SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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______________________________________________________
For Quarter Ended Commission file number
June 30, 2000 0-5534
BALDWIN & LYONS, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0160330
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1099 North Meridian Street, Indianapolis, Indiana 46204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 636-9800
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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, 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 August 7, 2000:
TITLE OF CLASS NUMBER OF SHARES OUTSTANDING
Common Stock, No Par Value:
Class A (voting) 2,304,885
Class B (nonvoting) 9,868,549
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30 December 31
2000 1999
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<S> <C> <C>
ASSETS
Investments:
Fixed maturities $ 219,596 $ 250,386
Equity securities 155,252 139,300
Short-term and other 23,533 32,467
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398,381 422,153
Cash and cash equivalents 32,211 20,115
Accounts receivable 31,175 24,991
Reinsurance recoverable 57,050 44,825
Current federal income taxes - 764
Other assets 24,070 17,829
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$ 542,887 $ 530,677
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Reserves for losses and loss expenses $ 180,108 $ 173,473
Reserves for unearned premiums 32,673 24,432
Accounts payable and accrued expenses 34,534 40,289
Deferred federal income taxes 9,631 7,700
Current federal income taxes 2,072 -
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259,018 245,894
Shareholders' equity:
Common stock-no par value 657 702
Additional paid-in capital 36,813 39,663
Unrealized net gains on investments 30,146 24,711
Retained earnings 216,253 219,707
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283,869 284,783
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$ 542,887 $ 530,677
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Number of common and common
equivalent shares outstanding 12,396 13,246
Book value per outstanding share $22.90 $21.50
</TABLE>
See notes to condensed consolidated financial statements.
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
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2000 1999 2000 1999
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<S> <C> <C> <C>
<C>
REVENUES
Net premiums earned $ 18,576 $ 17,705 $ 38,245 $ 33,690
Net investment income 4,727 4,628 9,664 9,296
Realized net gains on investments 3,828 853 8,294 3,498
Commissions and other income 1,293 713 2,124 1,276
---------- ---------- ---------- ----------
28,424 23,899 58,327 47,760
EXPENSES
Losses and loss expenses incurred 14,418 11,672 27,673 22,632
Other operating expenses 6,897 6,082 14,241 12,077
---------- ---------- ---------- ----------
21,315 17,754 41,914 34,709
---------- ---------- ---------- ----------
INCOME BEFORE FEDERAL INCOME TAXES 7,109 6,145 16,413 13,051
Federal income taxes 2,472 1,830 5,501 3,777
---------- ---------- ---------- ----------
NET INCOME $ 4,637 $ 4,315 $ 10,912 $ 9,274
========== ========== ========== ==========
PER SHARE DATA - DILUTED:
Income before realized net gains $ .17 $ .28 $ .43 $ .51
Realized net gains on investments .20 .04 .42 .17
---------- ---------- ---------- ----------
NET INCOME $ .37 $ .32 $ .85 $ .68
========== ========== ========== ==========
Dividends $ .10 $ .10 $ .20 $ .20
========== ========== ========== ==========
RECONCILIATION OF SHARES OUTSTANDING:
Average shares outstanding - basic 12,433 13,473 12,742 13,551
Dilutive effect of options outstanding 93 129 96 130
---------- ---------- ---------- ----------
Average shares outstanding - diluted 12,526 13,602 12,838 13,681
========== ========== ========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
BALDWIN & LYONS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
June 30
-----------------------
2000 1999
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<S> <C> <C>
Net cash used in operating activities ($ 485) ($ 1,402)
Investing activities:
Purchases of long-term investments (80,389) (75,958)
Proceeds from sales or maturities
of long-term investments 111,273 89,606
Net sales of short-term investments 8,746 209
Other investing activities (1,296) (1,498)
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Net cash provided by investing activities 38,334 12,359
Financing activities:
Dividends paid to shareholders (2,627) (2,716)
Cost of treasury stock (14,603) (8,273)
Repayment on line of credit (8,528) -
Proceeds from sales of common stock 5 2
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Net cash used in financing activities (25,753) (10,987)
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Increase (decrease) in cash and cash equivalents 12,096 (30)
Cash and cash equivalents at beginning of period 20,115 16,955
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Cash and cash equivalents at end of period $ 32,211 $ 16,925
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) The accompanying unaudited condensed financial statements have been prepared
in accordance with the instructions to Form 10Q and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
fair presentation have been included. Operating results for the interim periods
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2000. Interim financial statements should be read in
conjunction with the Company's annual audited financial statements.
