SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
[X] ACT OF 1934
For the Quarterly Period Ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ____ ACT OF 1934
For the transition period from to
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Commission File Number: 0-27126
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First Colorado Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1320788
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
215 S. Wadsworth Blvd., Lakewood, CO 80226
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (303) 232-2121
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N/A
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Former name, former address and former fiscal year,
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all documents
and reports required to be filed by Sections 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to 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
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Number of shares outstanding of common stock
as of July 31, 1997
$0.10 Par Value Common Stock 16,563,780
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Class Shares Outstanding
<PAGE>
FIRST COLORADO BANCORP, INC.
INDEX
<TABLE>
<CAPTION>
Page Number
<S> <C> <C>
PART I - CONSOLIDATED FINANCIAL INFORMATION
Consolidated Statements of Financial Condition
at June 30, 1997 (unaudited) and
December 31, 1996 1
Consolidated Statements of Operations for the
Three and Six Months Ended June 30,
1997 and 1996 (unaudited) 2
Consolidated Statements of Stockholders' Equity for the
Period from January 1, 1995 to December 31, 1996, and for
the Period from January 1, 1997 to June 30, 1997
(unaudited) 3
Consolidated Statements of Cash Flows
for the Six Months Ended June 30,
1997 and 1996 (unaudited) 4 - 6
`
Notes to Consolidated Financial Statement 7 - 8
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9 - 16
PART II - OTHER INFORMATION 17
SIGNATURES 18
EXHIBIT
</TABLE>
<PAGE>
First Colorado Bancorp, Inc. and Subsidiary
Consolidated Statements of Financial Condition
(Dollars in Thousands)
<TABLE>
<CAPTION>
As of
------------------------------------------
June 30, 1997 December 31, 1996
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(unaudited)
<S> <C> <C>
Assets
Cash and due from banks $ 19,190 $ 21,449
Federal funds sold and other interest-earning assets 5,261 27,783
Investment Securities:
Held-to-maturity 72,930 61,642
Available-for-sale, at market value 6,501 11,099
Mortgage-backed securities, net:
Held-to-maturity 245,281 273,602
Available-for-sale, at market value 6,704 7,687
Loans receivable, net 1,103,996 1,061,524
Accrued interest receivable 8,295 8,059
Office properties and equipment, net 25,160 22,930
Federal Home Loan Bank stock 10,312 9,554
Real estate owned 1,252 1,457
Income taxes receivable 444 589
Core deposit intangible 2,630 2,757
Other assets 1,905 3,956
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Total assets $ 1,509,861 $ 1,514,088
============ ============
Liabilities
Deposits 1,145,562 1,135,823
Advances from Federal Home Loan Bank 137,610 122,515
Other borrowed money 4,833 5,009
Advances by borrowers for taxes and insurance 2,201 8,312
Deferred income taxes 5,001 5,118
Other liabilities 19,941 20,687
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Total liabilities $ 1,315,148 $ 1,297,464
Stockholders' Equity
Common stock, $0.10 par value (50,000,000 shares
authorized; 20,134,256 shares issued
at June 30, 1997 and December 31, 1996;
16,561,425 and 18,184,108 shares
outstanding at June 30, 1997 and
December 31, 1996, respectively) 2,013 2,013
Additional paid-in capital 152,250 151,581
Treasury stock (3,572,831 and 1,950,148 shares,
respectively, at cost) (56,724) (28,957)
Unearned ESOP shares (12,063) (12,063)
Unearned MRP/MSBP shares (3,929) (3,929)
Unrealized gain on securities available for sale (net of tax) 189 365
Retained earnings, partially restricted 112,977 107,614
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Total stockholders' equity 194,713 216,624
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Total liabilities and stockholders' equity $ 1,509,861 $ 1,514,088
============= ============
</TABLE>
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<PAGE>
First Colorado Bancorp, Inc. and Subsidiary
Consolidated Statements of Operations
(Dollars in Thousands, except per share amounts) (unaudited)
<TABLE>
<CAPTION>
For the three months ended For the six months ended
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Interest income:
Loans $ 21,530 19,432 42,596 38,049
Mortgage-backed securities 3,305 5,021 7,659 9,784
Investment securities 1,291 1,419 2,496 2,795
Other 107 239 197 1,008
------ ------ ------ ------
Total interest income 26,233 26,111 52,948 51,636
------ ------ ------ ------
Interest expense:
Deposits 12,738 11,929 25,134 23,839
Borrowed funds 2,194 1,994 4,265 4,092
------ ------ ------ ------
Total interest expense 14,932 13,923 29,399 27,931
------ ------ ------ ------
Net interest income 11,301 12,188 23,549 23,705
Provision for loan losses 335 77 554 307
------ ------ ------ ------
Net interest income after provision for loan losses 10,966 12,111 22,995 23,398
------ ------ ------ ------
Noninterest income:
Fees and service charges 1,260 1,203 2,458 2,351
Gain on sale of loans, net 63 187 99 66
Net income from real estate operations 87 142 138 271
Rental income 45 42 94 81
------ ------ ------ ------
Total noninterest income 1,455 1,574 2,789 2,769
------ ------ ------ ------
Noninterest expense:
Compensation 3,382 2,861 6,595 5,579
Occupancy 1,021 1,005 1,962 1,934
Provision (credit) for losses on real estate owned (19) 54 -- 28
Credit for losses on federal funds sold -- (18) -- (18)
Professional fees 154 210 334 407
Advertising 249 269 451 526
Printing, supplies and postage 291 269 585 544
