UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
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 001-10997
INTEGON CORPORATION
----------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3559471
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 West Fifth Street, Winston-Salem, North Carolina 27152
----------------------------------------
(Address of principal executive offices) (Zip Code)
(910) 770-2000
----------------------------------------
(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
As of April 30, 1996, there were 15,724,307 shares outstanding of Integon
Corporation's Common Stock.
Page 1
<PAGE>
INTEGON CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION
Page
<S> <C>
Item 1. Financial Statements ........................................
Balance Sheets - March 31, 1996 and December 31, 1995 ....... 3
Statements of Operations - Three Months Ended
March 31, 1996 and 1995 .................................... 4
Statements of Cash Flows - Three Months Ended
March 31, 1996 and 1995 .................................... 5
Notes to Financial Statements ............................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................ 7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ............................ 13
</TABLE>
Page 2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
<CAPTION>
INTEGON CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
(Unaudited)
(Dollars in thousands, except per share data)
March 31, December 31,
1996 1995
----------- -----------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities available for sale--at market ................ $ 481,060 $ 481,944
Other long-term investments .................................... 2,058 2,114
----------- -----------
483,118 484,058
Cash and cash equivalents ...................................... 39,770 21,046
Reinsurance receivable ......................................... 190,422 199,826
Premiums due and uncollected, net .............................. 220,040 199,087
Prepaid reinsurance premiums ................................... 54,721 56,726
Accounts and notes receivable, primarily financing
receivables, net ........................................... 30,182 28,277
Accrued investment income ...................................... 8,415 7,683
Deferred policy acquisition costs .............................. 51,867 46,413
Property and equipment, net .................................... 64,572 65,247
Goodwill ....................................................... 110,035 110,976
Deferred loan costs ............................................ 2,099 2,195
Deferred income taxes .......................................... 17,682 12,934
Other assets ................................................... 8,620 7,211
----------- -----------
$ 1,281,543 $ 1,241,679
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Unearned premiums .............................................. $ 333,353 $ 305,911
Loss and loss adjustment expenses payable ...................... 422,748 416,740
Accrued expenses and other liabilities ......................... 130,322 117,374
Short-term debt ................................................ 18,000 16,000
Notes payable .................................................. 150,734 150,807
----------- -----------
1,055,157 1,006,832
----------- -----------
STOCKHOLDERS' EQUITY
$3.875 Convertible Preferred Stock--$.01 par value
per share, 1,437,500 shares authorized, issued and
outstanding ................................................. 14 14
Common Stock--$.01 par value per share, authorized--
35,000,000 shares; issued--17,291,507 shares and
17,271,707 shares ........................................... 173 173
Class A Non-Voting Common Stock--$.01 par value per
share, authorized 20,000,000 shares; issued and
outstanding--none ........................................... -- --
Additional paid-in capital ..................................... 147,597 147,296
Net unrealized appreciation (depreciation) of
securities .................................................. (1,052) 8,288
Retained earnings .............................................. 117,475 116,897
Treasury stock--at cost, 1,567,200 shares ...................... (37,821) (37,821)
----------- -----------
226,386 234,847
----------- -----------
$1,281,543 $1,241,679
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
Page 3
<PAGE>
Item 1. Financial Statements. (continued)
INTEGON CORPORATION AND SUBSIDIARIES
STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------
1996 1995
--------- ---------
<S> <C> <C>
REVENUES
Net premiums written ......................... $ 194,262 $ 141,175
========= =========
Premiums earned .............................. $ 164,815 $ 129,542
Net investment income ........................ 7,753 7,400
Net realized investment gains ................ 2,077 470
Other income ................................. 4,175 5,243
--------- ---------
178,820 142,655
--------- ---------
BENEFITS AND EXPENSES
Loss and loss adjustment expenses ............ 130,558 94,129
Policy acquisition and other underwriting
expenses ................................... 34,971 28,984
Other expenses ............................... 4,049 5,530
Amortization of goodwill ..................... 769 771
Interest expense ............................. 3,631 3,567
--------- ---------
173,978 132,981
--------- ---------
INCOME FROM OPERATIONS BEFORE FEDERAL INCOME
TAXES AND EXTRAORDINARY ITEMS .............. 4,842 9,674
Federal income taxes ......................... 1,457 2,630
--------- ---------