(2) Forward-looking statements in this report are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve inherent
risks and uncertainties. Readers are encouraged to review the Company's annual
report for its full statement regarding forward-looking information.
(3) The following line items from the Statements of Income are presented net of
the reinsurance amounts shown below.
2000 1999
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Quarter ended June 30:
Net premiums earned $ 5,914 $ 4,845
Losses and loss expenses 14,460 (10,128)
Other operating expenses (2,137) (1,723)
Six months ended June 30:
Net premiums earned 10,813 9,002
Losses and loss expenses 20,023 (9,020)
Other operating expenses (3,891) (3,138)
(4) Total realized and unrealized income for the quarter ended June 30, 2000 was
$9,263 and compares to total realized and unrealized income of $11,696 for the
quarter ended June 30, 1999. For the six months ended June 30, 2000, total
realized and unrealized income was $16,240 and compares to total realized and
unrealized income of $9,724 for the six months ended June 30, 1999.
(5) If the Company had adopted Financial Accounting Standards Board Statement
No. 123, Accounting for Stock-Based Compensation, net income for the quarter and
six months ended June 30, 2000 would have been approximately $255 and $509
lower, respectively ($.02 per share and $.04 per share, respectively).
(6) Through June 30, 2000, the Company purchased 860,169 shares of treasury
stock for approximately $14,603 million under its continuing stock repurchase
program. The components of shareholders equity affected by these purchases were
retained earnings, additional paid-in capital and common stock in the amounts of
$11,633, $2,924 and $46, respectively.
(7) The following table provides certain profit and loss information for each
reportable segment:
<TABLE>
<CAPTION>
Private Voluntary
Fleet Passenger Reinsurance
Trucking Automobile Assumed All Other Totals
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C>
<C> <C>
QUARTER ENDED JUNE 30:
2000:
Direct and assumed premium written $ 11,178 $ 10,917 $ 771 $ 3,492 $ 26,358
Net premium earned and fee income 6,000 10,537 854 2,190 19,581
Underwriting gain (loss) (a) 3,683 (3,382) 83 219 603
1999:
Direct and assumed premium written 11,192 8,074 1,491 3,022 23,779
Net premium earned and fee income 7,133 8,110 1,317 1,639 18,199
Underwriting gain (loss) (a) 1,912 (127) 933 (159) 2,559
SIX MONTHS ENDED JUNE 30:
2000:
Direct and assumed premium written $ 22,318 $ 25,515 $ 3,149 $ 6,312 $ 57,294
Net premium earned and fee income 12,197 20,059 3,397 4,181 39,834
Underwriting gain (loss) (a) 5,200 (3,575) 476 638 2,739
1999:
Direct and assumed premium written 21,337 17,064 2,094 5,387 45,882
Net premium earned and fee income 13,291 15,797 2,243 3,235 34,566
Underwriting gain (loss) (a) 4,123 (531) 838 (377) 4,053
</TABLE>
(a) Underwriting gain or loss includes the direct marketing agency operations
conducted by Baldwin & Lyons, Inc. after intercompany eliminations.