FDIC premiums 182 641 360 1,259
Other, net 758 683 1,415 1,343
------ ------ ------ ------
Total noninterest expense 6,018 5,974 11,702 11,602
------ ------ ------ ------
Earnings before income taxes 6,403 7,711 14,082 14,565
Income tax expense 2,378 2,784 5,242 5,301
------ ------ ------ ------
Net earnings 4,025 4,927 8,840 9,264
====== ====== ====== ======
Fully diluted earnings per share 0.25 0.26 0.54 0.49
Fully diluted shares outstanding 16,024,283 19,094,767 16,282,345 19,070,947
</TABLE>
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<PAGE>
Consolidated Statements of Stockholders' Equity
Period from January 1, 1995 to June 30, 1997
(Activity for the Six Months Ended June 30, 1997 is Unaudited)
(Amounts in Thousands, except Share Amounts)
<TABLE>
<CAPTION>
Common
Common Stock Common Stock Additional Stock Unearned
$1.00 par value $0.10 par value Paid-in Treasury ESOP
--------------- ---------------
Shares Amount Shares Amount Capital Shares Shares
------ ------ ------ ------ ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1995 6,331,622 $ 6,332 -- $ -- 18,151 -- (446)
Exercise of employee stock options 39,515 40 -- -- 224 -- --
Payment of ESOP liability -- -- -- -- -- -- 446
Contribution by First Savings Capital,
M.H.C -- -- -- -- 31 -- --
Exchange of common stock (6,371,137) (6,372) 6,619,539 662 5,710 -- --
Common stock issued for cash, net of
offering costs -- -- 12,063,419 1,206 116,414 -- --
Common stock issued to ESOP for
note receivable -- -- 1,340,379 134 13,270 -- (13,404)
Employees' vesting in MRP -- -- -- -- 224 -- --
Dividends declared ($0.88 per share) -- -- -- -- -- -- --
Reversal of dividends previously waived
by First Savings Capital, M.H.C -- -- -- -- (4,187) -- --
Change in net unrealized gain (loss) on
securities available-for-sale -- -- -- -- -- -- --
Net earnings -- -- -- -- -- -- --
----------- --------- ---------- ------ ------- ------- -------
Balance, December 31, 1995 -- -- 20,023,337 2,002 149,837 -- (13,404)
Exercise of employee stock options -- -- 110,919 11 78 183 --
Additional offering costs on common
stock issued for cash -- -- -- -- (175) -- --
Payment of ESOP liability -- -- -- -- -- -- 1,341
Common stock purchased by MSBP -- -- -- -- -- -- --
Employees' vesting in -- -- -- -- 1,841 -- --
ESOP/MRP/MSBP
Purchase of Treasury stock -- -- (1,950,148) -- -- (29,140) --
Dividends declared ($0.325 per share) -- -- -- -- -- -- --
Change in net unrealized gain (loss) on
securities available-for-sale -- -- -- -- -- -- --
Net earnings -- -- -- -- -- -- --
----------- --------- ---------- ------ ------- ------- -------
Balance, December 31, 1996 -- -- 18,184,108 2,013 151,581 (28,957) (12,063)
Exercise of employee stock options -- -- 21,167 -- (253) 300 --
Employees' vesting in ESOP/MRP/MSBP -- -- -- -- 922 -- --
Dividends declared ($0.21 per share) -- -- -- -- -- -- --
Purchase of Treasury stock -- -- (1,643,850) -- -- (28,067) --
Change in net unrealized gain (loss) on
securities available-for-sale -- -- -- -- -- -- --
Net earnings -- -- -- -- -- -- --
---------- ---------- ---------- ------ ------- ------- -------
Balance, June 30, 1997 -- $ -- 16,561,425 $2,013 152,250 (56,724) (12,063)
========== ========== ========== ====== ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Net
Unrealized
MRP/ Gain (Loss)
MSBP on Securities
Contra Available Retained
Account For Sale Earnings Total
------- -------- -------- -----
<S> <C> <C> <C> <C>
Balance, January 1, 1995 (258) (1,370) 85,605 108,014
Exercise of employee stock options -- -- -- 264
Payment of ESOP liability -- -- -- 446
Contribution by First Savings Capital,
M.H.C -- -- -- 31
Exchange of common stock -- -- -- --
Common stock issued for cash, net of
offering costs -- -- -- 117,620
Common stock issued to ESOP for
note receivable -- -- -- --
Employees' vesting in MRP 76 -- -- 300
Dividends declared ($0.88 per share) -- -- (1,911) (1,911)
Reversal of dividends previously waived
by First Savings Capital, M.H.C -- -- 4,187 --
Change in net unrealized gain (loss) on
securities available-for-sale -- 1,316 -- 1,316
Net earnings -- -- 12,638 12,638
---- ------ ------- -------
Balance, December 31, 1995 (182) (54) 100,519 238,718
Exercise of employee stock options -- -- -- 272
Additional offering costs on common
stock issued for cash -- -- -- (175)
Payment of ESOP liability -- -- -- 1,341
Common stock purchased by MSBP (3,848) -- -- (3,848)
Employees' vesting in 101 -- 1,942
ESOP/MRP/MSBP
Purchase of Treasury stock -- -- -- (29,140)
Dividends declared ($0.325 per share) -- -- (6,277) (6,277)
Change in net unrealized gain (loss) on
securities available-for-sale -- 419 -- 419
Net earnings -- -- 13,372 13,372
---- ------- ------- -------
Balance, December 31, 1996 (3,929) 365 107,614 216,624
Exercise of employee stock options -- -- -- 47
Employees' vesting in ESOP/MRP/MSBP -- -- -- 922
Dividends declared ($0.21 per share) -- -- (3,477) (3,477)
Purchase of Treasury stock -- -- -- (28,067)
Change in net unrealized gain (loss) on
securities available-for-sale -- (176) -- (176)
Net earnings -- -- 8,840 8,840
------- ------ ------- -------
Balance, June 30, 1997 (3,929) 189 112,977 194,713
======= ====== ======= =======
</TABLE>
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<PAGE>
FIRST COLORADO BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in Thousands)
<TABLE>
<CAPTION>
For the six months ended
June 30, 1997 June 30, 1996
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<S> <C> <C>
Cash flows from operating activities:
Interest and dividends from loans receivable, mortgage-backed
and other asset-backed securities, and investment securities $ 52,532 50,834
Fees and service charges received 3,070 3,365
Rental income received 94 81
Proceeds from sale of loans held for sale 5,027 24,673
Originations of loans held for sale (4,284) (24,307)
Interest paid (6,763) (6,534)
