-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PoZkZ7wsUKFA6OfTsQy8rC3ShNFz6l2J6sfhSvbrIE6iO5Oy+6KhuEh+/ncwfwn4 4kEtrMRsX0uKi/mekQGXtg== /in/edgar/work/20000809/0000832480-00-000013/0000832480-00-000013.txt : 20000921 0000832480-00-000013.hdr.sgml : 20000921 ACCESSION NUMBER: 0000832480-00-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED TRUST INC /IL/ CENTRAL INDEX KEY: 0000832480 STANDARD INDUSTRIAL CLASSIFICATION: [6311 ] IRS NUMBER: 371172848 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-16867 FILM NUMBER: 689684 BUSINESS ADDRESS: STREET 1: 9506 NORTH NEWPORT HIGHWAY CITY: SPOKANE STATE: WA ZIP: 99218-1200 BUSINESS PHONE: 2173236300 MAIL ADDRESS: STREET 1: 9506 NORTH NEW PORT HIGHWAY CITY: SPOKANE STATE: WA ZIP: 99218-1200 10-Q 1 0001.txt UTG 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 ------------- 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 No. 0-16867 UNITED TRUST GROUP, INC. (Exact name of registrant as specified in its charter) ILLINOIS 37-1172848 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5250 SOUTH SIXTH STREET P.O. BOX 5147 SPRINGFIELD, IL 62705 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (217) 241-6300 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 [ ] The number of shares outstanding of the registrant's common stock as of July 31, 2000, was 4,175,066. UNITED TRUST GROUP, INC. AND SUBSIDIARIES (The "Company") TABLE OF CONTENTS Part 1. Financial Information..............................................3 ITEM 1. FINANCIAL STATEMENTS.............................................3 Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999....................................3 Consolidated Statements of Operations for the six and three months ended June 30, 2000 and 1999......................4 Consolidated Statement of Changes in Shareholders' Equity for the Six Months ended June 30, 2000.........................................5 Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999................................6 Notes to Consolidated Financial Statements..............................7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................15 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......19 PART II. OTHER INFORMATION................................................20 ITEM 1. LEGAL PROCEEDINGS...............................................20 ITEM 2. CHANGE IN SECURITIES............................................20 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................20 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............20 ITEM 5. OTHER INFORMATION...............................................20 ITEM 6. EXHIBITS........................................................20 SIGNATURES..................................................................21 2 PART 1. FINANCIAL INFORMATION Item 1. Financial Statements UNITED TRUST GROUP, INC. AND SUBSIDIARIES Consolidated Balance Sheets
- ----------------------------------------------------------------------------------------------------------- June 30, December 31, ASSETS 2000 1999 ---------------- --------------- Investments: Fixed maturities at amortized cost (market $126,211,407 and $142,675,019) $ 128,658,923 $ 144,751,111 Investments held for sale: Fixed maturities, at market (cost $50,327,514 and $31,415,026) 49,025,083 30,191,357 Equity securities, at market (cost $3,454,076 and $2,886,315) 3,089,777 2,165,556 Mortgage loans on real estate at amortized cost 20,023,012 15,483,772 Investment real estate, at cost, net of accumulated depreciation 15,128,210 15,552,165 Real estate acquired in satisfaction of debt 0 1,550,000 Policy loans 14,205,575 14,151,113 Other long-term investments 200,000 906,278 Short-term investments 2,150,683 2,230,267 ---------------- --------------- 232,481,263 226,981,619 Cash and cash equivalents 14,230,155 21,027,804 Accrued investment income 3,566,383 3,459,761 Reinsurance receivables: Future policy benefits 35,533,140 36,117,010 Policy claims and other benefits 3,760,834 3,806,382 Cost of insurance acquired 36,066,920 36,832,068 Deferred policy acquisition costs 4,554,516 5,127,536 Costs in excess of net assets purchased, net of accumulated amortization 1,302,902 1,442,339 Property and equipment, net of accumulated depreciation 2,900,092 3,034,702 Income taxes receivable, current 371,524 434,427 Other assets 804,612 896,880 ---------------- --------------- Total assets $ 335,572,341 $ 339,160,528 ================ =============== LIABILITIES AND SHAREHOLDERS' EQUITY Policy liabilities and accruals: Future policy benefits $ 243,109,962 $ 244,934,013 Policy claims and benefits payable 2,671,229 2,773,309 Other policyholder funds 1,527,516 1,627,341 Dividend and endowment accumulations 13,958,367 14,431,574 Income taxes payable: Deferred 12,022,856 11,913,154 Notes payable 4,377,169 5,917,969 Other liabilities 4,628,198 5,169,128 ---------------- --------------- Total liabilities 282,295,297 286,766,488 ---------------- --------------- Minority interests in consolidated subsidiaries 9,040,216 9,017,368 ---------------- --------------- Shareholders' equity: Common stock - no par value, stated value $.02 per share Authorized 7,000,000 shares - 3,970,266 shares issued after deducting treasury shares of 47,507 79,405 79,405 Additional paid-in capital 45,175,076 45,175,076 Accumulated deficit (99,396) (738,909) Accumulated other comprehensive income (918,257) (1,138,900) ---------------- --------------- Total shareholders' equity 44,236,828 43,376,672 ---------------- --------------- Total liabilities and shareholders' equity $ 335,572,341 $ 339,160,528 ================ ===============
See accompanying notes. 3 UNITED TRUST GROUP, INC. AND SUBSIDIARIES Consolidated Statements of Operations - --------------------------------------------------------------------------------
Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2000 1999 2000 1999 ---------------- ----------------- ----------------- ----------------- Revenues: Premiums and policy fees $ 5,972,401 $ 6,655,438 $ 12,199,630 $ 13,702,568 Reinsurance premiums and policy fees (770,816) (950,168) (1,660,897) (1,989,787) Net investment income 4,009,489 3,603,212 8,261,983 7,243,599 Realized investment gains and (losses), net 15,358 (355,998) 240,039 (339,655) Other income 121,941 183,998 241,550 354,868 ---------------- ----------------- ----------------- ----------------- 9,348,373 9,136,482 19,282,305 18,971,593 Benefits and other expenses: Benefits, claims and settlement expenses: Life 5,620,313 5,647,567 12,079,261 11,805,334 Reinsurance benefits and claims (678,378) (737,789) (1,584,480) (1,483,034) Annuity 310,977 355,583 607,926 701,161 Dividends to policyholders 250,029 303,685 519,749 660,664 Commissions and amortization of deferred policy acquisition costs 422,250 636,137 1,136,682 1,506,497 Amortization of cost of insurance acquired 381,821 495,270 765,148 991,198 Operating expenses 1,732,641 1,882,088 4,560,559 3,962,993 Interest expense 142,663 161,455 275,626 359,332 ---------------- ----------------- ----------------- ----------------- 8,182,316 8,743,996 18,360,471 18,504,145 Income before income taxes, minority interest and equity in earnings of investees 1,166,057 392,486 921,834 467,448 Income tax (expense) credit (331,526) (293,258) (175,923) (233,255) Minority interest in income of consolidated subsidiaries (147,624) (10,777) (106,398) (31,806) Equity in earnings of investees 0 35,030 0 53,555 ---------------- ----------------- ----------------- ----------------- Net income $ 686,907 $ 123,481 $ 639,513 $ 255,942 ================ ================= ================= ================= Basic earnings per share from continuing operations and net income $ 0.17 $ 0.05 $ 0.16 $ 0.10 ================ ================= ================= ================= Diluted earnings per share from continuing operations and net income $ 0.17 $ 0.05 $ 0.16 $ 0.10 ================ ================= ================= ================= Basic weighted average shares outstanding 3,970,266 2,490,438 3,970,266 2,490,438 ================ ================= ================= ================= Diluted weighted average shares outstanding 3,970,266 2,490,669 3,970,266 2,490,669 ================ ================= ================= =================
See accompanying notes. 4 UNITED TRUST GROUP, INC. AND SUBSIDIARIES Consolidated Statement of Changes in Shareholders' Equity For the Six Months ended June 30, 2000 - --------------------------------------------------------------------------------
Common stock Balance, beginning of year $ 79,405 Issued during year 0 Purchase treasury shares 0 ------------------ Balance, end of period 79,405 ------------------ Additional paid-in capital Balance, beginning of year 45,175,076 Issued during year 0 Purchase treasury shares 0 ------------------ Balance, end of period 45,175,076 ------------------ Retained earnings (accumulated deficit) Balance, beginning of year (738,909) Net income (loss) 639,513 $ 639,513 ------------------ ------------------ Balance, end of period (99,396) ------------------ Accumulated other comprehensive income Balance, beginning of year (1,138,900) Other comprehensive income Unrealized appreciation of securities 220,643 220,643 ------------------ ------------------ Comprehensive income $ 860,156 ================== Balance, end of period (918,257) ------------------ Total shareholders' equity, end of period $ 44,236,828 ==================
See accompanying notes. 5 UNITED TRUST GROUP, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows - -------------------------------------------------------------------------------
Six Months Ended June 30, June 30, 2000 1999 ------------- -------------- Increase (decrease) in cash and cash equivalents Cash flows from operating activities: Net income $ 639,513 $ 255,942 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Amortization/accretion of fixed maturities 98,534 283,021 Realized investment (gains) losses, net (240,039) 339,655 Policy acquisition costs deferred (214,000) (385,000) Amortization of deferred policy acquisition costs 787,020 958,326 Amortization of cost of insurance acquired 765,148 991,198 Amortization of costs in excess of net assets purchased 45,000 45,000 Depreciation 259,043 261,941 Minority interest 106,398 31,806 Equity in earnings of investees 0 (53,555) Change in accrued investment income (106,622) (245,696) Change in reinsurance receivables 629,418 204,056 Change in policy liabilities and accruals (1,499,979) (1,696,571) Charges for mortality and administration of universal life and annuity products (5,183,335) (5,399,734) Interest credited to account balances 3,129,102 3,284,367 Change in income taxes payable 172,605 87,188 Change in indebtedness (to) from affiliates, net 0 (1,288) Change in other assets and liabilities, net (448,212) (499,108) ------------- -------------- Net cash used in operating activities (1,060,406) (1,538,452) Cash flows from investing activities: Proceeds from investments sold and matured: Fixed maturities held for sale 0 630,000 Fixed maturities sold 0 0 Fixed maturities matured 15,990,081 19,420,359 Mortgage loans 2,813,047 3,026,853 Real estate 2,478,790 2,092,874 Policy loans 1,445,277 1,636,161 Other long-term investments 840,066 0 Short-term 235,000 383,780 ------------- -------------- Total proceeds from investments sold and matured 23,802,261 27,190,027 Cost of investments acquired: Fixed maturities held for sale (18,858,793) (27,497,142) Fixed maturities 0 (1,643,873) Equity securities (567,761) (161,256) Mortgage loans (7,352,287) (2,733,106) Real estate (388,717) (356,563) Policy loans (1,499,739) (1,610,128) Other long-term investments (133,788) 0 Short-term (155,416) (1,502,210) ------------- -------------- Total cost of investments acquired (28,956,501) (35,504,278) Purchase of property and equipment (51,086) (113,764) ------------- -------------- Net cash used in investing activities (5,205,326) (8,428,015) Cash flows from financing activities: Policyholder contract deposits 6,627,480 7,412,179 Policyholder contract withdrawals (5,572,431) (5,842,154) Purchase of stock of affiliates (46,166) 0 Payments of principal on notes payable (1,540,800) (2,715,395) ------------- -------------- Net cash used in financing activities (531,917) (1,145,370) ------------- -------------- Net decrease in cash and cash equivalents (6,797,649) (11,111,837) Cash and cash equivalents at beginning of period 21,027,804 26,378,463 ------------- -------------- Cash and cash equivalents at end of period $ 14,230,155 $ 15,266,626 ============= ==============