INCOME BEFORE EXTRAORDINARY ITEMS ............ 3,385 7,044
Extraordinary items, net of federal income tax
benefit of $276 ............................ -- (2,624)
--------- ---------
NET INCOME .............................. 3,385 4,420
Preferred stock dividends .................... 1,393 1,393
--------- ---------
Net income available to common shareholders .. $ 1,992 $ 3,027
========= =========
EARNINGS PER COMMON SHARE
Income before extraordinary items .......... $ .13 $ .36
Extraordinary items ........................ -- (.17)
--------- ---------
NET INCOME ................................. $ .13 $ .19
========= =========
Weighted average common shares outstanding ... 15,903 15,695
========= =========
Dividends declared per share ................. $ .09 $ .09
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
Page 4
<PAGE>
Item 1. Financial Statements. (continued)
INTEGON CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities
Net income ...................................................................... $ 3,385 $ 4,420
Adjustments to reconcile net income to net cash provided by operating activities:
Net realized investment gains ........................................... (2,077) (470)
Depreciation and amortization ........................................... 2,242 1,736
Net amortization of discounts and premiums .............................. 170 136
Provision for deferred federal income taxes ............................. 281 730
Net decrease in reinsurance assets ...................................... 11,409 7,181
Increase in premiums due and uncollected ................................ (20,953) (6,178)
Increase in deferred policy acquisition costs ........................... (5,454) (2,395)
Net increase in accounts and notes
receivable, accrued investment income and other
assets ................................................................ (4,199) (10,706)
Increase in unearned premiums ........................................... 27,442 12,532
Increase in loss and loss adjustment
expenses payable ...................................................... 6,008 1,771
Net increase in accrued expenses and
other liabilities ..................................................... 10,192 19,053
--------- ---------
Net cash flows provided by operating activities
from continuing operations ............................................ 28,446 27,810
--------- ---------
Cash Flows from Investing Activities
Investment securities sold ..................................................... 112,247 154,253
Investment securities matured, called or redeemed .............................. 2,917 8,805
Investment securities purchased ................................................ (126,684) (166,844)
Other .......................................................................... (727) (917)
--------- ---------
Net cash flows used in investing activities ................................ (12,247) (4,703)
--------- ---------
Cash Flows from Financing Activities
Increase (decrease) in short-term debt ......................................... 2,000 (8,000)
Common stock dividends ......................................................... (1,415) (1,412)
Preferred stock dividends ...................................................... (1,393) (1,393)
Decrease in notes payable ...................................................... (72) (20)
Increase in book cash overdrafts ............................................... 3,405 5,064
--------- ---------
Net cash flows provided by (used in) financing
activities .............................................................. 2,525 (5,761)
--------- ---------
Net increase in cash and cash equivalents ...................................... 18,724 17,346
Cash and cash equivalents at beginning of period ........................... 21,046 31,549
--------- ---------
Cash and cash equivalents at end of period ..................................... $ 39,770 $ 48,895
========= =========
Supplemental Disclosures of Cash Flows Information
Interest paid during the period ................................................ $ 3,274 $ 3,267
Federal income taxes paid during the period .................................... 950 --
</TABLE>
The accompanying notes are an integral part of these statements.
Page 5
<PAGE>
Item 1. Financial Statements. (continued)
INTEGON CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(Unaudited)
(Dollars in thousands, except per share data)
Note 1 - Accounting Policies
The accompanying unaudited consolidated financial statements of Integon
Corporation and subsidiaries (the "Company") have been prepared in accordance
with generally accepted accounting principles for interim periods.
In the opinion of management, these financial statements include all
adjustments, including all normal recurring accruals, necessary for a fair
presentation of the consolidated financial position at March 31, 1996 and
December 31, 1995 and the consolidated results of operations and cash flows for
the periods ended March 31, 1996 and 1995.
The operating results for the three months ended March 31, 1996 are not
necessarily indicative of the results to be expected for the full year ending
December 31, 1996.
Page 6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
General
The following discussion and analysis should be read in conjunction with the
consolidated financial statements and related notes on pages 3 through 6 of this
Quarterly Report on Form 10-Q. The reader is presumed to have read or have
access to Integon Corporation's 1995 Annual Report on Form 10-K.