Cash paid to suppliers and employees (11,585) (11,255)
Income taxes paid (5,106) (5,234)
---------- --------
Net cash provided by operating activities 32,985 31,623
---------- --------
Cash flows from investing activities:
Proceeds from maturities of investment and mortgage-backed
securities available for sale 5,000 11,000
Proceeds from maturities of investment and mortgage-backed
securities held to maturity 27,000 43,700
Purchase of investment securities held to maturity (38,361) (68,765)
Principal repayments of mortgage-backed and asset-backed securities 29,441 33,636
Purchase of mortgage-backed and other asset-backed securities
held to maturity (1,719) (35,066)
Origination of loans receivable (152,364) (185,429)
Net increase in customers' lines of credit (4,033) (1,800)
Principal repayments of loans receivable 112,692 118,192
Purchase of Federal Home Loan Bank Stock 0 (136)
Proceeds from sales of real estate owned and in judgment 629 573
Proceeds from sale of office properties and equipment 31 0
Purchase of office properties and equipment (1,104) (1,620)
Proceeds from sale of real estate held for investment and development 0 344
Other, net 141 156
---------- --------
Net cash used by investing activities (22,647) (85,215)
---------- --------
</TABLE>
(Continued)
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<PAGE>
FIRST COLORADO BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in Thousands)
<TABLE>
<CAPTION>
For the six months ended
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Cash flows from financing activities:
Net increase (decrease) in deposits $ (12,906) 1,696
Proceeds of advances from Federal Home Loan Bank 154,500 24,000
Repayment of advances from Federal Home Loan Bank (139,405) (30,155)
Repayment of bonds payable and other borrowings (183) (269)
Net decrease in advances by borrowers for taxes and insurance (6,111) (7,005)
Purchase of treasury shares (28,067) 0
Cash paid for stock offering and conversion costs 0 (2,135)
Net proceeds from exercised stock options 47 69
Net proceeds from ESOP/MRP/MSBP 922 0
Dividends paid (3,292) (1,986)
Other, net (624) 3,832
---------- -------
Net cash used by financing activities (35,119) (11,953)
---------- -------
Net decrease in cash and cash equivalents (24,781) (65,545)
Cash and cash equivalents at beginning of period 49,232 113,670
Cash and cash equivalents at end of period $ 24,451 48,125
========== =======
Reconciliation of net earnings to net cash provided by operating activities:
Net earnings $ 8,840 9,264
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Amortization of premiums and discounts on investments, net 961 571
Gain on sale of investment securities and loans receivable (99) (66)
Amortization of deferred loan origination fee income (327) (349)
Deferred loan origination fee income, net of deferred costs 8 306
Provision for losses on loans receivable, federal funds sold,
and real estate owned and in judgment 554 335
Gain on sale of real estate owned, net (70) (144)
Gain on sale of real estate held for investment and development 0 (24)
Stock dividends from Federal Home Loan Bank (758) (284)
Depreciation and amortization 872 945
Decrease in deferred income taxes (9) (172)
Interest expense credited to deposit accounts 22,645 21,407
Amortization of unearned discounts and deferred income (56) (65)
Decrease in loans held for sale 743 366
Increase in accrued interest receivable (236) (676)
Decrease (increase) in other assets 83 (205)
Increase in current income taxes payable 145 239
Increase (decrease) in other liabilities (251) 108
Other, net (60) 67
---------- -------
Net cash provided by operating activities $ 32,985 31,623
========== =======
</TABLE>
(Continued)
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<PAGE>
FIRST COLORADO BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in Thousands)
<TABLE>
<CAPTION>
For the six months ended
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Noncash investing and financing transactions:
Foreclosure of collateral securing loans, net of reserve $ 354 494
==== ===
Decrease in net unrealized loss on securities
available for sale, net of tax effect $(176) (122)
==========================
Deferred tax effect of change in unrealized loss on
securities available for sale $(108) (76)
===== ====
</TABLE>
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<PAGE>
FIRST COLORADO BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Principles of Consolidation - The consolidated financial statements include
the accounts of First Colorado Bancorp, Inc. (FCB) and its wholly owned
subsidiary, First Federal Bank of Colorado (formerly First Federal Savings
Bank of Colorado). The accounts of First Federal Bank of Colorado (FFB)
include its three wholly owned subsidiaries, First Savings Investment
Corporation (FSIC), First Savings Insurance Services (FSIS), and First
Savings Securities Corporation (FSSC) (collectively, the Bank). All
entities together are collectively referred to as the Company. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
The Company is a Colorado stock corporation organized in September
1995 to facilitate the conversion of the Bank's holding company (formerly
First Savings Capital, M.H.C.) from the mutual to stock form of ownership
and to acquire and hold all of the capital stock of the Bank. In connection
with the conversion, First Savings Capital, M.H.C., which had owned 66% of
the Bank's common stock, was merged with and into the Bank, and its shares
of the Bank were canceled. On December 29, 1995, the Company issued
6,619,539 shares of its common stock for all of the remaining outstanding
shares of the Bank, and issued and sold 13,403,798 shares of its common
stock at a price of $10.00 per share. In 1995, the Company engaged in no
significant business activity other than its ownership of the Bank's common
stock.
