the investment is consistent with the Company's
strategic goal to diversify into non-interest rate sensitive businesses.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Total revenue for the second quarter of 1997 increased 4.0% to $178.5 million
from $171.6 million in the second quarter of 1996. Total revenue for the
six-month period ended June 30, 1997 increased 11.3% to $331.7 million from
$298.0 million for the comparable 1996 period. The quarter over quarter increase
can be attributed to increased escrow fees, other fees and revenue and
investment income. The increase in total revenue for the six-month period ended
June 30, 1997 compared to the 1996 period is primarily the result of the
Company's expanded presence in agency operations resulting from the Company's
acquisition of Nations Title Inc., which closed on April 1, 1996, as well as
increases in escrow fees, other fees and revenue and investment income.
The following table presents information regarding the components of title
premiums (dollars in thousands):
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------------------------------ ----------------------------------------
1997 % of Total 1996 % of Total 1997 % of Total 1996 % of Total
-------- ---------- -------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Title premiums from direct operations $ 64,912 50.1% $ 63,767 49.1% $119,487 49.7% $120,063 54.6%
Title premiums from agency operations 64,546 49.9% 66,196 50.9% 120,885 50.3% 99,723 45.4%
-------- ----- -------- ----- -------- ----- -------- -----
Total title premiums $129,458 100.0% $129,963 100.0% $240,372 100.0% $219,786 100.0%
======== ===== ======== ===== ======== ===== ======== =====
</TABLE>
The increase in escrow fees and other fees and revenue can be attributed to
favorable title order openings and closings in our direct operations which began
to trend upward at the end of the first quarter and remained strong throughout
the second quarter. Additionally, the increase in other fees and revenue has
been favorably affected by increased contributions made by the Company's
title-related services subsidiaries, such as real estate information and
technology services, foreclosure publishing and posting, recording services and
exchange intermediary services.
7
<PAGE> 8
Interest and investment income increased 39.0% to $5.7 million in the second
quarter of 1997 from $4.1 million in the second quarter of 1996. For the
six-month period ended June 30, 1997, interest and investment income was $11.8
million, a 43.9% increase over the $8.2 million of interest and investment
income earned in the comparable 1996 period. The increase in interest and
investment income earned during the 1997 periods is primarily due to an increase
in the average invested asset base and an improvement in net realized gains
compared to the same periods in 1996. Net realized gains from the sale of
investments were $2.3 million in the second quarter of 1997 as compared to net
realized gains of $784,000 in the corresponding 1996 period. Net realized gains
for the six-month periods ended June 30, 1997 and 1996 were $3.9 million and
$2.0 million, respectively.
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 by the Company's direct operations. 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 sales commissions (direct
operations) 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
remained stable at 33.5% for the three-month period ended June 30, 1997 compared
to 32.7% for the corresponding period in 1996. The slight increase is primarily
the result of a 10% increase in orders opened and the growth of the Company's
ancillary title-related services subsidiaries. Personnel costs as a percentage
of total revenue for the six-month period ended June 30, 1997 have decreased to
34.6% from 35.9% for the corresponding 1996 period.
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
increased slightly as a percentage of total revenue to 23.4% in the second
quarter of 1997 from 22.8% in the second quarter of 1996. As a percentage of
total revenue, other operating expenses for the six-month period ended June 30,
1997 increased to 24.5% from 24.3% for the same period in 1996.
The Company 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; however, certain fixed
costs are incurred regardless of revenue levels, resulting in period over period
fluctuations.
The period over period fluctuations in personnel costs and other operating
expenses are primarily the result of the fluctuations in total revenue, as well
as the changes in the direct operation and agency operation title premium mix.
The addition of Nations Title Inc. title premiums, which are primarily
agency-related, has provided a balance between direct operations and agency
operations revenue.
Agent commissions represent the portion of policy premiums retained by agents
pursuant to the terms of their respective agency contracts. Agent commissions
were 78.4% of agent policy premiums in the second quarter of 1997 compared to
79.6% of agency policy premiums in the second quarter of 1996. Agent commissions
were 78.3% of agency policy premiums in the first half of 1997 compared to 78.6%
in the first half of 1996. Agent commissions and the resulting percentage of
agency premiums retained by the Company varies according to regional differences
in real estate closing practices and state regulations.