Results of Continuing Operations
Three Months Ended March 31, 1996 ("1996") Compared with Three Months Ended
March 31, 1995 ("1995")
Net premiums written increased 37.6% from $141.2 million in 1995 to $194.3
million in 1996. Nonstandard automobile insurance net premiums written increased
from $129.1 million in 1995 to $176.8 million in 1996 or 36.9% due primarily to
growth in the Company's more mature operating states. Specialty auto products
net premiums written increased 97.3% from $5.6 million in 1995 to $11.0 million
in 1996. Premiums earned on all lines of business increased 27.2% from $129.5
million in 1995 to $164.8 million in 1996 and reflects the increase in net
premiums written referred to above.
Loss and loss adjustment expenses increased 38.7% from $94.1 million in
1995 to $130.6 million in 1996. The loss ratio, defined as loss and loss
adjustment expenses as a percentage of premiums earned, increased from 72.7% in
1995 to 79.2% in 1996 due primarily to severe winter weather. The Company
experienced a 19% increase in the frequency of claims in 1996 compared to the
same period in 1995 and estimates that the severe winter weather accounted for
$9.0 million to $10.0 million of additional loss and loss adjustment expenses.
Policy acquisition and other underwriting expenses increased $6.0 million
from $29.0 million in 1995 to $35.0 million in 1996. The expense ratio, defined
as policy acquisition and other underwriting expenses as a percentage of
premiums earned, decreased from 22.4% in 1995 to 21.2% in 1996. The decrease in
the expense ratio was due primarily to increased operating efficiencies.
Page 7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. (continued)
Net investment income increased 4.8% from $7.4 million in 1995 to $7.8
million in 1996 as a result of the increase in average invested assets of $68.4
million. This higher level of invested assets was partially offset by lower
yields. The pre-tax yield of the portfolio was 6.1% in 1996 compared to 6.8% in
1995. The percentage of cash and invested assets invested in tax-exempt
securities was 21.3% and 41.7% in 1996 and 1995, respectively.
Other income less other expenses resulted in income of $.1 million in
1996 and expense of $.3 million in 1995. The increase in income in 1996 was due
primarily to a reduction in corporate expenses.
Interest expense remained constant at $3.6 million in 1996 and 1995.
Federal income taxes decreased $1.1 million from $2.6 million in 1995
to $1.5 million in 1996. The effective tax rate increased from 27.2% in 1995 to
30.1% in 1996 due primarily to decreased holdings of tax-exempt securities in
1996. Underwriting income is taxed at the statutory rate of 35% while net
investment income is taxed at a lower effective rate due to the investment in
tax-exempt securities. The Company's investment in tax-exempt securities
decreased from 41.7% in 1995 to 21.3% in 1996 of cash and invested assets.
Income before extraordinary items decreased $3.6 million from $7.0
million in 1995 to $3.4 million in 1996. In addition to the variances discussed
above, there were pre-tax net realized investment gains of $2.1 million in 1996
compared to pre-tax net realized investment gains of $.5 million in 1995.
Page 8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. (continued)
Analysis of Financial Condition
Information regarding the Company's investment portfolio at March 31,
1996 is as follows:
<TABLE>
<CAPTION>
March 31, 1996
---------------------------------
Type/Ratings of Investments (1) Carrying Amount (2) Percentage
- ------------------------------- ------------------- ----------
(in thousands)
<S> <C> <C>
Fixed maturities:
Government and agencies .. $ 78,907 16.4%
Aaa ...................... 175,055 36.2
Aa ....................... 59,346 12.3
A (3) .................... 155,728 32.2
Baa (4) .................. 7,281 1.5
-------- -----
Total investment grade 476,317 98.6
Below investment grade ... 4,743 1.0
-------- -----
Subtotal ............. 481,060 99.6
Other long-term investments .. 2,058 0.4
-------- -----
Total invested assets $483,118 100.0%
======== =====
</TABLE>
(1) The ratings set forth above are based on the ratings, if any, assigned
by Moody's Investors Service, Inc. ("Moody's"). If Moody's ratings were
unavailable, the equivalent ratings supplied by Standard & Poor's
Corporation ("S&P") or the National Association of Insurance
Commissioners ("NAIC") were used where available. The percentage of
rated securities that were not assigned a rating by Moody's at March
31, 1996 was 18.3%.
(2) Carrying amount is estimated market value for fixed maturities
available for sale.