(8) The following tables are reconciliations of reportable segment revenues and
profits to the Company's consolidated revenue and income from continuing
operations before federal income taxes, respectively.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
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2000 1999 2000 1999
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<S> <C> <C> <C>
<C>
REVENUE:
Net premium earned and fee income $ 19,581 $ 18,199 $ 39,834 $ 34,566
Net investment income 4,727 4,628 9,664 9,296
Realized net gains on investments 3,828 853 8,294 3,498
Other income 288 219 535 400
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Total consolidated revenue $ 28,424 $ 23,899 $ 58,327 $ 47,760
PROFIT:
Underwriting gain $ 603 $ 2,559 $ 2,739 $ 4,053
Net investment income 4,727 4,628 9,664 9,296
Realized net gains on investments 3,828 853 8,294 3,498
Corporate expenses (2,049) (1,895) (4,284) (3,796)
---------- ---------- ---------- ----------
Income from continuing operations
before federal income taxes $ 7,109 $ 6,145 $ 16,413 $ 13,051
========== ========== ========== ==========
</TABLE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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LIQUIDITY AND CAPITAL RESOURCES
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The Company generally experiences positive cash flow from operations resulting
from the fact that premiums are collected on insurance policies in advance of
the disbursement of funds in payment of claims. Operating costs of the
property/casualty insurance subsidiaries, other than loss and loss expense
payments and commissions paid to related agency companies, generally average
between 25% and 35% of premiums earned and the remaining amount is available for
investment for varying periods of time pending the settlement of claims relating
to the insurance coverage provided. However, due to changes in the Company's
reinsurance programs since June, 1998, cash flow is significantly impacted with
respect to its trucking insurance business whereby more risk is ceded to others.
Diminished cash flows have occurred since substantial portions of premiums on
current policies are ceded to reinsurers while losses incurred in periods prior
to June, 1998, (when the Company retained much more risk) are settled with cash
payments. For the six months ended June 30, 2000, the Company experienced
negative cash flow from operations totaling $.5 million and compares to negative
cash flow of $1.4 million for the same 1999 period. The slight improvement in
cash flows from the prior year period was due to increased premium volume from
the Company's products other than fleet trucking.
For several years, the Company's investment philosophy has emphasized the
purchase of relatively short-term instruments with maximum quality and
liquidity. The average life of the Company's fixed income (bond and short-term
investment) portfolio was less than 3 years at June 30, 2000.
The Company's assets at June 30, 2000 included $32.2 million in investments
classified as short-term or cash equivalents which were readily convertible to
cash without significant market penalty. In addition, fixed maturity
investments totaling $39.1 million will mature within the twelve month period
following June 30, 2000. The Company believes that these liquid investments
are more than sufficient to provide for projected claim payments and operating
cost demands.
Consolidated shareholders' equity is composed essentially of GAAP shareholder's
equity of the insurance subsidiaries. As such, there are statutory restrictions
on the transfer of portions of this equity to the parent holding company. At
June 30, 2000, $40.5 million may be transferred by dividend or loan to the
parent company without approval by, or notification to, regulatory authorities.
An additional $189.0 million of shareholder's equity of the insurance
subsidiaries may be advanced or loaned to the Company with prior notification
to, and approval from, regulatory authorities. The Company believes that these
restrictions pose no material liquidity concerns to the Company. The financial
strength and stability of the subsidiaries would permit ready access by the
parent company to short-term and long-term sources of credit, if necessary. In
addition, the parent company had cash and marketable securities valued at $11.0
million at June 30, 2000.
RESULTS OF OPERATIONS
---------------------
COMPARISONS OF SECOND QUARTER, 2000 TO SECOND QUARTER, 1999
-----------------------------------------------------------
Net premiums earned during the second quarter of 2000 increased $.9 million
(4.9%) as compared to the same period of 1999. The increased premium volume is
primarily attributable to increases in the Company's private passenger
automobile and small fleet trucking programs of $2.0 million and $.4 million,
respectively, and results largely from geographic expansion. These increases
were partially offset by decreases in the Company's fleet trucking products and
voluntary reinsurance assumed from catastrophe pools.
Net investment income during the second quarter of 2000 was 2.1% higher than the
second quarter of 1999 resulting from higher yields on short-term and equity
investments. Bond yields were relatively unchanged from 1999 levels. Overall
pre-tax and after tax yields were higher than the yields posted in the second
quarter of 1999 consistent with the change in investment income.
The second quarter 2000 net realized gain of $3.8 million consisted of net gains
on equity securities and limited partnership investments of $2.4 million and
$1.4 million, respectively.
