UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended April 30, 1999
Commission file number 1-12006
FINANCIAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0244792
(State of incorporation) (I.R.S. Employer Identification Number)
733 Third Avenue, New York, NY 10017
(Address of principal executive offices)
(Zip code)
(212) 599-8000
(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
----- -----
At June 1, 1999, 14,832,642 shares of Registrant's common stock, $.50 par
value, were outstanding.
<PAGE>
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
Quarterly Report on Form 10-Q
for the quarter ended April 30, 1999
INDEX
Part I - Financial Information Page No.
- ------------------------------ --------
Item 1 Financial Statements - FINANCIAL FEDERAL CORPORATION AND
SUBSIDIARIES
Consolidated Balance Sheet at April 30, 1999 (unaudited)
and July 31, 1998 (audited) 3
Consolidated Statement of Operations and Retained Earnings
for the three and nine month periods ended April 30,
1999 and 1998 (unaudited) 4
Consolidated Statement of Cash Flows for the three and nine
month periods ended April 30, 1999 and 1998 (unaudited) 5
Notes to Consolidated Financial Statements 6-7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-10
Part II - Other Information
- ---------------------------
Item 6 Exhibits and Reports on Form 8-K 10
2
<PAGE>
<TABLE>
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
<CAPTION>
April 30, July 31,
1999 1998 *
(Unaudited)
-------- --------
<S> <C> <C>
ASSETS
Finance receivables $896,337 $772,427
Allowance for possible losses (15,391) (13,330)
-------- --------
Finance receivables - net 880,946 759,097
Cash 2,299 2,756
Other assets 4,022 4,255
-------- --------
TOTAL ASSETS $887,267 $766,108
======== ========
LIABILITIES
Senior debt:
Long-term ($29,474 at April 30, 1999 and $36,209 at
July 31, 1998 due to related parties) $490,491 $478,388
Short-term 121,917 22,144
Subordinated debt ($4,681 at April 30, 1999 and July 31,
1998 due to related parties) 97,790 102,290
Accrued interest, taxes and other liabilities 19,236 23,940
Deferred income taxes 19,173 16,117
-------- --------
Total liabilities 748,607 642,879
-------- --------
STOCKHOLDERS' EQUITY
Preferred stock - $1 par value, authorized 5,000,000 shares
in 1999 and 500,000 shares in 1998, none issued
Common stock - $.50 par value, authorized 100,000,000 shares
in 1999 and 25,000,000 shares in 1998; shares issued:
14,831,142 at April 30, 1999 and 14,842,544 at
July 31, 1998 7,416 7,421
Additional paid-in capital 57,900 57,869
Warrants - issued and outstanding 1,606,500 29 29
Retained earnings 73,315 57,910
-------- --------
Total stockholders' equity 138,660 123,229
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $887,267 $766,108
======== ========
<FN>
* Reproduced from balance sheet included in the 1998 Annual Report to Stockholders.
The notes to consolidated financial statements are made a part hereof.
</FN>
</TABLE>
3
<PAGE>
<TABLE>
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
AND RETAINED EARNINGS (UNAUDITED)
(Dollars in Thousands, Except Share Amounts)
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
------------------- -------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Finance income $22,279 $18,440 $64,903 $52,431
Interest expense 9,489 8,200 28,568 23,516
------- ------- ------- -------
Finance income before provision for possible
losses on finance receivables 12,790 10,240 36,335 28,915
Provision for possible losses on finance receivables 800 750 2,250 2,175
------- ------- ------- -------
Net finance income 11,990 9,490 34,085 26,740
Gain on debt retirement 498 685
Salaries and other expenses (2,847) (2,292) (7,845) (6,588)
------- ------- ------- -------
Earnings before income taxes 9,641 7,198 26,925 20,152
Provision for income taxes 3,743 2,799 10,420 7,829
------- ------- ------- -------
NET EARNINGS 5,898 4,399 16,505 12,323
Retained earnings - beginning of period 68,517 48,802 57,910 40,878
Retirement of treasury stock (1,100) (1,100)
------- ------- ------- -------
RETAINED EARNINGS - END OF PERIOD $73,315 $53,201 $73,315 $53,201
======= ======= ======= =======
EARNINGS PER COMMON SHARE:
Diluted $0.34 $0.27 $0.95 $0.75
===== ===== ===== =====
Basic $0.40 $0.30 $1.11 $0.83
===== ===== ===== =====
<FN>
The notes to consolidated financial statements are made a part hereof.