2. Basis of Presentation - The Consolidated Statement of Financial Condition
as of June 30, 1997, the Consolidated Statements of Operations for the
three and six month periods ended June 30, 1997 and 1996, the Consolidated
Statement of Stockholders' Equity for the six month period ended June 30,
1997, and the Consolidated Statements of Cash Flows for the six month
periods ended June 30, 1997 and 1996, have been prepared by the Company,
without audit, and therefore do not include information or footnotes
necessary for a complete presentation of consolidated financial condition,
results of operations, and cash flows in conformity with generally accepted
accounting principles. It is suggested that these Consolidated Financial
Statements be read in conjunction with the December 31, 1996, Consolidated
Financial Statements and notes thereto included with the Company's Annual
Report. However, in the opinion of management, all adjustments (consisting
of normal recurring adjustments) necessary for the fair presentation of the
consolidated financial statements have been included. The results of
operations for the three and six month periods ended June 30, 1997 are not
necessarily indicative of the results which may be expected for the entire
year or for any other period.
3. Earnings per Share - Earnings per share for the three and six month periods
ended June 30, 1997 were calculated based on the number of fully diluted
shares at period end. Stock options are regarded as common stock
equivalents computed using the Treasury Stock method. Shares acquired by
the Employee Stock Benefit Plan (ESOP) are not considered in the weighted
average shares outstanding until shares are committed to be released to the
employees' individual account or have been earned.
See Exhibit 11.
4. Dividends - On June 18, 1997, the Company declared an 11.0(cent) per share
cash dividend on the Company's common stock to shareholders of record on
June 30, 1997. The cash dividend was paid on July 18, 1997.
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<PAGE>
5. Recent Accounting Pronouncements - Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities. The FASB issued
SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities (SFAS No. 125) and SFAS No. 127,
Deferral of the Effective Date of Certain Provisions of FASB Statement No.
125 (SFAS No. 127) in June and December 1996, respectively. SFAS No. 125
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. It requires entities
to recognize servicing assets and liabilities for all contracts to service
financial assets, unless the assets are securitized and all servicing is
retained. The servicing assets will be measured initially at fair values,
and will be amortized over the estimated useful lives of the servicing
assets. In addition, the impairment of servicing assets will be recognized
through a valuation allowance. SFAS No. 125 also addresses the accounting
and reporting standards for securities lending, dollar-rolls, repurchase
agreements and similar transactions. The Company adopted SFAS No. 125 on
January 1, 1997. However, in accordance with SFAS No. 127, the Company will
defer adoption of the statement as it relates to securities lending,
dollar-rolls, repurchase agreements and similar transactions until January
1, 1998. The Company does not expect the adoption of SFAS No. 125 to have a
material impact on its consolidated financial statements.
Earnings per Share. On March 3, 1997, the FASB issued SFAS No. 128,
Earnings per Share (SFAS No. 128) which is effective for financial
statements issued for periods ending after December 15, 1997. SFAS No. 128
replaces APB Opinion 15, Earnings per Share, and simplifies the computation
of earnings per share (EPS) by replacing the presentation of primary EPS
with a presentation of basic EPS. In addition, the Statement requires dual
presentation of basic and diluted EPS by entities with complex capital
structures. Basic EPS includes no dilution and is computed by dividing
income available to common stockholders by the weighted-average number of
common shares outstanding for the period. Diluted EPS reflects the
potential dilution of securities that could share in the earnings of an
entity, similar to fully diluted EPS. The computation of EPS will be
compatible with international standards, as the International Accounting
Standards Committee recently issued a comparable standard.
-8-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
First Colorado Bancorp, Inc. (the "Company") is a Colorado corporation organized
in September 1995 at the direction of the Board of Directors of the First
Federal Bank of Colorado (the "Bank") to facilitate the conversion of First
Savings Capital, M.H.C. (the "Mutual Holding Company") from the mutual to stock
form of ownership and to acquire and hold all of the capital stock of the Bank.
The primary activity of the Company is holding the common stock of the Bank. The
Company is therefore a unitary savings and loan holding company. The Company has
no significant assets other than all of the outstanding shares of Bank Common
Stock, the note evidencing the Company's loan to the Bank's Employee Stock
Ownership Plan ("ESOP"), and the portion of the net proceeds retained by the
Company from its initial sale of stock, which have been invested in a loan to
the Bank and in deposits in the Bank, and in a stock repurchase program
resulting in the repurchase of 3.6 million shares of Company common stock for
$56.7 million.
COMPARISON OF FINANCIAL CONDITION AT
JUNE 30, 1997 AND DECEMBER 31, 1996
The total assets of the Company decreased $4.2 million, or 0.3%, from $1,514.1
million at December 31, 1996 to $1,509.9 million at June 30, 1997. This decrease
is due primarily to a decrease in Fed funds sold and other interest-earning
assets of $22.5 million, or 81.1%, from $27.8 million at December 31, 1996 to
$5.3 million at June 30, 1997. Mortgage-backed and other asset-backed securities
also decreased, from $281.3 million at December 31, 1996 to $252.0 million at
June 30, 1997, a decrease of $29.3 million, or 10.4%. The decrease in both Fed
funds sold and in mortgage-backed and other asset-backed securities resulted
from the Company utilizing those funds in the origination of loans receivable
and to repurchase its stock. Offsetting the decrease was an increase in loans
receivable of $42.5 million, or 4.0% from $1,061.5 million at December 31, 1996
to $1,104.0 million at June 30, 1997. Investment securities also increased, from
$72.7 million at December 31, 1996, to $79.4 million at June 30, 1997, an
increase of $6.7 million, or 9.2%, due to the Company's decision to increase its
liquidity portfolio.
As of June 30, 1997, non-performing assets totaled $3.4 million, or 0.2% of
total assets, an increase from $2.9 million, or 0.2% of total assets, as of
December 31, 1996.
The increase in liabilities primarily occurred in the deposit portfolio, which
increased $9.7 million, or 0.9%, from $1,135.8 million at December 31, 1996, to
$1,145.6 million at June 30, 1997. Total advances from the Federal Home Loan
Bank increased by $15.1 million, or 12.3%, from $122.5 million as of December
31, 1996, to $137.6 million as of June 30, 1997.