Losses and loss expenses incurred during the second quarter of 2000 increased
$2.7 million from that experienced during the second quarter of 1999. This
increase is due primarily to adverse loss development on prior years losses and
an increase in the frequency and severity of current quarter losses in the
Company's private passenger automobile product line. Small fleet trucking
losses and loss expenses were also higher in line with the increase in premium
from the prior year quarter. Loss and loss expense ratios for the comparative
second quarters were as follows:
2000 1999
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Large and medium fleet trucking 41.0% 71.5%
Voluntary reinsurance assumed 72.5 14.3
Private passenger automobile 105.0 69.2
Small fleet trucking 67.6 68.8
All lines 77.6 65.9
The decrease in the fleet trucking loss ratio is due to favorable loss
development on prior year accidents. The current quarter's ratio was also
impacted by the new reinsurance treaties effective June 1, 1999 whereby the
Company has significantly limited its exposure to loss while ceding off the
majority of its direct liability premium writings. The increase in the loss
ratio for reinsurance assumed is attributable to approximately $.5 million in
losses reported under an expired treaty. The increase in the private passenger
automobile loss ratio is due to the changes previously mentioned.
Other operating expenses for the second quarter of 2000 increased $.8 million
from the second quarter of 1999 largely as the result of the increase in net
premiums earned. The consolidated expense ratio of the Company's insurance
subsidiaries was 30.7% for the second quarter of 2000 compared to 27.0% for the
second quarter of 1999. The increase in the consolidated expense ratio reflects
increases in expenses in the Company's private passenger automobile and small
fleet programs as efforts to expand these products geographically continue. The
ratio of consolidated other operating expenses to total revenue (adjusted for
realized gains) was 28.0% during the second quarter of 2000 compared to 26.4%
for the 1999 second quarter.
The effective federal tax rate for consolidated operations for the second
quarter of 2000 was 34.8% and is less than the statutory rate primarily because
of tax exempt investment income.
Primarily as a result of higher realized capital gains offsetting the
unfavorable underwriting experience, net income decreased $.3 million (7.5%)
during the second quarter of 2000 as compared with the 1999 second quarter.
COMPARISONS OF SIX MONTHS ENDED JUNE 30, 2000 TO
------------------------------------------------
SIX MONTHS ENDED JUNE 30, 1999
------------------------------
Net premiums earned increased $4.6 million (13.5%) during the first six months
of 2000 as compared to the same period of 1999. The increased premium volume is
primarily attributable to increases in the Company's private passenger
automobile and small fleet trucking programs of $3.7 million and $.9 million,
respectively, and results largely from geographic expansion. Net premiums from
voluntary reinsurance assumed were $1.2 million higher due primarily to non-
recurring reinstatement premiums received in the current year first quarter
related to the European windstorms that occurred late in 1999. These increases
were partially offset by decreases in the Company's fleet trucking products
totalling $1.2 million.
Net investment income during the first half of 2000 was $.4 million higher than
the 1999 period for the same reasons as indicated in the quarterly comparison
above. Overall pre-tax and after tax yields were slightly higher than 1999
yields.
The net realized gain on investments of $8.3 million for the first six months of
2000 consists of $10.1 million of net gains on equity securities partially
offset by losses in other investment categories.
Losses and loss expenses incurred during the first six months of 2000 increased
$5.0 million from the first six months of 1999 for the same reasons indicated in
the quarterly comparison above. Loss and loss expense ratios for the
comparative six month periods were as follows:
2000 1999
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Fleet trucking 54.5% 65.0%
Voluntary reinsurance assumed 74.1 52.0
Private passenger automobile 88.7 70.2
Small fleet trucking 62.6 68.2
All lines 72.4 67.2
Other operating expenses increased $2.2 million (17.9%) during the first six
months of 2000 compared to the same period of 1999. The consolidated expense
ratio of the Company's insurance subsidiaries was 29.8% for 2000 compared to
28.2% for 1999 and increased for the same reasons provided above for the
quarterly comparison. The ratio of other operating expenses to total revenue
(adjusted for realized gains) was 28.5% for 2000 compared to 27.3% for 1999.