</FN>
</TABLE>
4
<PAGE>
<TABLE>
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(Dollars in Thousands)
<CAPTION>
Nine Months Ended
April 30,
--------------------
1999 1998
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $16,505 $12,323
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Provision for possible losses on finance receivables 2,250 2,175
Depreciation and amortization 4,451 3,728
Deferred income taxes 3,056 1,444
Gain on debt retirement (685)
Decrease (increase) in other assets 304 (189)
Increase (decrease) in accrued interest, taxes and
other liabilities (4,704) 612
------- -------
Net cash provided by operating activities 21,177 20,093
------- -------
Cash flows from investing activities:
Finance receivables:
Originated (488,910) (442,670)
Collected 360,579 304,067
Other (290) (323)
------- -------
Net cash (used in) investing activities (128,621) (138,926)
------- -------
Cash flows from financing activities:
Commercial paper:
Maturities 90 days or less (net) 38,945 13,716
Maturities greater than 90 days:
Proceeds 66,270 89,734
Repayments (75,867) (88,214)
Bank borrowings (net) 15,425 (66,500)
Proceeds from term loans - banks 70,000 10,000
Proceeds from medium term notes 55,000
Proceeds from convertible subordinated notes 100,000
Repurchase of convertible subordinated notes (3,815)
Variable rate senior term notes (net) (2,897) 7,085
Deferred debt issuance costs (2,687)
Acquisitions of treasury stock (1,721)
Proceeds from exercise of stock options 625 406
Tax benefit relating to stock options 22 57
------- -------
Net cash provided by financing activities 106,987 118,597
------- -------
NET (DECREASE) IN CASH (457) (236)
Cash - beginning of period 2,756 2,532
------- -------
CASH - END OF PERIOD $2,299 $2,296
======= =======
Supplemental disclosures of cash flow information:
Interest paid $26,614 $22,152
======= =======
Income taxes paid $4,804 $5,309
====== ======
<FN>
The notes to consolidated financial statements are made a part hereof.
</FN>
</TABLE>
5
<PAGE>
FINANCIAL FEDERAL CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
In the opinion of the management of Financial Federal Corporation and
Subsidiaries (the "Company"), the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the financial position as
at April 30, 1999, and the results of operations and cash flows for the three
and nine month periods ended April 30, 1999 and 1998. These condensed
financial statements should be read in conjunction with the consolidated
financial statements and note disclosures included in the Company's Annual
Report on Form 10-K for the year ended July 31, 1998. The consolidated
results of operations for the three and nine month periods ended April 30,
1999 and 1998 are not necessarily indicative of the results for the
respective full years.
NOTE 2 - EARNINGS PER COMMON SHARE
- ----------------------------------
Earnings per common share was calculated as follows (in thousands except per
share amounts):
<TABLE>
<CAPTION>
Three months ended Nine months ended
April 30, April 30,
------------------ -------------------
1999 1998 1999 1998
------ ------ ------- -------
<S> <C> <C> <C> <C>
Net earnings (used for basic earnings per share) $5,898 $4,399 $16,505 $12,323
Effect of convertible securities 748 17 2,313 17
------ ------ ------- -------
Adjusted net earnings (used for diluted earnings
per share) $6,646 $4,416 $18,818 $12,340
====== ====== ======= =======
Weighted average common shares outstanding
(used for basic earnings per share) 14,873 14,821 14,865 14,795
Effect of dilutive securities:
Warrants 1,371 1,416 1,399 1,380
Stock options 258 346 320 320
Convertible subordinated notes 3,222 74 3,261 24
------ ------ ------- -------
Adjusted weighted average common shares and
assumed conversions (used for diluted
earnings per share) 19,724 16,657 19,845 16,519
====== ====== ======= =======
Net earnings per common share - Diluted $0.34 $0.27 $0.95 $0.75
===== ===== ===== =====
Net earnings per common share - Basic $0.40 $0.30 $1.11 $0.83
===== ===== ===== =====
</TABLE>
NOTE 3 - SENIOR DEBT
- --------------------
At April 30, 1999, the Company had $385.0 million of committed unsecured
revolving credit facilities with various banks including $147.5 million of
credit facilities that expire before April 30, 2000 and $237.5 million of
credit facilities that expire after April 30, 2000. Long-term senior debt of
$490.5 million at April 30, 1999 comprised $18.9 million of borrowings under
credit facilities that expire after April 30, 2000, $218.6 million of
commercial paper supported by credit facilities that expire after April 30,
2000 and $253.0 million of term notes payable.