See accompanying notes. 6 UNITED TRUST GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 1. Basis of Presentation The accompanying consolidated financial statements have been prepared by United Trust Group, Inc. ("UTG") and its consolidated subsidiaries ("Company") pursuant to the rules and regulations of the Securities and Exchange Commission. Although the Company believes the disclosures are adequate to make the information presented not be misleading, it is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto presented in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1999. The information furnished reflects, in the opinion of the Company, all adjustments (which include only normal and recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. Operating results for interim periods are not necessarily indicative of operating results to be expected for the year or of the Company's future financial condition. At June 30, 2000, the parent, significant subsidiaries and affiliates of United Trust Group, Inc. were as depicted on the following organizational chart. Organizational Chart United Trust Group, Inc. ("UTG") is the ultimate controlling company. UTG owns 81% of First Commonwealth Corporation ("FCC"), 100% of Roosevelt Equity Corporation ("REC") and 100% of North Plaza of Somerset, Inc. ("NORTH PLAZA"). FCC owns 100% of Universal Guaranty Life Insurance Company ("UG"). UG owns 87% of Appalachian Life Insurance Company ("APPL") and APPL owns 100% of Abraham Lincoln Insurance Company ("ABE"). 7 2. INVESTMENTS As of June 30, 2000, fixed maturities and fixed maturities held for sale represented 76% of total invested assets. As prescribed by the various state insurance department statutes and regulations, the insurance companies' investment portfolio is required to be invested in investment grade securities to provide ample protection for policyholders. The Company does not invest in so-called "junk bonds" or derivative investments. The liabilities of the insurance companies are predominantly long term in nature and therefore, the companies invest primarily in long term fixed maturity investments. The Company has analyzed its fixed maturity portfolio and reclassified certain securities which may be sold prior to maturity as investments held for sale. The investments held for sale are carried at market value. Management has the intent and ability to hold its fixed maturity portfolio to maturity and as such carries these securities at amortized cost. As of June 30, 2000, the carrying value of fixed maturity securities in default as to principal or interest was immaterial in the context of consolidated assets or shareholders' equity. 3. Notes Payable At June 30, 2000 and December 31, 1999, the Company had $4,377,169 and $5,917,969 long-term debt outstanding, respectively. The debt is comprised of the following components: 06/30/00 12/31/99 ------------- ------------- Senior debt $ 0 $ 25,000 Subordinated 10 yr. Notes 0 840,000 Subordinated 20 yr. Notes 1,817,169 1,817,169 Convertible notes 2,560,000 2,560,000 Convertible debentures 0 675,800 ------------- ------------- $ 4,377,169 $ 5,917,969 ============= ============= A. Subordinated debt The subordinated debt was incurred June 16, 1992 as a part of the acquisition of the now dissolved Commonwealth Industries Corporation, (CIC). The 20-year notes bear interest at the rate of 8 1/2% per annum payable semi-annually with a lump sum principal payment due June 16, 2012. B. Convertible notes On July 31, 1997, UTG issued convertible notes for cash in the amount of $2,560,000 to seven individuals, all officers or employees of UTG. The notes bear interest at a rate of 1% over prime, with interest payments due quarterly and principal due upon maturity as of July 31, 2004. The conversion price of the notes are graded from $12.50 per share for the first three years, increasing to $15.00 per share for the next two years and increasing to $20.00 per share for the last two years. On March 1, 1999, First Southern Bancorp, Inc., an affiliate of First Southern Funding, LLC, acquired all the outstanding convertible notes from the original holders. Pursuant to an agreement, First Southern Bancorp, Inc. converted the notes to common stock on July 31, 2000. 8 Scheduled principal reductions on the Company's debt for the next five years is as follows: Year Amount 2000 $ 0 2001 0 2002 0 2003 0 2004 2,560,000 4. CAPITAL STOCK TRANSACTIONS A. Stock option plan UII had a stock option plan, which was assumed by UTG through a merger with UII, under which certain directors, officers and employees may be issued options to purchase up to 31,500 shares of common stock at $13.07 per share. Options become exercisable at 25% annually beginning one year after date of grant and expire generally in five years. At the September 21, 1999 board meeting, the Directors of UTG voted to discontinue this stock option plan, leaving options for 20,576 shares ungranted and therefore ultimately forfeited. At December 31, 1999, options for 451 shares were exercisable. At March 31, 2000 options for 430 shares previously granted expired, leaving 21 shares exercisable. A summary of the status of UTG's stock option plan for the periods ended June 30, 2000 and December 31, 1999 and changes during the periods ending on those dates is presented below.