Stockholders' equity decreased $21.9 million, or 10.1%, primarily due to net
earnings of $8.8 million for the six months ended June 30, 1997, being more than
offset by dividends declared totaling $3.5 million and treasury stock purchases
totaling $28.1 million.
-9-
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE
THREE MONTHS ENDED JUNE 30, 1997 AND 1996
GENERAL. Net earnings for the three months ended June 30, 1997 decreased
$902,000, or 18.3% to $4.0 million from $4.9 million for the three months ended
June 30, 1996. The decrease was primarily due to a decrease in net interest
income and an increase in the provision for loan losses.
NET INTEREST INCOME. Net interest income decreased $887,000 or 7.3%, from $12.2
million during the three months ended June 30, 1996 to $11.3 million during the
three months ended June 30, 1997. This decrease was primarily the result of an
increase in interest expense of $1.0 million, or 7.2%, from $13.9 million for
the three months ended June 30, 1996, to $14.9 million for the three months
ended June 30, 1997. Interest paid on deposits increased by $809,000, or 6.8%,
to $12.7 million for the three months ended June 30, 1997, from $11.9 million
for the three months ended June 30, 1996. This increase was due primarily to an
increase in the average balance of the deposits of $52.2 million, or 4.8%, to
$1,148.7 million for the three months ended June 30, 1997, from $1,096.5 million
for the three months ended June 30, 1996, and to an increase of eight basis
points in the cost of deposits. Interest paid on borrowed funds also increased,
by $200,000, or 10.0% for the three months ended June 30, 1997, compared to the
three months ended June 30, 1996, due to an $11.0 million increase in the
average balance of Federal Home Loan Bank advances and other borrowed money for
the three months ended June 30, 1997 compared to the three months ended June 30,
1996, and to an increase of seven basis points in the cost of borrowings.
The increase in interest expense was combined with a slight increase in total
interest income of $122,000, or 0.5%, from $26.1 million for the three months
ended June 30, 1996 to $26.2 million for the three months ended June 30, 1997.
This increase was primarily the result of an increase in interest income on
loans receivable from $19.4 million in the three months ended June 30, 1996 to
$21.5 million in the three months ended June 30, 1997, due to an increase in the
average portfolio balance of loans receivable, which increased $113.1 million,
or 11.5%, to $1,094.0 million for the three months ended June 30, 1997, from
$980.8 million for the three months ended June 30, 1996. The increase in the
average portfolio balance of loans receivable resulted primarily from a strong
economy in the Company's market area coupled with an aggressive program to
attract new loan originations in both the mortgage and nonmortgage portfolios.
The increase in interest income from loans receivable was significently offset
by a decrease in interest income on mortgage-backed and other asset-backed
securities (including those available for sale) of $1.7 million or 34.2%, to
$3.3 million for the three months ended June 30, 1997, from $5.0 million for the
three months ended June 30, 1996, due partly to the decrease in the average
portfolio balance of $61.8 million, or 19.3%, to $259.0 million for the three
months ended June 30, 1997, from $320.8 million for the three months ended June
30, 1996. The decrease in the average portfolio balance of mortgage-backed and
other asset-backed securities is due to management's decision to reinvest the
cash flows from these securities in loans receivable. In addition, in connection
with an examination by the Office of Thrift Supervision of the Company's
mortgage-backed securities portfolio, a non-cash charge of $828,000 was booked
against interest on mortgage-backed securities in second quarter 1997, relating
to the assumptions used to amortize the costs incurred in acquiring certain
mortgage-backed securities. Other interest income also decreased as did interest
income on investment securities. Other interest income decreased $132,000, or
55.2%, from $239,000 in the three months ended June 30, 1996 to $107,000 in the
three months ended June 30, 1997, due primarily to the decrease in the average
portfolio balance of $21.2 million, or 77.2%, to $6.3 million for the three
months ended June 30, 1997 from $27.5 million for the three months ended June
30, 1996. Interest income on investment securities (including those available
for sale) decreased from $1.4 million in the three months ended June 30, 1996 to
$1.3 million in the three months ended June 30, 1997, due primarily to the
decrease in the average portfolio balance of $12.8 million, or 12.4%, to $90.3
million for the three months ended June 30, 1997, from $103.0 million for the
three months ended June 30, 1996.
-10-
<PAGE>
PROVISION FOR LOSSES ON LOANS. In determining the provision for losses on loans,
management analyzes, among other things, the Bank's loan portfolio, market
conditions and the Bank's market area. The provision for losses on loans
increased by $258,000 for the periods under comparison, from $77,000 for the
three months ended June 30, 1996 to $335,000 for the three months ended June 30,
1997. Management believes that the allowance for loan losses is adequate at June
30, 1997. There can be no assurances that the allowance will be adequate to
cover losses which may in fact be realized in the future and that additional
provisions will not be required.
NONINTEREST INCOME. Noninterest income decreased by $119,000, or 7.6%, from $1.6
million for the three months ended June 30, 1996 to $1.5 million for the three
months ended June 30, 1997. This decrease was primarily the result of a decrease
of $124,000 in the gain on the sale of loans and a decrease of $55,000 in net
income from real estate operations, offset by an increase in fees and service
charges of $57,000.
NONINTEREST EXPENSE. Noninterest expense increased by $44,000, or 0.7% for the
three months ended June 30, 1997 as compared to the three months ended June 30,
1996. The increase was primarily due to an increase of $521,000 in compensation
expense offset by a decrease of $459,000 in the federal deposit insurance
premium expense. Minor changes in other noninterest expense categories also
contributed to the total increase.