NOTE 4 - DERIVATIVE FINANCIAL INSTRUMENTS
- -----------------------------------------
At April 30, 1999, the Company was a party to interest rate swap agreements
with an aggregate notional amount of $25.0 million and an original term of two
years. The swap agreements allow the Company to effectively fix interest
rates on variable rate term borrowings.
6
<PAGE>
NOTE 5 - COMMON STOCK AND CONVERTIBLE DEBENTURE REPURCHASE PROGRAM
- ------------------------------------------------------------------
During the fiscal quarter ended April 30, 1999, the Company repurchased and
retired 99,200 shares of its common stock for an aggregate cost of $1.7
million and $3.0 million face amount of its convertible subordinated notes for
$2.5 million. The Company also repurchased $1.5 million face amount of its
convertible subordinated notes for $1.3 million in September 1998. The gains
recognized by the Company from the repurchases of its convertible subordinated
notes were $498,000 and $685,000 for the three and nine month periods ended
April 30, 1999, respectively. At April 30, 1999, $7.1 million was available
under the program for future repurchases.
NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS
- -----------------------------------------
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". This Statement requires the fair value
of derivatives to be recorded as assets or liabilities. Gains or losses
resulting from changes in the fair values of derivatives would be accounted
for depending on the purpose of the derivatives and whether they qualify for
hedge accounting treatment. This statement, as deferred, is effective for
fiscal years beginning after June 15, 2000. The Company has not yet
determined the impact SFAS 133 will have on its earnings or financial
position.
PART I
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Comparison of Three Months Ended April 30, 1999 to Three Months Ended April
- ---------------------------------------------------------------------------
30, 1998
- --------
Finance income increased 21% to $22.3 million in the third quarter of fiscal
1999 from $18.4 million in the third quarter of fiscal 1998. The increase was
primarily the result of the $178 million, or 26%, increase in average finance
receivables outstanding to $863 million in the third quarter of fiscal 1999
from $685 million in the third quarter of fiscal 1998, partially offset by
decreases in finance rates charged by the Company in response to the declining
interest rate environment and competitive factors. Finance receivables booked
in the third quarter of fiscal 1999 increased 10% to $188 million from $171
million in the third quarter of fiscal 1998 as competitive pressures on
finance rates and terms continued to affect the level of originations.
Interest expense, incurred on borrowings used to fund finance receivables,
increased by 16% to $9.5 million in the third quarter of fiscal 1999 from $8.2
million in the third quarter of fiscal 1998. The increase was primarily due
to the 28% increase in average debt outstanding, partially offset by the
decrease in the Company's cost of funds resulting from the approximate 12%
decrease in average interest rates charged on the Company's commercial paper
and bank borrowings in the third quarter of fiscal 1999 from the third quarter
of fiscal 1998 and the issuance of the Company's 4.5% convertible subordinated
notes in April 1998.
Finance income before provision for possible losses on finance receivables
increased by 25% to $12.8 million in the third quarter of fiscal 1999 from
$10.2 million in the third quarter of fiscal 1998. Finance income before
provision for possible losses, expressed as an annualized percentage of
average finance receivables outstanding, was 6.1% in the third quarter of
fiscal 1999 and 1998.
The provision for possible losses on finance receivables increased by 7% to
$800,000 in the third quarter of fiscal 1999 from $750,000 in the third
quarter of fiscal 1998. The provision for possible losses is determined by
the amount required to increase the allowance for possible losses to a level
that management considers appropriate. The allowance for possible losses was
$15.4 million, or 1.72% of finance receivables, at April 30, 1999, compared to
$12.4 million, or 1.73% of finance receivables, at April 30, 1998. The
allowance is periodically reviewed by the Company's management and is
estimated based on management's current assessment of the risks inherent in
the Company's finance receivables from national and regional economic
conditions, industry conditions, concentrations, the financial condition of
counterparties and other factors. Future additions to the allowance may be
necessary based on changes in these factors. Non-performing finance
receivables were $8.9 million, or 1.0% of total finance receivables, at April
30, 1999, compared to $6.0 million, or 0.8% of total finance receivables, at
April 30, 1998.
7
<PAGE>
In March 1999, the Company repurchased $3.0 million face amount of its
convertible subordinated notes for $2.5 million.
Salaries and other expenses increased by 24% to $2.8 million in the third
quarter of fiscal 1999 from $2.3 million in the third quarter of fiscal 1998
primarily due to the increase in the number of marketing personnel and other
employees and salary increases.