06/30/00 12/31/99 ------------------------------ ------------------------------- EXERCISE EXERCISE SHARES PRICE SHARES PRICE ------------- --------------- ------------- ---------------- Outstanding at beginning of period 451 $13.07 451 $13.07 Granted 0 0.00 0 0.00 Exercised 0 0.00 0 0.00 Forfeited 430 $13.07 0 0.00 ------------- --------------- ------------- ---------------- Outstanding at end of period 21 $13.07 451 $13.07 ============= =============== ============= ================
The following information applies to options outstanding at June 30, 2000: Number Outstanding 21 Exercise Price $13.07 Remaining contractual life 1/4 year On January 15, 1991 UII adopted an additional nonqualified stock option plan, assumed by UTG through the UII merger, under which certain employees and sales personnel may be granted options. The plan provides for the granting of up to 42,000 options at an exercise price of $.47 per share. The options generally expire five years from the date of grant. At the September 21, 1999 board meeting, the Directors of UTG voted to discontinue this stock option plan, leaving options for 30,149 shares ungranted and therefore ultimately forfeited. A total of 11,620 option shares have been exercised through March 31, 2000, all prior to July 1999 merger of UII into UTG. At March 31, 2000, options for the remaining 231 shares granted expired, ending this stock option plan. A summary of the status of UTG's stock option plan for the periods ended June 30, 2000 and December 31, 1999 and changes during the periods ending on those dates is presented below. 9
06/30/00 12/31/99 ------------------------------ ------------------------------- EXERCISE EXERCISE SHARES PRICE SHARES PRICE ------------- --------------- ------------- ---------------- Outstanding at beginning of period 231 $0.47 231 $0.47 Granted 0 0.00 0 0.00 Exercised 0 0.00 0 0.00 Forfeited 231 0.47 0 0.00 ------------- --------------- ------------- ---------------- Outstanding at end of period 0 $0.00 231 $0.47 ============= =============== ============= ================
B. DEFERRED COMPENSATION PLAN UTG and FCC established a deferred compensation plan during 1993 pursuant to which an officer or agent of FCC or affiliates of UTG, could defer a portion of their income over the next two and one-half years in return for a deferred compensation payment payable at the end of seven years in the amount equal to the total income deferred plus interest at a rate of approximately 8.5% per annum and a stock option to purchase shares of common stock of UTG. At the beginning of the deferral period an officer or agent received an immediately exercisable option to purchase 2,300 shares of UTG common stock at $17.50 per share for each $25,000 ($10,000 per year for two and one-half years) of total income deferred. The option expires on December 31, 2000. A total of 105,000 options were granted in 1993 under this plan. As Of June 30, 2000, no options were exercised. During 2000, the Company paid deferred compensation owed totaling $1,166,400. At June 30, 2000 and December 31, 1999, the Company held a liability of $116,999 and $1,283,399, respectively, relating to this plan. At June 30, 2000, UTG common stock had a market price of $6.375 per share.
06/30/00 12/31/99 ------------------------------ ------------------------------- EXERCISE EXERCISE SHARES PRICE SHARES PRICE ------------- --------------- ------------- ---------------- Outstanding at beginning of period 105,000 $17.50 105,000 $17.50 Granted 0 0.00 0 0.00 Exercised 0 0.00 0 0.00 Forfeited 0 0.00 0 0.00 ------------- --------------- ------------- ---------------- Outstanding at end of period 105,000 $17.50 105,000 $17.50 ============= =============== ============= ================
The following information applies to deferred compensation plan stock options outstanding at June 30, 2000: Number outstanding 105,000 Exercise price $17.50 Remaining contractual life 1/2 year C. CONVERTIBLE NOTES On July 31, 1997, UTG issued convertible notes for cash in the amount of $2,560,000 to seven individuals, all officers or employees of UTG. The notes bear interest at a rate of 1% over prime, with interest payments due quarterly and principal due upon maturity of July 31, 2004. The conversion price of the notes are graded from $12.50 per share for the first three years, increasing to $15.00 per share for the next two years and increasing to $20.00 per share for the last two years. As of June 30, 2000, the notes were convertible into 204,800 shares of UTG common stock with no conversion privileges having been exercised. At June 30, 2000, UTG common stock had a market price of $6.375 per share. On March 1, 1999, First Southern Bancorp, Inc., an affiliate of First 10 Southern Funding, LLC, acquired all the outstanding UTG convertible notes from the original holders. Pursuant to an agreement, First Southern Bancorp, Inc. converted the notes to common stock on July 31, 2000. D. SHARES ACQUIRED BY FSF AND AFFILIATES WITH OPTIONS GRANTED On November 20, 1998, First Southern Funding LLC, a Kentucky corporation, ("FSF") and affiliates acquired 929,904 shares of common stock of UTG from UTG and certain UTG shareholders. As consideration for the shares, FSF paid UTG $10,999,995 and certain shareholders of UTG $999,990 in cash. At the time of the stock acquisition above, UTG also granted, for nominal consideration, an irrevocable, exclusive option to FSF to purchase up to 1,450,000 shares of UTG common stock for a purchase price in cash equal to $15.00 per share, with such option to expire on July 1, 2001. UTG had a market price per share of $9.50 at the date of grant of the option. The option shares under this option are to be reduced by two shares for each share of UTG common stock that FSF or its affiliates purchases from UTG shareholders in private or public transactions after the execution of the option agreement. The option is additionally limited to a maximum when combined with shares owned by FSF of 51% of the issued and outstanding shares of UTG after giving effect to any shares subject to the option. As of June 30, 2000, no options were exercised. At June 30, 2000, UTG common stock had a market value of $6.375 per share.
06/30/00 12/31/99 ------------------------------ ------------------------------- EXERCISE EXERCISE SHARES PRICE SHARES PRICE ------------- --------------- ------------- ---------------- Outstanding at beginning of period 166,104 $15.00 1,450,000 $15.00 Granted 0 0.00 0 0.00 Exercised 0 0.00 0 0.00 Forfeited 105,651 15.00 1,283,896 15.00 ------------- --------------- ------------- ---------------- Outstanding at end of period 60,453 $15.00 166,104 $15.00 ============= =============== ============= ================
The following information applies to options outstanding at June 30, 2000: Number outstanding 60,453 Exercise price $ 15.00 Remaining contractual life 1 year 11 5. EARNINGS PER SHARE The following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations as presented on the income statement.