The Bank experienced increased compensation costs during the three months ended
June 30, 1997, primarily due to an increase of $127,000 in employee compensation
resulting from increased staffing and to an increase of $394,000 resulting from
expense recognized on benefit plans (including the purchase of shares of common
stock of the Company by the ESOP in connection with the Conversion and
Reorganization) due to the price appreciation of the fair market value of common
stock in those plans. The ESOP purchased its shares with a 10 year loan from the
Company. Shares are expensed as they are released. Also, beginning in the third
quarter of 1996, the Company experienced additional compensation expense due to
the adoption by shareholders of a Management Stock Bonus Plan ("MSBP") whereby
various officers and directors of the Bank will be granted restricted stock over
a five-year period. The MSBP purchased shares of Common Stock of the Company for
the plan in open market purchases. Such purchased shares will be expensed over a
five year period beginning July 24, 1997 at fair market value. The increase in
compensation expense was offset by a decrease in the federal deposit insurance
premium expense, due primarily to the reduction in the premium rate as a result
of the September 30, 1996 legislation recapitalizing the Savings Association
Insurance Fund.
INCOME TAX EXPENSE. Federal and state income taxes decreased by $406,000, or
14.6%, for the three months ended June 30, 1997 compared to the three months
ended June 30, 1996, due primarily to the decrease in earnings before income
taxes.
-11-
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
GENERAL. Net earnings for the six months ended June 30, 1997 decreased $424,000,
or 4.6%, to $8.8 million from $9.3 million for the six months ended June 30,
1996. The decrease was primarily due to a decrease in net interest income and an
increase in the provision for loan losses.
NET INTEREST INCOME. Net interest income decreased $156,000, or 0.7%, from $23.7
million during the six months ended June 30, 1996 to $23.5 million during the
six months ended June 30, 1997. This decrease was primarily due to an increase
in total interest expense of $1.5 million, or 5.3%, from $27.9 million for the
six months ended June 30, 1996, to $29.4 million for the six months ended June
30, 1997. Interest paid on deposits increased by $1.3 million, or 5.4%, to $25.1
million for the six months ended June 30, 1997, from $23.8 million for the six
months ended June 30, 1996. This increase was due primarily to an increase in
the average balance of deposits of $55.7 million, or 5.1%, to $1,142.0 million
for the six months ended June 30, 1997, from $1,086.3 million for the six months
ended June 30, 1996. Interest paid on borrowed funds also increased, by
$173,000, or 4.2% for the six months ended June 30, 1997, compared to the six
months ended June 30, 1996, due to a $6.1 million increase in the average
balance of Federal Home Loan Bank advances and other borrowed money for the six
months ended June 30, 1997 compared to the six months ended June 30, 1996 being
offset by a decrease of four basis points in the cost of borrowings.
The increase in interest expense was combined with an increase in total interest
income of $1.3 million, or 2.5%, from $51.6 million for the six months ended
June 30, 1996 to $52.9 million for the six months ended June 30, 1997. This
increase was primarily the result of an increase in interest income on loans
receivable from $38.0 million in the six months ended June 30, 1996 to $42.6
million in the six months ended June 30, 1997, due to an increase in the average
portfolio balance of loans receivable, which increased $120.2 million, or 12.5%,
to $1,083.1 million for the six months ended June 30, 1997, from $962.9 million
for the six months ended June 30, 1996. The increase in the average portfolio
balance of loans receivable resulted primarily from a strong economy in the
Company's market area coupled with an aggressive program to attract new loan
originations in both the mortgage and nonmortgage portfolios. The increase in
interest income from loans receivable was significantly offset by a decrease in
interest income on mortgage-backed and other asset-backed securities (including
those available for sale) of $2.1 million, or 21.7%, to $7.7 million for the six
months ended June 30, 1997, from $9.8 million for the six months ended June 30,
1996, due to the decrease in the average portfolio balance of $50.7 million, or
16.0%, to $266.4 million for the six months ended June 30, 1997, from $317.2
million for the six months ended June 30, 1996. The decrease in the average
portfolio balance of mortgage-backed and other asset-backed securities is due to
management's decision to reinvest the cash flows from these securities in loans
receivable.In addition, in connection with an examination the Office of Thrift
Supervision of the Company's mortgage-backed securities portfolio, a non-cash
charge of $828,000 was booked against interest on mortgage backed securities in
second quarter 1997, relating to the assumptions used to amortize the costs
incurred in acquiring certain mortgage-backed securities. Other interest income
also decreased as did interest income on investment securities. Other interest
income decreased $811,000, or 80.6%, from $1.0 million in the six months ended
June 30, 1996 to $197,000 in the six months ended June 30, 1997, due to the
decrease in the average portfolio balance of $33.8 million, or 76.5%, to $10.4
million for the six months ended June 30, 1997 from $44.2 million for the six
months ended June 30, 1996. Interest income on investment securities (including
those available for sale) decreased from $2.8 million in the six months ended
June 30, 1996 to $2.5 million in the six months ended June 30, 1997, due to the
decrease in the average portfolio balance of $12.9 million, or 12.7%, to $88.4
million for the six months ended June 30, 1997, from $101.3 million for the six
months ended June 30, 1996.
-12-
<PAGE>
PROVISION FOR LOSSES ON LOANS. In determining the provision for losses on loans,
management analyzes, among other things, the Bank's loan portfolio, market
conditions and the Bank's market area. The provision for losses on loans
increased by $247,000 for the periods under comparison, from $307,000 for the
six months ended June 30, 1996 to $554,000 for the six months ended June 30,
1997. Management believes that the allowance for loan losses is adequate at June
30, 1997. There can be no assurances that the allowance will be adequate to
cover losses which may in fact be realized in the future and that additional
provisions will not be required.
NONINTEREST INCOME. Noninterest income increased slightly, by $20,000 or 0.7%,
remaining at $2.8 million for the six months ended June 30, 1996,and for the the
six months ended June 30, 1997. This increase was primarily the result of an
increase in fees and service charges of $107,000 and an increase in the gain on
the sale of loans of $33,000, offset by a decrease of $133,000 in net income
from real estate operations.
NONINTEREST EXPENSE. Noninterest expense increased by $100,000, or 0.9% for the
six months ended June 30, 1997 as compared to the six months ended June 30,
1996. The increase was primarily due to an increase of $1.0 million in
compensation expense offset by a decrease of $899,000 in the federal deposit
insurance premium expense. Minor changes in other noninterest expense categories
also contributed to the total increase.