(3) The "A" category includes $45.0 million of securities which were not
rated by Moody's or S&P, but were rated "1" by the NAIC.
(4) The "Baa" category includes $4.9 million of securities which were not
rated by Moody's or S&P, but were rated "2" by the NAIC.
Page 9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. (continued)
Liquidity and Capital Resources
Sources of Funds. The Company's major sources of operating funds have
been and are expected to continue to be (i) dividends from its subsidiaries,
(ii) reimbursements of costs and expenses in connection with the management
agreement among the Company and its subsidiaries pursuant to which the Company
provides certain services to such subsidiaries, (iii) tax sharing payments from
the operating subsidiaries of the Company and (iv) borrowings under credit
facilities. The Company files a consolidated federal income tax return including
its subsidiaries and receives payments pursuant to a tax sharing agreement among
the Company and its subsidiaries. Taxes are computed for each subsidiary and
paid to the Company as if such subsidiary were filing a tax return on a
stand-alone basis, thereby providing additional funds to the Company, because
the aggregate of such payments generally exceeds taxes to be paid by the Company
on a consolidated basis. The Company's insurance subsidiaries are limited as to
the amount of ordinary dividends they may pay (see "Regulation" below). In
addition, in determining the ability of its subsidiaries to pay dividends, the
Company monitors its subsidiaries' operating leverage based on the level of net
premiums written to statutory surplus. Currently, the Company seeks to maintain
its subsidiaries' ratio of net premiums written to statutory surplus at a level
of approximately 3.0x in accordance with industry standards. The ratio was 3.0x
for the twelve months ended March 31, 1996. The Company's subsidiaries have
begun to retain a higher percentage of earnings than in 1995 and the Company
will rely more on its other sources for funds generation during 1996.
As of March 31, 1996, Integon Corporation, the parent company, had approximately
$.8 million of cash and cash equivalents that were available for general
corporate purposes, including debt service, dividend payments, working capital
and the Company's Securities Repurchase Program (as defined below). The Company
believes that the sources of funds available to it are and will be sufficient to
satisfy its needs.
The principal sources of funds for the Company's subsidiaries are net premiums
collected, proceeds from investment income and from investments that have been
sold, matured or repaid and premium financing revenues.
Page 10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. (continued)
On a consolidated basis, net cash flows provided by operating activities for the
three months ended March 31, 1996 and 1995 were $28.4 million and $27.8 million,
respectively. Based on the Company's current financial plans, management
believes that its subsidiaries will continue to realize positive cash flows from
their operating activities and that the operating liquidity needs of such
subsidiaries can be funded exclusively from such cash flow.
Uses of Funds. The Company's principal uses of funds are the payment of
corporate operating expenses, taxes, debt service and dividends on Common and
Preferred Stock.
The principal uses of funds of the Company's subsidiaries are the payment of
claims on insurance policies, the payment of operating expenses, purchase of
investments, tax sharing payments and dividends to the Company.
The Company and its subsidiaries have no material commitments for capital
expenditures.
Securities Repurchase Program: The Company and its subsidiaries were
authorized by the Board of Directors on May 13, 1993 to repurchase up to $50.0
million of the Company's Common Stock and 8% Senior Notes due 1999 over a
three-year period. As of March 31, 1996, a total of 1,567,200 shares of Common
Stock had been repurchased at a total cost of $37.8 million, or an average price
per share of $24.13.
Financing Activities: The Company has a committed credit facility of $25.0
million with a domestic bank. The interest rate charged is the London Interbank
Offering Rate plus 1.0% or the bank's prime rate. The annual commitment fee for
this facility is .125% of the unused amount and the annual facility fee is .25%
of the total amount. At March 31, 1996, borrowings under this facility were
$18.0 million. The Company is currently negotiating with various banks for an
expanded credit facility.
Page 11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. (continued)
Investments. In accordance with the Company's investment policy, the
Company's investments at March 31, 1996 consisted primarily of investment-grade
securities (rated Baa or better by Moody's Investor Services, Inc. or the
equivalent). Consolidated cash and cash equivalents at March 31, 1996 amounted
to $39.8 million, or 7.6% of total cash and invested assets.
Management has determined that the entire fixed maturity portfolio should be
classified as "available for sale". Fixed maturity securities classified as
"available for sale" are carried at estimated market value. The market value and
amortized cost of all fixed maturity securities at March 31, 1996 were $481.1
million and $482.6 million, respectively.