For the Six Months ended June 30, 2000 --------------- ------ ------------------ ---- ----------------- Income Shares Per-Share (Numerator) (Denominator) Amount --------------- ------------------ ----------------- Basic EPS Income available to common shareholders $ 639,513 3,970,266 $ 0.16 ================= Effect of Dilutive Securities 0 0 --------------- ------------------ Diluted EPS Income available to common shareholders and $ assumed conversions 639,513 3,970,266 $ 0.16 =============== ================== ================= For the Three Months ended June 30, 2000 --------------- ------ ------------------ ---- ----------------- Income Shares Per-Share (Numerator) (Denominator) Amount --------------- ------------------ ----------------- Basic EPS Income available to common shareholders $ 686,907 3,970,266 $ 0.17 ================= Effect of Dilutive Securities 0 0 --------------- ------------------ Diluted EPS Income available to common shareholders and $ assumed conversions 686,907 3,970,266 $ 0.17 =============== ================== ================= For the Six Months ended June 30, 1999 --------------- ------ ------------------ ---- ----------------- Income Shares Per-Share (Numerator) (Denominator) Amount --------------- ------------------ ----------------- Basic EPS Income available to common shareholders $ 255,942 2,490,438 $ 0.10 ================= Effect of Dilutive Securities 0 231 --------------- ------------------ Diluted EPS Income available to common shareholders and $ assumed conversions 255,942 2,490,669 $ 0.10 =============== ================== =================
12
For the Three Months ended June 30, 1999 --------------- ------ ------------------ ---- ----------------- Income Shares Per-Share (Numerator) (Denominator) Amount --------------- ------------------ ----------------- Basic EPS Income available to common shareholders $ 123,481 2,490,438 $ 0.05 ================= Effect of Dilutive Securities 0 231 --------------- ------------------ Diluted EPS Income available to common shareholders and $ assumed conversions 123,481 2,490,669 $ 0.05 =============== ================== =================
UTG had stock options outstanding at June 30, 2000 and December 31, 1999 in the amount of 21 and 451 at an option price of $13.07, 60,453 and 166,104 at an option price of $15.00, 105,000 and 105,000 at an option price of $17.50, and 204,800 and 204,800 at an option price of $12.50, which are not included in the computation of dilutive earnings per share, since the exercise price was greater than the average market price of the common shares. 6. Commitments and Contingencies The insurance industry has experienced a number of civil jury verdicts which have been returned against life and health insurers in the jurisdictions in which the Company does business involving the insurers' sales practices, alleged agent misconduct, failure to properly supervise agents, and other matters. Some of the lawsuits have resulted in the award of substantial judgments against the insurer, including material amounts of punitive damages. In some states, juries have substantial discretion in awarding punitive damages in these circumstances. Under the insurance guaranty fund laws in most states, insurance companies doing business in a participating state can be assessed up to prescribed limits for policyholder losses incurred by insolvent or failed insurance companies. Although the Company cannot predict the amount of any future assessments, most insurance guaranty fund laws currently provide that an assessment may be excused or deferred if it would threaten an insurer's financial strength. Mandatory assessments may be partially recovered through a reduction in future premium tax in some states. The Company does not believe such assessments will be materially different from amounts already provided for in the financial statements. The State of Florida began an investigation of industrial life insurance policies in the fall of 1999 regarding policies with race-based premiums. This investigation has quickly spread to other states and to other types of small face amount policies and was expanded to consider the fairness of premiums for all small policies including policies which did not have race-based premiums. The NAIC historically has defined a "small face amount policy" as one with a face amount of $15,000 or less. Under current reviews, some states have increased this amount to policies of $25,000 or less. These states are attempting to force insurers to refund "excess premiums" to insureds or beneficiaries of insureds based on the recent American General settlement. This issue has become very complex and may become a political "hot potato". The Company's insurance subsidiaries have no race-based premium products, but do have policies with face amounts under the above-scrutinized limitations. The outcome of this issue could be dramatic on the insurance industry as a whole as well as the Company itself. The Company will continue to monitor developments regarding this matter to determine to what extent, if any, the Company may be exposed. Congress recently passed the Gramm-Leach-Bliley Financial Services Modernization Act, which requires financial institutions, including all insurers, to take certain steps to enhance privacy protections of nonpublic personal information for consumers. The new law is one of the most sweeping systems of privacy protection and regulation ever imposed in our nation's history. It requires financial companies to tell consumers how their financial information is protected, and what a company's financial information sharing practices are, both within a corporate family and with unrelated third parties. Companies must inform their customers of their privacy policies and practices at the start of their business relationship, and then at least once a year for the duration of the relationship. Companies also 13 must disclose the types of information that are shared. The privacy protections under the act become effective November 13, 2000. Financial institutions will have until July 1, 2001, to establish and implement privacy policies. The Company has been monitoring developments regarding this new act and analyzing options and requirements to determine the best method to comply with these new requirements. The Company and its subsidiaries are named as defendants in a number of legal actions arising primarily from claims made under insurance policies. Those actions have been considered in establishing the Company's liabilities. Management is of the opinion that the settlement of those actions will not have a material adverse effect on the Company's financial position or results of operations. 7. Other Cash Flow Disclosure On a cash basis, the Company paid $285,389 and $301,651 in interest expense during the first six months of 2000 and 1999, respectively. The Company paid $6,500 and $429,000 in federal income tax during the first six months of 2000 and 1999, respectively. 8. CONCENTRATION OF CREDIT RISK The Company maintains cash balances in financial institutions that at times may exceed federally insured limits. The Company maintains its primary operating cash accounts with First Southern National Bank, an affiliate of First Southern Funding, LLC, the largest shareholder of UTG. One of these accounts holds approximately $5,000,000 for which there are no pledges or guarantees outside FDIC insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. 9. ACCOUNTING AND LEGAL DEVELOPMENTS The FASB has issued SFAS 133 entitled, Accounting for Derivative Instruments and Hedging Activities, which is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. SFAS 137 was subsequently issued to defer the effective date of SFAS 133 to be effective for all fiscal quarters of fiscal years beginning after June 15, 2000. SFAS 133 requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a specific type of exposure hedge. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. The adoption of SFAS 133 had no material effect on our financial position or results of operations, since the Company has no derivative or hedging type investments. 14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The purpose of this section is to discuss and analyze the Company's consolidated results of operations, financial condition and liquidity and capital resources. This analysis should be read in conjunction with the consolidated financial statements and related notes that appear elsewhere in this report. The Company reports financial results on a consolidated basis. The consolidated financial statements include the accounts of UTG and its subsidiaries at June 30, 2000. Cautionary Statement Regarding Forward-Looking Statements Any forward-looking statement contained herein or in any other oral or written statement by the company or any of its officers, directors or employees is qualified by the fact that actual results of the company may differ materially from any such statement due to the following important factors, among other risks and uncertainties inherent in the company's business: 1. Prevailing interest rate levels, which may affect the ability of the company to sell its products, the market value of the company's investments and the lapse ratio of the company's policies, notwithstanding product design features intended to enhance persistency of the company's products. 2. Changes in the federal income tax laws and regulations which may affect the relative tax advantages of the company's products. 3. Changes in the regulation of financial services, including bank sales and underwriting of insurance products, which may affect the competitive environment for the company's products. 4. Other factors affecting the performance of the company, including, but not limited to, market conduct claims, insurance industry insolvencies, stock market performance, and investment performance. Results of Operations (a) Revenues Premiums and policy fee revenues, net of reinsurance premiums and policy fees, decreased 10% when comparing the first six months of 2000 to 1999 and decreased 9% for the second quarter comparison. The Company currently writes little new traditional business, consequently, traditional premiums will decrease as the amount of traditional business in-force decreases. Collected premiums on universal life and interest sensitive products is not reflected in premiums and policy revenues because Generally Accepted Accounting Principles ("GAAP") requires that premiums collected on these types of products be treated as deposit liabilities rather than revenue. Unless the Company acquires a block of in-force business or marketing changes its focus to traditional business, premium revenue will continue to decline. Net investment income increased 14% when comparing the first six months of 2000 to 1999 and increased 11% for the second quarter comparison. During 2000, the Company received $552,000 in the first quarter and $80,000 in the second quarter in investment earnings from a joint venture real estate development project that is in its latter stages. The Company expects to receive a small amount of income from this property's final disposition. The earnings from this activity represent approximately 9% of the increase in investment income from the previous six-month period. The national prime rate has risen during 2000 and is 1.75% higher at June 30, 2000 than it was at June 30, 1999. This results in higher earnings on short-term funds as well as on longer-term investments acquired. In 1999, the Company began investing more of its funds in mortgage loans. This is the result of its affiliation with First Southern Funding and its affiliates ("FSF"), which includes a bank, First Southern National Bank ("FSNB"). FSNB has been able to provide the Company with additional expertise and experience in underwriting 15 commercial and residential mortgage loans, which provide more attractive yields than the traditional bond market while maintaining high quality and low risk. During 2000, the Company issued approximately $7,352,000 in new mortgage loans. All but $80,000 of these new loans were generated through FSNB and its personnel and funded by the Company through participation agreements with FSNB. FSNB services the loans covered by these participation agreements. The Company pays FSNB a .25% servicing fee on these loans and a one time fee at loan origination of .50% of the original loan amount to cover costs incurred by FSNB relating to the processing and establishment of the loan. The Company anticipates continuing to primarily invest in mortgage loans for the short period. The Company's investments are generally managed to match related insurance and policyholder liabilities. The comparison of investment return with insurance or investment product crediting rates establishes an interest spread. The minimum interest spread between earned and credited rates is 1% on the "Century 2000" universal life insurance product, which currently is the Company's primary sales product. The Company monitors investment yields, and when necessary adjusts credited interest rates on its insurance products to preserve targeted interest spreads. It is expected that monitoring of the interest spreads by management will provide the necessary margin to adequately provide for associated costs on the insurance policies the Company currently has in force and will write in the future. At the March 1999 Board of Directors meeting, the Board lowered crediting rates one-half percent on all products that could be lowered. This adjustment was in response to continued declines in interest rates in the marketplace. The change will result in interest crediting reductions of approximately $600,000 per year. Policy interest crediting rate changes become effective on an individual policy basis on the next policy anniversary. Therefore, it takes a full year from the time the change is determined for the full impact of such change to be realized. (b) Expenses Benefits, claims and settlement expenses net of reinsurance benefits and claims, are comparable in 2000 to 1999. Death benefit claims were $411,000 greater than the prior six month period. Policy claims vary from year to year and therefore, fluctuations in mortality are to be expected and are not considered unusual by management. The increase in death benefit claims was offset by lower reserve increases on interest sensitive business in force than the previous year due to the reduction in interest crediting rates approved by the Board of Directors of the respective insurance subsidiaries in March of 1999. Reserves continue to increase on in-force policies as the age of the insureds increases. Operating expenses increased 15% in 2000 compared to 1999 for the first six month period and decreased 8% for the second quarter comparison. At the March 27, 2000 Board of Directors meeting, United Trust Group, Inc. and each of its affiliates accepted the resignation of Larry E. Ryherd as Chairman of the Board of Directors and Chief Executive Officer. Mr. Ryherd had 28 months remaining on an employment contract with the Company at the end of March 2000. No settlement or resolution among the parties involved has been reached as to the remaining period of Mr. Ryherd's contract. As such, a charge of $933,333 was incurred in first quarter 2000 for the remainder of this contract. Additionally, the Company accrued $125,000 in expenses in the first quarter 2000 related to severance costs from the termination of three employees. Exclusive of the