The effective federal tax rate for consolidated operations for the first six
months of 2000 was 33.5% and is less than the statutory rate primarily because
of tax exempt investment income.
Primarily as a result of higher realized capital gains, net income for the first
six months of 2000 was $10.9 million, up 17.7% from the comparable 1999 period.
FORWARD-LOOKING INFORMATION
---------------------------
Any forward-looking statements in this report, including without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that such forward-looking statements involve risks and
uncertainties including without limitation the following: (i) the Company's
plans, strategies, objectives, expectations and intentions are subject to change
at any time at the discretion of the Company; (ii) the Company's business is
highly competitive and the entrance of new competitors into or the expansion of
the operations by existing competitors in the Company's markets and other
changes in the market for insurance products could adversely affect the
Company's plans and results of operations; (iii) other risks and uncertainties
indicated from time to time in the Company's filings with the Securities and
Exchange Commission; and (iv) other risks and factors which may be beyond the
control or foresight of the Company.
PART II - OTHER INFORMATION
ITEM 5 OTHER INFORMATION
-------------------------
LOANS FOR THE PURCHASE OF COMPANY STOCK
Subsequent to the end of the June quarter, the Board of Directors of the Company
has approved a plan to offer loans to certain key employees, allowing those
employees to buy to an aggregate of 250,000 shares of the Company's stock from
time to time in the open market. Any loans issued will carry an interest rate
of 6%, payable annually, for a term of ten years from the date of issue. The
maximum aggregate amount of loans issued under this plan will approximate $4.5
million.
ITEM 6 (a) EXHIBITS
--------------------
Number and caption from Exhibit
Table of Regulation S-K Item 601 Exhibit No.
------------------------------------ --------------------------------
(11) Statement regarding computation EXHIBIT 11 --
of per share earnings Computation of Per Share Earnings
ITEM 6 (b) REPORTS ON FORM 8-K
------------------------------
No reports on Form 8-K have been filed by the registrant during the three months
ended June 30, 2000.
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.
BALDWIN & LYONS, INC.
Date_August 11, 2000___________ By_ /s/ Gary W. Miller_____
------------------------- --------------------------------
Gary W. Miller, Chairman and CEO
Date_August 11, 2000___________ By__/s/ G. Patrick Corydon
------------------------- --------------------------------
G. Patrick Corydon,
Vice President - Finance
(Principal Financial and
Accounting Officer)
BALDWIN & LYONS, INC.
Form 10-Q for the fiscal quarter
ended June 30, 2000
INDEX TO EXHIBITS
Begins on sequential
page number of Form
Exhibit Number 10-Q
-------------- ------------------------------
EXHIBIT 11 Filed herewith electronically
Computation of per share earnings
EXHIBIT 27 File herewith electronically
Financial Data Schedule
<TABLE>
<CAPTION>
BALDWIN & LYONS, INC.
FORM 10-Q, EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE
Three Months Ended Six Months Ended
June 30 June 30
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C>
<C>
BASIC:
Average number of shares
outstanding 12,433,434 13,473,583 12,742,413 13,551,253
=========== =========== =========== ===========
Net Income $ 4,636,643 $ 4,315,096 $10,912,202 $ 9,274,085
=========== =========== =========== ===========
Per share amount $ .37 $ .32 $ .86 $ .68
=========== =========== =========== ===========
DILUTED:
Average number of shares
outstanding 12,433,434 13,473,583 12,742,413 13,551,253
Dilutive stock options--based on
treasury stock method using
average market price 92,785 128,594 95,850 130,173
----------- ----------- ----------- -----------
Totals 12,526,219 13,602,177 12,838,263 13,681,426
=========== =========== =========== ===========
Net Income $ 4,636,643 $ 4,315,096 $ 10,912,202 $ 9,274,085
=========== =========== ============ ===========
Per share amount $ .37 $ .32 $ .85 $ .68
=========== =========== ============ ===========
</TABLE>