Management believes that the securities in the Company's investment portfolio at
March 31, 1996 are readily marketable.
Regulation. Insurance laws and regulations impose certain restrictions
on the amount of dividends that may be paid by insurance companies. The maximum
amount of ordinary dividends that a North Carolina domiciled property and
casualty insurance company may pay at any point in time without regulatory
approval is the lesser of (a) 10% of the policyholders' statutory surplus of
such property and casualty insurance company as of the preceding December 31 or
(b) the statutory net income of such property and casualty insurance company for
the preceding calendar year, less the amount of dividends paid during the
preceding 12 months. The Company's insurance subsidiaries paid approximately
$4.8 million of ordinary dividends in February 1996.
If the insurance subsidiaries are not able to pay ordinary dividends and their
requests for the payment of extraordinary dividends are not granted, and if
amounts needed are in excess of the available funds under the credit facility,
additional borrowings, the issuance of additional securities or obtaining other
funds could be necessary to pay debt service, Common Stock and Preferred Stock
dividends and other expenses of the Company.
Page 12
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits
Filed Herewith (*),
Nonapplicable (NA), or
Incorporated by Reference from
---------------------------------
Exhibit Integon
Number Registration
Exhibit No. or Report
---------- -------------------
11.1 Computation of Earnings per Share * NA
b. Reports on Form 8-K.
The following report on Form 8-K was filed during the quarter ended
March 31, 1996.
Filing Date Item No. Description
---------- ---------- ---------------------------------
February 1, 1996 5 Other Events. Copy of press
release concerning fourth
quarter 1995 results.
Page 13
<PAGE>
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.
INTEGON CORPORATION
May 13, 1996 /s/ Donald F. McKee
-------------------
Donald F. McKee
(Duly Authorized Officer
and Principal Financial Officer)
Page 14
<PAGE>
INDEX TO EXHIBITS
Filed Herewith (*),
Nonapplicable (NA), or
Incorporated by Reference From
Integon
Exhibit Registration Sequential
Number Exhibit No. or Report Page Number
------ ------- ------------- ------------
11.1 Computation of 11.1 * 16
Earnings Per Share
Page 15
<PAGE>
Exhibit 11.1
INTEGON CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
1996 1995
------------ ------------
<S> <C> <C>
Income available to common shareholders:
Income before extraordinary items ....................... $ 3,385 $ 7,044
Preferred stock dividends ............................... (1,393) (1,393)
------------ ------------
Income before extraordinary items
available to common shareholders ....................... 1,992 5,651
Extraordinary items ..................................... -- (2,624)
------------ ------------
Net income available to common
shareholders ...................................... $ 1,992 $ 3,027
============ ============
Weighted average common shares outstanding:
Common shares outstanding .......................... 15,714,407 15,695,407
Assumed exercise of stock options .................. 188,361 --
------------ ------------
Total ............................................... 15,902,768 15,695,407
============ ============
Earnings per common share:
Income before extraordinary items .................. $ .13 $ .36
Extraordinary items ................................ -- (.17)
------------ ------------
Net income ....................................... $ .13 $ .19
============ ============
</TABLE>
Page 16
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND> This schedule contains summary financial
information extracted from Integon Corporation's
March 31, 1996 financial statments and is
qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000878660
<NAME> Integon Corporation
<MULTIPLIER> 1,000
<CURRENCY> U.S. 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> 481,060
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 483,118
<CASH> 39,770
<RECOVER-REINSURE> 190,422
<DEFERRED-ACQUISITION> 51,867
<TOTAL-ASSETS> 1,281,543
<POLICY-LOSSES> 422,748
<UNEARNED-PREMIUMS> 333,353
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 150,734
0
14
<COMMON> 173
<OTHER-SE> 226,199
<TOTAL-LIABILITY-AND-EQUITY> 1,281,543
164,815
<INVESTMENT-INCOME> 7,753
<INVESTMENT-GAINS> 2,077
<OTHER-INCOME> 4,175
<BENEFITS> 130,558
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 34,971
<INCOME-PRETAX> 4,842
<INCOME-TAX> 1,457
<INCOME-CONTINUING> 3,385
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,385
<EPS-PRIMARY> 0.13
<EPS-DILUTED> 0.13
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