above accruals, operating expenses declined 12% from the prior year six months primarily as the result of lower salary and related employee costs. In March of 1999, the Company determined it could no longer continue to support its fixed costs relating to new business in light of the declining new business trend and no indication it would reverse any time soon. It was determined these fixed costs should be reduced to be commensurate with the level of new sales production activity then being experienced. As such, in March 1999, seven employees of the Company (approximately 8% of the total staff) were terminated due to lack of business activity. In the fourth quarter of 1999, the Company transferred the policy administration functions of its insurance subsidiary APPL from Huntington, West Virginia to its Springfield, Illinois location. APPL policy administration was then converted to the same computer system used to administer the other insurance subsidiaries. Interest expense decreased 23% in the first six months of 2000 compared to 1999 and decreased 12% for the second quarter results. The Company continues its plan to repay all of its outstanding debt. Of the remaining debt, approximately 58.5% has a variable interest rate tied to the national prime rate. The national prime rate has been increasing over the past year, resulting in increased interest costs on these loans. During the second quarter of 2000, the Company repaid $1,540,800 of its debt. 16 (c) Net income The Company had a net income of $639,513 for the first six months of 2000 compared to $255,942 in 1999 and net income of $686,907 for second quarter 2000 compared to $123,481 for second quarter 1999. Increased investment earnings primarily relating to the Company's joint venture real estate development project partially offset by expense accruals relating to the employment agreement of Mr. Ryherd and severance of terminated employees resulted in the improvement in net income from the previous year. Financial Condition The financial condition of the Company has changed very little since December 31,1999. Total shareholder's equity increased approximately $860,000 as of June 30, 2000 compared to December 31, 1999. Investments represent approximately 69% and 67% of total assets at June 30, 2000 and December 31, 1999, respectively. Accordingly, investments are the largest asset group of the Company. The Company's insurance subsidiaries are regulated by insurance statutes and regulations as to the type of investments that they are permitted to make and the amount of funds that may be used for any one type of investment. In light of these statutes and regulations, and the Company's business and investment strategy, the Company generally seeks to invest in high quality low risk investments. During the second quarter of 2000, the Company invested primarily in mortgage loans. These loans were generated through its indirect affiliation with First Southern National Bank ("FSNB"). FSNB has been able to provide the Company with additional expertise and experience in underwriting commercial and residential mortgage loans, which provide more attractive yields than the traditional bond market while maintaining high quality and low risk. During 2000, the Company issued approximately $7,352,000 in new mortgage loans. All but $80,000 of these new loans were generated through FSNB and its personnel and funded by the Company through participation agreements with FSNB. Most of these loans have balloon or maturity dates within three to seven years of issue. At June 30, 2000, mortgage loans represented approximately 8.6% of total invested assets. The liabilities are predominantly long-term in nature and therefore, the Company invests in long-term fixed maturity investments that are reported in the financial statements at their amortized cost. The Company has the ability and intent to hold these investments to maturity; consequently, the Company does not expect to realize any significant loss from these investments. The Company does not own any derivative investments or "junk bonds". As of June 30, 2000, the carrying value of fixed maturity securities in default as to principal or interest was immaterial in the context of consolidated assets or shareholders' equity. The Company has identified securities it may sell and classified them as "investments held for sale". Investments held for sale are carried at market, with changes in market value charged directly to shareholders' equity. To provide additional flexibility and liquidity, the Company has categorized all fixed maturity investments acquired in 1999 and 2000 as available for sale. Securities originally classified as available for sale have since matured, thus reducing the amount of securities carried in this category. It was determined it would be in the Company's best financial interest to classify these new purchases as available for sale to provide additional liquidity. Liquidity and Capital Resources The Company has three principal needs for cash - the insurance companies' contractual obligations to policyholders, the payment of operating expenses and the servicing of its long-term debt. Cash and cash equivalents as a percentage of total assets were 4% and 6% as of June 30, 2000, and December 31, 1999, respectively. Fixed maturities as a percentage of total invested assets were 76% and 77% as of June 30, 2000 and December 31, 1999, respectively. Future policy benefits are primarily long-term in nature and therefore, the Company's investments are predominantly in long-term fixed maturity investments such as bonds and mortgage loans which provide sufficient return to cover these obligations. The Company has the ability and intent to hold these investments to maturity; consequently, the Company's investment in long-term fixed maturities is reported in the financial statements at their amortized cost. To provide 17 additional flexibility and liquidity, the Company has categorized all fixed maturity investments acquired in 1999 and 2000 as available for sale. Many of the Company's products contain surrender charges and other features which reward persistency and penalize the early withdrawal of funds. With respect to such products, surrender charges are generally sufficient to cover the Company's unamortized deferred policy acquisition costs with respect to the policy being surrendered. Cash used in operating activities was $(1,060,406) and $(1,538,452) in 2000 and 1999, respectively. The net cash used in operating activities plus net policyholder contract deposits after the payment of policyholder withdrawals equaled $(5,357) in 2000 and $31,573 in 1999. Management utilizes this measurement of cash flows as an indicator of the performance of the Company's insurance operations, since reporting regulations require cash inflows and outflows from universal life insurance products to be shown as financing activities when reporting on cash flows. Cash used in investing activities was $(5,205,326) and $(8,428,015), for 2000 and 1999, respectively. The most significant aspect of cash used in investing activities are the fixed maturity transactions. Fixed maturities account for 65% and 82% of the total cost of investments acquired in 2000 and 1999, respectively. The Company has not directed its investable funds to so-called "junk bonds" or derivative investments. During the second quarter of 2000, the Company invested primarily in mortgage loans. These loans were generated through its indirect affiliation with First Southern National Bank ("FSNB"). FSNB has been able to provide the Company with additional expertise and experience in underwriting commercial and residential mortgage loans, which provide more attractive yields than the traditional bond market while