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. 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 a 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 claims expense, recoupments and the impact of certain
state promulgated title premium rates. Application of these factors resulted in
a net provision for claim losses as a percentage of premiums of 6.9% and 7.3%
for the three-month periods ended June 30, 1997 and 1996, respectively, and 6.7%
and 7.2% for the six-month periods ended June 30, 1997 and 1996, respectively.
8
<PAGE> 9
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 $894,000 and $1.1
million for the three-month periods ended June 30, 1997 and 1996, respectively;
and $2.1 million and $2.0 million for the six-month periods ended June 30, 1997
and 1996, respectively. The LYONs related component of interest expense amounted
to $1.4 million for the second quarter of 1997 and $1.3 million for the second
quarter of 1996; and $2.7 million and $2.6 million for the six-month periods
ended June 30, 1997 and 1996, respectively. Interest rates being paid by the
Company on certain "non-LYONs" debt in 1997 are lower than those paid in 1996 as
a result of decreases in certain rates (e.g., LIBOR) to which certain of the
interest rates being paid by the Company are indexed.
Income tax expense for the three-month periods ended June 30, 1997 and 1996, as
a percentage of earnings before income taxes was 39.6% and 40.9%, respectively.
Income tax expense for the six-month periods ended June 30, 1997 and 1996 was
40.0% and 39.7%, respectively. The fluctuations in income tax expense as a
percentage of earnings before income taxes are attributable to the
characteristics of net income, i.e., operating income versus investment income;
and the components of investment income, taxable versus non-taxable.
Liquidity and Capital Resources
The Company's insurance subsidiaries and wholly-owned underwritten title
companies 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 underwritten title companies ("UTCs") provide liquidity for
projected claims and operating expenses.
The Company's cash requirements include debt service, operating expenses, taxes
and dividends on its common stock. 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 also receives funds from 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 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.
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 4. Submission of Matters to Vote of Security Holders
On June 17, 1997, the Company held its Annual Meeting of
Stockholders pursuant to a Notice and Proxy Statement dated
May 9, 1997. At the meeting, stockholders elected J. Thomas
Talbot (12,501,557 for and 13,921 withheld) and Stephen C.
Mahood (12,501,557 for and 13,921 withheld) as Directors
recommended by management.
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 Six months ended
June 30, June 30,
------------------ -----------------
1997 1996 1997 1996
------- ------- ------- -------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Primary net earnings $ 9,105 $ 6,946 $12,127 $12,091
Add: Amortization of original
issue discount and debt issuance
costs, net of income tax effect,
applicable to LYONs 808 774 1,615 1,537
------- ------- ------- -------
Fully diluted earnings $ 9,913 $ 7,720 $13,742 $13,628
======= ======= ======= =======
Weighted average shares outstanding
during the period 13,884 13,709 13,903 13,604
Common stock equivalent
shares - primary 620 510 596 574
------- ------- ------- -------
Common and common stock equivalent
shares for purpose of calculating
primary earnings per share 14,504 14,219 14,499 14,178
Incremental shares to reflect
full dilution 4,600 4,444 4,574 4,357
------- ------- ------- -------
Total shares for purpose of
calculating fully diluted earnings
per share 19,104 18,663 19,073 18,535
======= ======= ======= =======
Primary earnings per share $ .63 $ .49 $ .84 $ .85
======= ======= ======= =======
Fully diluted earnings per share $ .52 $ .41 $ .72 $ .74
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 7
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<DEBT-HELD-FOR-SALE> 167,616
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 59,014
<MORTGAGE> 0
<REAL-ESTATE> 7,767
<TOTAL-INVEST> 244,678
<CASH> 62,731
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 522,150
<POLICY-LOSSES> 188,351
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 149,506
0
0
<COMMON> 2
<OTHER-SE> 124,081
<TOTAL-LIABILITY-AND-EQUITY> 522,150
240,372
<INVESTMENT-INCOME> 7,944
<INVESTMENT-GAINS> 3,893
<OTHER-INCOME> 79,441
<BENEFITS> 16,060
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 295,393
<INCOME-PRETAX> 20,197
<INCOME-TAX> 8,070
<INCOME-CONTINUING> 12,127
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,127
<EPS-PRIMARY> .84
<EPS-DILUTED> .72
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