Net earnings increased by 34% to $5.9 million in the third quarter of fiscal
1999 from $4.4 million in the third quarter of fiscal 1998. Diluted earnings
per share increased by 26% to $0.34 per share in the third quarter of fiscal
1999 from $0.27 per share in the third quarter of fiscal 1998 and basic
earnings per share increased by 33% to $0.40 per share in the third quarter of
fiscal 1999 from $0.30 per share in the third quarter of fiscal 1998. The
increase in diluted earnings per share was lower than the increase in net
earnings primarily due to the effect of the convertible subordinated notes.
Comparison of Nine Months Ended April 30, 1999 to Nine Months Ended April 30,
- -----------------------------------------------------------------------------
1998
- ----
Finance income increased 24% to $64.9 million in the first nine months of
fiscal 1999 from $52.4 million in the first nine months of fiscal 1998. The
increase was primarily the result of the $183 million, or 29%, increase in
average finance receivables outstanding to $825 million in the first nine
months of fiscal 1999 from $642 million in the first nine months of fiscal
1998, partially offset by decreases in finance rates charged by the Company in
response to the declining interest rate environment and competitive factors.
Finance receivables booked in the first nine months of fiscal 1999 increased
10% to $489 million from $443 million in the first nine months of fiscal 1998
as competitive pressures on finance rates and terms continued to affect the
level of originations.
Interest expense, incurred on borrowings used to fund finance receivables,
increased by 21% to $28.6 million in the first nine months of fiscal 1999 from
$23.5 million in the first nine months of fiscal 1998. The increase was
primarily due to the 31% increase in average debt outstanding, partially
offset by the decrease in the Company's cost of funds resulting from the
approximate 8% decrease in average interest rates charged on the Company's
commercial paper and bank borrowings in the first nine months of fiscal 1999
from the first nine months fiscal 1998 and the issuance of the Company's 4.5%
convertible subordinated notes in April 1998.
Finance income before provision for possible losses on finance receivables
increased by 26% to $36.3 million in the first nine months of fiscal 1999 from
$28.9 million in the first nine months of fiscal 1998. Finance income before
provision for possible losses, expressed as an annualized percentage of
average finance receivables outstanding, decreased to 5.9% in the first nine
months of fiscal 1999 from 6.0% in the first nine months of fiscal 1998.
The provision for possible losses on finance receivables increased by 3% to
$2.3 million in the first nine months of fiscal 1999 from $2.2 million in the
first nine months of fiscal 1998. The provision for possible losses is
determined by the amount required to increase the allowance for possible
losses to a level that management considers appropriate. The allowance for
possible losses was $15.4 million, or 1.72% of finance receivables, at April
30, 1999, compared to $12.4 million, or 1.73% of finance receivables, at April
30, 1998.
During the nine months ended April 30, 1999, the Company repurchased $4.5
million face amount of its convertible subordinated notes for $3.8 million.
Salaries and other expenses increased by 19% to $7.8 million in the first nine
months of fiscal 1999 from $6.6 million in the first nine months of fiscal
1998 primarily due to the increase in the number of marketing personnel and
other employees and salary increases.
Net earnings increased by 34% to $16.5 million in the first nine months of
fiscal 1999 from $12.3 million in the first nine months of fiscal 1998.
Diluted earnings per share increased by 27% to $0.95 per share in the first
nine months of fiscal 1999 from $0.75 per share in the first nine months of
fiscal 1998 and basic earnings per share increased by 34% to $1.11 per share
in the first nine months of fiscal 1999 from $0.83 per share in the first nine
months of fiscal 1998. The increase in diluted earnings per share was lower
than the increase in net earnings primarily due to the effect of the
convertible subordinated notes.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company is dependent upon the continued availability of funds primarily to
originate or acquire finance receivables and to purchase portfolios of finance
receivables. The Company may obtain required funds from a variety of sources,
including internal generation, direct issuance of and dealer placed commercial
paper, borrowings under revolving credit facilities, placements of term debt
and sales of common and preferred equity. Management believes that the
Company has available sufficient liquidity to support its future operations
(see the following Year 2000 disclosure).
The Company issues investment grade commercial paper directly and through a
program with recognized commercial paper dealers. Commercial paper
outstanding at April 30, 1999 was $340.6 million. The Company's commercial
paper is unsecured and matures within 270 days. Increases in commercial paper
are generally offset by decreases in bank and other borrowings, and vice
versa. The Company's current policy is to maintain bank facilities so that
the aggregate amount available thereunder exceeds commercial paper
outstanding.