maintaining high quality and low risk. During 2000, the Company issued approximately $7,352,000 in new mortgage loans. All but $80,000 of these new loans were generated through FSNB and its personnel and funded by the Company through participation agreements with FSNB. Most of these loans have balloon or maturity dates within three to seven years of issue. Net cash used in financing activities was $(531,917) and $(1,145,370) for 2000 and 1999, respectively. Policyholder contract deposits decreased 11% in 2000 compared to 1999. Policyholder contract withdrawals decreased 5% in 2000 compared to 1999. At June 30, 2000, the Company had a total of $4,377,169 in long-term debt outstanding. The Company continues its plan to eliminate its outside debt. During second quarter 2000, the Company repaid $1,540,800 of its debt. Pursuant to the terms of an agreement with FSF, $2,560,000 of debt was converted to equity on July 31, 2000. Since UTG is a holding company, funds required to meet its debt service requirements and other expenses are primarily provided by its subsidiaries. On a parent only basis, UTG's cash flow is dependent on its earnings received on notes receivable from FCC. At June 30, 2000, substantially all of the consolidated shareholders equity represents net assets of its subsidiaries. Cash requirements of UTG primarily relate to servicing its long-term debt. The Company's insurance subsidiaries have maintained adequate statutory capital and surplus and have not used surplus relief or financial reinsurance, which have come under scrutiny by many state insurance departments. The payment of cash dividends to shareholders is not legally restricted. However, insurance company dividend payments are regulated by the state insurance department where the insurance company is domiciled. UTG is the ultimate parent of UG through ownership of FCC. UG can not pay a dividend directly to UTG due to the ownership structure. Please refer to Note 1 of the Notes to the Consolidated Financial Statements. UG's dividend limitations are described below without effect of the ownership structure. Ohio domiciled insurance companies require five days prior notification to the insurance commissioner for the payment of an ordinary dividend. Ordinary dividends are defined as the greater of: a) prior year statutory earnings or b) 10% of statutory capital and surplus. For the year ended December 31, 1999, UG had a statutory gain from operations of $3,535,018. At December 31, 1999, UG's statutory capital and surplus amounted to $15,022,234. Extraordinary dividends (amounts in excess of ordinary dividend limitations) require prior approval of the insurance commissioner and are not restricted to a specific calculation. UG paid an ordinary dividend of $2,000,000 to FCC on May 2, 2000. The Company is not aware of any litigation that will have a material adverse effect on the financial position of the Company. In addition, the Company does not believe that the regulatory initiatives currently under consideration by various regulatory agencies will have a material adverse impact on the Company. The Company is not aware of any material pending or threatened regulatory action with respect to the Company or any of its subsidiaries. The Company does not 18 believe that any insurance guaranty fund assessments will be materially different from amounts already provided for in the financial statements. Management believes the overall sources of liquidity available will be sufficient to satisfy its financial obligations. Accounting and Legal Developments The FASB has issued SFAS 133 entitled, Accounting for Derivative Instruments and Hedging Activities, which is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. SFAS 137 was subsequently issued to defer the effective date of SFAS 133 to be effective for all fiscal quarters of fiscal years beginning after June 15, 2000. SFAS 133 requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a specific type of exposure hedge. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. The adoption of SFAS 133 had no material effect on our financial position or results of operations, since the Company has no derivative or hedging type investments. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Market risk relates, broadly, to changes in the value of financial instruments that arise from adverse movements in interest rates, equity prices and foreign exchange rates. The Company is exposed principally to changes in interest rates which affect the market prices of its fixed maturities available for sale and its variable rate debt outstanding. The Company's exposure to equity prices and foreign currency exchange rates is immaterial. Interest rate risk The Company could experience economic losses if it were required to liquidate fixed income securities available for sale during periods of rising and/or volatile interest rates. The Company attempts to mitigate its exposure to adverse interest rate movements through a staggering of the maturities of its fixed maturity investments and through maintaining cash and other short term investments to assure sufficient liquidity to meet its obligations and to address reinvestment risk considerations. Tabular presentation The following table provides information about the Company's long term debt that is sensitive to changes in interest rates. The table presents principal cash flows and related weighted average interest rates by; expected maturity dates. The Company has no derivative financial instruments or interest rate swap contracts.
June 30, 2000 Expected maturity date 2000 2001 2002 2003 2004 Thereafter Total Fair value Long term debt Fixed rate 0 0 0 0 0 1,817,169 1,817,169 1,588,565 Avg. int. rate 0 0 0 0 0 8.50% 8.50% Variable rate 0 0 0 0 2,560,000 0 2,560,000 2,560,000 Avg. int. rate 0 0 0 0 10.50% 0 10.50%
19 PART II. OTHER INFORMATION. ITEM 1. LEGAL PROCEEDINGS. NONE ITEM 2. CHANGE IN SECURITIES. NONE ITEM 3. DEFAULTS UPON SENIOR SECURITIES. NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Company held its annual meeting of shareholders on June 5, 2000, and the only matter voted on at that meeting was the following: The election of the following directors who will serve until their successors are elected and qualified, or their earlier death or resignation: BROKER DIRECTOR FOR WITHHELD NON-VOTES John S. Albin 2,928,285 805 0 Randall L. Attkisson 2,393,394 338,383 197,313 John W. Collins 2,928,141 949 0 Robert E. Cook 2,928,063 1,027 0 Jesse T. Correll 2,379,250 338,317 211,523 Ward F. Correll 2,392,889 338,888 197,313 James E. Melville 2,911,534 3,346 14,210 Luther C. Miller 2,928,400 690 0 Millard V. Oakley 2,379,406 338,161 211,523 Robert V. O'Keefe 2,927,789 1,301 0 Robert W. Teater 2,928,429 661 0 ITEM 5. OTHER INFORMATION. NONE ITEM 6. EXHIBITS The Company hereby incorporates by reference the exhibits as reflected in the Index to Exhibits of the Company's Form 10-K for the year ended December 31, 1999. 20 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. UNITED TRUST GROUP, INC. (Registrant) Date: August 9, 2000 By /s/ James E. Melville James E. Melville President, Chief Operating Officer and Director Date: August 9, 2000 By /s/ Theodore C. Miller Theodore C. Miller Senior Vice President and Chief Financial Officer 21 EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
7 3-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 49,025,083 128,658,923 183,752,694 3,089,777 20,023,012 15,128,210 232,481,263 14,230,155 39,293,974 4,554,516 335,572,341 0 0 243,109,962 18,157,112 4,377,169 0 0 79,405 44,157,423 335,572,341 10,538,733 8,261,983 240,039 241,550 11,622,456 1,136,682 5,601,333 921,834 (175,923) 639,513 0 0 0 639,513 .16 0 0 0 0 0 0 0 0
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