The Bank experienced increased compensation costs during the six months ended
June 30, 1997, primarily due to an increase of $410,000 in employee compensation
resulting from increased staffing and to an increase of $606,000 resulting from
expense recognized on benefit plans (including the purchase of shares of common
stock of the Company by the ESOP in connection with the Conversion and
Reorganization) due to the price appreciation of the fair market value of common
stock in those plans. The ESOP purchased its shares with a 10 year loan from the
Company. Shares are expensed as they are released. Also, beginning in the third
quarter of 1996, the Company experienced additional compensation expense due to
the adoption by shareholders of a Management Stock Bonus Plan ("MSBP") whereby
various officers and directors of the Bank will be granted restricted stock over
a five-year period. The MSBP purchased shares of Common Stock of the Company for
the plan in open market purchases. Such purchased shares will be expensed over a
five year period beginning July 24, 1997 at fair market value. The increase in
compensation expense was offset by a decrease in the federal deposit insurance
premium expense, due primarily to the reduction in the premium rate as a result
of the September 30, 1996 legislation recapitalizing the Savings Association
Insurance Fund.
INCOME TAX EXPENSE. Federal and state income taxes decreased by $59,000, or
1.1%, for the six months ended June 30, 1997 compared to the six months ended
June 30, 1996, due primarily to the decrease in earnings before income taxes.
-13-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Bank is required to maintain a minimum level of liquid assets as defined by
the Office of Thrift Supervision (OTS) regulations. This requirement, which may
be varied from time to time depending upon economic conditions and deposit
flows, is based upon a percentage of deposits and short-term borrowings. The
required ratio is currently 5%. The Bank's liquidity averaged 9.2% during the
month of June, 1997. The Bank adjusts its liquidity level in order to meet
funding needs for deposit outflows, payment of real estate taxes from escrow
accounts on mortgage loans, repayment of borrowings when applicable, and loan
funding commitments. The Bank also adjusts its liquidity level as appropriate to
meet its asset/liability management objectives.
The Bank's primary sources of funds are deposits, amortization and prepayments
of loans and mortgage-backed and other asset-backed securities, sales and
maturities of investment securities, Federal Home Loan Bank of Topeka advances,
borrowings from commercial banks, and funds provided from operations. While
scheduled loan amortization and maturing investment securities are a relatively
predictable source of funds, deposit flow and loan prepayments are greatly
influenced by market interest rates, economic conditions and competition. The
Bank manages the pricing of its deposits to maintain a steady deposit balance.
In addition, the Bank invests any excess funds in federal funds and overnight
deposits which provide liquidity to meet lending requirements. Federal Funds
sold and other interest-earning assets at June 30, 1997 amounted to $5.3
million, a decrease of $22.5 million from December 31, 1996. This decrease
reflects the utilization of excess Federal Funds sold and other interest-earning
assets in funding loans receivable.
When the Bank requires funds beyond its ability to generate them internally,
borrowing agreements exist with other financial institutions to provide an
additional source of funds. The Bank had a June 30, 1997 balance of $137.6
million of Federal Home Loan Bank advances compared to $122.5 million as of
December 31, 1996. These borrowings were used to fund the Bank's cash needs. The
Bank also anticipates that it will require additional short-term borrowings to
meet its current loan commitments. At June 30, 1997, the Bank had total
outstanding commitments to fund loan originations or mortgage-backed security
purchases of $23.3 million.
The Bank can also access the capital markets to meet its cash needs, and
recently did so through the Conversion and Reorganization, as explained above.
As required by regulation, the Bank must maintain a minimum regulatory tangible
capital ratio of 1.5% of tangible assets, a minimum core capital ratio of 3% of
adjusted tangible assets, and a minimum risk-based capital ratio of 8% of total
risk-weight assets.
-14-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The Bank's capital requirements and actual capital under OTS regulations are as
follows as of June 30, 1997:
AMOUNT % OF ASSETS
------ -----------
GAAP Capital $ 176,667 11.69%
=======
Tangible Capital:
Actual $ 171,857 11.41%
Required 22,600 1.50
------- ----
Excess $ 149,257 9.91%
=======
Core Capital:
Actual $ 174,487 11.56%
Required 45,279 3.00
------ ----
Excess $ 129,187 8.56%
=======
Risk-based Capital:
Actual $ 177,629 22.10%
Required 63,947 8.00
------- -----
Excess $ 112,682 14.10%
=======
IMPACT OF INFLATION AND CHANGING PRICES
The consolidated financial statements of the Company and notes thereto,
presented elsewhere herein, have been prepared in accordance with GAAP, which
require the measurement of financial condition and operating results in terms of
historical dollars without considering the change in the relative purchasing
power of money over time due to inflation. The impact of inflation is reflected
in the increased cost of the Company's operations. Unlike most industrial
companies, nearly all the assets and liabilities of the Company are financial.
As a result, interest rates have a greater impact on the Company's performance
than do the effects of general levels of inflation. Interest rates do not
necessarily move in the same direction or to the same extent as the prices of
goods and services.
-15-
<PAGE>
KEY OPERATING RATIOS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ --------
1997 (1) 1996 (1) 1997 (1) 1996 (1)
-------- -------- -------- --------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Return on average assets................ 1.07% 1.32% 1.17% 1.24%
Return on average equity................ 8.30 8.09 8.88 7.65
Net interest spread..................... 2.59 2.73 2.70 2.64
Net interest margin..................... 3.12 3.40 3.25 3.33
Noninterest expense to average
assets............................... 1.60 1.60 1.55 1.56
Equity to assets (period end)........... 12.90 16.32 12.90 16.32
</TABLE>
<TABLE>
<CAPTION>
At June 30, At December 31,
1997 1996
----------- ---------------
(Dollars in Thousands,
except per share data)
(Unaudited)
<S> <C> <C>
Nonperforming loans........................................ $ 2,181 $ 1,457
Repossessed real estate.................................... 1,252 1,457
--------- ---------
Total nonperforming assets.............................. $ 3,433 $ 2,914
========= =========
Allowance for loan losses to nonperforming assets.......... 121.82% 132.12%
Nonperforming loans to total loans......................... 0.20% 0.14%
Nonperforming assets to total assets....................... 0.23% 0.19%
Book value per share (2)................................... $ 11.76 $ 11.91
</TABLE>
- --------------
(1) The ratios for the three- and six-month periods are annualized where
appropriate.