At April 30, 1999, the Company had $147.5 million of short-term committed
unsecured revolving credit facilities with various banks under which no
borrowings were outstanding, and $237.5 million of long-term committed
unsecured revolving credit facilities with various banks under which $18.9
million was outstanding.
During the nine months ended April 30, 1999, the Company issued $70.0 million
of senior term notes with original maturities of three or four years.
At April 30, 1999, the Company had $45.0 million available under its 144A
Medium-Term Note Program.
YEAR 2000
The Company has determined that its information technology systems are
primarily Year 2000 compliant (non information technology systems are not
critical to the Company's operations). Therefore, any future costs the
Company may incur relating to the Year 2000 issue are not expected to be
significant. The Company has not, and does not expect to, incur any specific
quantifiable costs that can be directly and solely related to the Year 2000
issue. However, should any of the Company's information technology systems
not function properly as a result of the turn of the century, the Company
expects the total costs to repair/replace such systems will be less than
$500,000.
The Company has business relationships with thousands of equipment
manufacturers, dealers and end-users (customers). The failure by any one or
several of these third parties to be Year 2000 compliant is not expected to
result in a material loss in the Company's revenue.
The Company has business relationships with four commercial paper dealers and
nineteen banks to access the financial markets for its daily funding
requirements. Through direct communications with these credit providers and
the review of their public statements, the Company has been assured that
substantially all of its credit providers expect to be Year 2000 compliant.
In addition, all banks are required to be Year 2000 compliant by various
regulatory agencies. The failure by any one of these credit providers to be
Year 2000 compliant is not expected to affect materially the Company's
liquidity. However, a significant disruption in financial markets caused by
the Year 2000 issue, impairing the Company's ability to obtain required funds
over a period of time, could have a material adverse effect on the Company's
operations.
Neither the Company, nor anyone else, can predict, or envision, the potential
direct and residual effects of technology's inability to properly recognize
the year 2000. These possible effects include extended, nationwide
interruptions in telecommunications services, utility services, public
transportation, air travel and global banking and electronic payment systems.
Based on the unknown effects of these potentially significant interruptions,
the Company believes that it is impossible to assure full Year 2000 compliance
even though the Company has taken appropriate measures to be compliant.
In the event that the turn of the century causes a material business
interruption, the Company believes, but cannot assure, that, to the extent
possible (except for the interruptions listed in the prior paragraph), any
such interruption could be overcome manually.
9
<PAGE>
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results
of Operations contains forward-looking statements that involve risks,
uncertainties and assumptions due to their subjective nature. Therefore,
actual outcomes and results could differ materially from those anticipated by
such forward-looking statements due to the impact of many factors beyond the
Company's control, including economic, geographic and industry conditions,
availability of funding sources, market risk from fluctuations in interest
rates, prepayments, competitive conditions, personnel, changes in existing
laws or regulations and matters relating to the Year 2000 issue.
Item 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 - Financial Data Schedule (EDGAR version only)
(b) Reports on Form 8-K
The Company did not file any Reports on Form 8-K during the
quarter ended April 30, 1999.
10
<PAGE>
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.
FINANCIAL FEDERAL CORPORATION
-----------------------------
(Registrant)
By: /s/ Michael C. Palitz
----------------------------
Executive Vice President and
Chief Financial Officer
By: /s/ David H. Hamm
----------------------------
Controller and Assistant
Treasurer
June 10, 1999
- --------------
(Date)
11
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibits Page
- ----------- ----------------------------------------------------- ----
27 Financial Data Schedule (EDGAR version only)
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OF FINANCIAL FEDERAL CORPORATION AND SUBSIDIARIES
AS OF APRIL 30, 1999 AND THE RELATED CONSOLIDATED STATEMENT OF OPERATIONS
AND RETAINED EARNINGS FOR THE NINE MONTH PERIOD THEN ENDED AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-END> APR-30-1999
<CASH> 2299
<SECURITIES> 0
<RECEIVABLES> 896337
<ALLOWANCES> 15391
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 887267
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 7416
<OTHER-SE> 131244
<TOTAL-LIABILITY-AND-EQUITY> 887267
<SALES> 0
<TOTAL-REVENUES> 64903
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2250
<INTEREST-EXPENSE> 28568
<INCOME-PRETAX> 26925
<INCOME-TAX> 10420
<INCOME-CONTINUING> 16505
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16505
<EPS-BASIC> 1.11
<EPS-DILUTED> .95
<FN>
<F1>THE FINANCIAL STATEMENTS INCLUDE A NONCLASSIFIED BALANCE SHEET
</FN>
</TABLE>