(2) The number of shares outstanding as of June 30, 1997 and December 31,
1996 was 16,561,425 and 18,184,108, respectively. This includes shares
purchased by the ESOP.
-16-
<PAGE>
FIRST COLORADO BANCORP, INC.
PART II
Item 1. Legal Proceedings - From time to time, the Company is a party to
routine legal proceedings in the ordinary course of business, such as
claims to enforce liens, condemnation proceedings on properties in
which the Company holds security interests, claims involving the
making and servicing of real property loans, and other issues incident
to the business of the Company. There were no lawsuits pending or
known to be contemplated against the Company at June 30, 1997 that
would have a material effect on the operations or income of the
Company or the Bank, taken as a whole.
Item 2. Changes in Securities - Not applicable.
Item 3. Defaults upon Senior Securities - Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders - Not applicable.
Item 5. Other Information - Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - Exhibit 11 - Statement Regarding Computation of
Earnings per Share
Exhibit 27 - Financial Data Schedule (electronic filing
only)
(b) Reports on Form 8-K - On May 23, 1997, the Registrant filed a
Current Report on Form 8-K with the SEC announcing the signing of an
agreement providing for the merger of Delta Federal Savings Bank, FSB,
Delta, Colorado ("Delta") into First Federal Bank of Colorado
("FFBC"), a subsidiary of the Registrant. FFBC will purchase 100% of
the outstanding stock of Delta. Each share of Delta Common Stock will
be exchanged for Registrant Common Stock valued at $30.00. The number
of shares to be exchanged for Delta Common Stock will be determined
based upon the market price of the Registrant's Common Stock during
the 20 trading days prior to the closing date. It is anticipated that
the transaction will close during the fourth quarter of 1997.
-17-
<PAGE>
FIRST COLORADO BANCORP, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
First Colorado Bancorp, Inc. (Registrant)
Date: August 12, 1997 By: /s/ Malcolm E. Collier, Jr.
---------------------------
Malcolm E. Collier, Jr.
Chairman of the Board
Chief Executive Officer
Date: August 12, 1997 By: /s/ Brian L. Johnson
--------------------
Brian L. Johnson
Executive Vice President
Treasurer
-18-
FIRST COLORADO BANCORP, INC.
EXHIBIT 11
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
For the three months For the six months
Ended June 30, Ended June 30,
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Income (000's) $ 4,025 $ 4,927 $ 8,840 $ 9,264
========== ========== ========== ==========
Weighted Average Shares Outstanding 15,487,344 18,916,478 15,745,406 18,892,658
Common stock equivalents due to dilutive
effect of stock options 433,620 176,993 433,620 176,993
---------- ---------- ---------- ----------
Total weighted average common shares
and equivalents outstanding 15,920,964 19,093,471 16,179,026 19,069,651
========== ========== ========== ==========
Primary Earnings Per Share $ 0.25 $0.26 $0.55 $0.49
========== ========== ========== ==========
Weighted Average Shares Outstanding 15,487,344 18,916,478 15,745,406 18,892,658
Common stock equivalents due to dilutive
effect of stock options using end of
period market value versus average
market value for period when utilizing
the treasury stock method regarding stock
options 536,939 178,289 536,939 178,289
---------- ---------- ---------- ----------
Total weighted average common shares and
equivalents outstanding for fully diluted
computation 16,024,283 19,094,767 16,282,345 19,070,947
========== ========== ========== ==========
Fully diluted earnings per share $ 0.25 $0.26 $0.54 $0.49
========== ========== ========== ==========
</TABLE>
Earnings per share of common stock for the three and six month periods ended
June 30, 1997 and June 30, 1996 has been determined by dividing net income for
the period by the weighted average number of shares of common stock outstanding,
net of unearned ESOP shares of 1,072,303 and 1,206,341, respectively.
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 19,190
<INT-BEARING-DEPOSITS> 5,261
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 13,205
<INVESTMENTS-CARRYING> 318,211
<INVESTMENTS-MARKET> 305,614
<LOANS> 1,103,996
<ALLOWANCE> 4,182
<TOTAL-ASSETS> 1,509,861
<DEPOSITS> 1,145,562
<SHORT-TERM> 39,200
<LIABILITIES-OTHER> 27,143
<LONG-TERM> 103,243
0
0
<COMMON> 2,013
<OTHER-SE> 192,700
<TOTAL-LIABILITIES-AND-EQUITY> 1,509,861
<INTEREST-LOAN> 42,596
<INTEREST-INVEST> 10,155
<INTEREST-OTHER> 197
<INTEREST-TOTAL> 52,948
<INTEREST-DEPOSIT> 25,134
<INTEREST-EXPENSE> 4,265
<INTEREST-INCOME-NET> 23,549
<LOAN-LOSSES> 554
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 11,702
<INCOME-PRETAX> 14,082
<INCOME-PRE-EXTRAORDINARY> 8,840
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,840
<EPS-PRIMARY> .55
<EPS-DILUTED> .54
<YIELD-ACTUAL> 3.25
<LOANS-NON> 2,181
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 58
<ALLOWANCE-OPEN> 4,017
<CHARGE-OFFS> 239
<RECOVERIES> 15
<ALLOWANCE-CLOSE> 4,182
<ALLOWANCE-DOMESTIC> 4,182
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
