<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file Number 0-4543
MARK TWAIN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-0895344
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
8820 Ladue Road
St. Louis, Missouri
(Address of principal executive offices)
63124
(Zip Code)
Registrant's telephone number, including area code:
(314) 727-1000
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 / /
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by
this report.
Class Outstanding at June 30, 1996
Common Stock, $1.25 par value 16,005,641
<PAGE> 2
MARK TWAIN BANCSHARES, INC.
AND SUBSIDIARIES
Index
Part I. - Financial Information
Item 1. - Financial Statements
Condensed Consolidated Balance Sheet
June 30, 1996 and 1995 (unaudited)
and December 31, 1995.................................3
Condensed Consolidated Statement of Income
for the three and six month periods
ended June 30, 1996 and 1995 (unaudited)..............4
Condensed Consolidated Statement of Cash
Flows for the six month periods ended
June 30, 1996 and 1995 (unaudited)....................5
Notes to Condensed Consolidated Financial
Statements (unaudited)................................6
Item 2. - Management's Discussion and Analysis
of Financial Condition and Results of Operations......7
Part II. - Other Information......................................19
Item 6. - Exhibits and Reports on Form 8-K......................19
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
<TABLE>
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
<CAPTION>
June 30, December 31,
-------------------------
(in thousands of dollars) 1996 1995 1995
- ------------------------------------------------------------------------------------ ------------ ------------
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 129,380 $ 122,345 $ 156,207
Federal funds sold and securities
purchased under resale agreements 6,020 12,050 7,900
Held to maturity securities 234,962 333,511 244,094
Available for sale securities 432,088 233,155 445,808
Trading securities 23,229 29,988 63,579
Loans, net of allowance for loan losses of
$31,198, $29,961 and $30,508, respectively 1,984,979 1,903,179 1,941,431
Premises and equipment 20,416 21,982 20,764
Accrued income receivable 18,482 17,940 17,830
Other assets 51,288 79,389 70,618
- ---------------------------------------------------------------------------------- ---------- ----------
Total assets $2,900,844 $2,753,539 $2,968,231
- ------------------------------------------------------------------------========== ========== ==========
LIABILITIES
Non-interest bearing deposits $ 441,976 $ 425,575 $ 519,155
Interest bearing deposits 1,919,925 1,892,080 1,938,237
- ---------------------------------------------------------------------------------- ---------- ----------
Total deposits 2,361,901 2,317,655 2,457,392
- ---------------------------------------------------------------------------------- ---------- ----------
Short-term borrowings 231,469 102,635 165,731
Other liabilities 31,202 57,545 50,712
Long-term debt 3,375 19,876 18,490
- ---------------------------------------------------------------------------------- ---------- ----------
Total liabilities 2,627,947 2,497,711 2,692,325
- ---------------------------------------------------------------------------------- ---------- ----------
SHAREHOLDERS' EQUITY
Common stock, $1.25 par value, authorized
30,000,000 shares, issued 16,508,220,
16,421,009 and 16,508,220 shares, respectively 20,635 20,526 20,635
Surplus 63,248 61,837 63,630
Undivided profits 210,346 178,846 194,888
Net unrealized gains (losses) on available
for sale securities (6,052) (1,098) 1,026
- ---------------------------------------------------------------------------------- ---------- ----------
288,177 260,111 280,179
Less common treasury stock at cost, 502,579,
400,343, and 362,685 shares, respectively 15,280 4,283 4,273
- ---------------------------------------------------------------------------------- ---------- ----------
Total shareholders' equity 272,897 255,828 275,906
- ---------------------------------------------------------------------------------- ---------- ----------
Total liabilities and shareholder's equity $2,900,844 $2,753,539 $2,968,231
- ------------------------------------------------------------------------========== ========== ==========
See notes to condensed consolidated financial statements.
</TABLE>
PAGE> 4
<TABLE>
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<CAPTION>
For the Six Months For the Three Months
Ended June 30, Ended June 30,
(in thousands of dollars except per share data) 1996 1995 1996 1995
- ------------------------------------------------------------------------------------------------ ---------------------
<S> <C> <C> <C> <C>
INTEREST FROM EARNING ASSETS
Interest and fees on loans $ 89,223 $ 89,226 $44,448 $45,773
Interest on held to maturity securities:
Taxable 7,861 11,491 3,871 5,666
Non-taxable 68 109 34 34
Interest on available for sale securities 14,040 7,409 6,957 3,674
Interest on trading securities 1,857 1,435 663 819
Interest on federal funds sold and securities
purchased under resale agreements 229 299 191 204
- ------------------------------------------------------------------------------------------------ --------------------
Total interest income 113,278 109,969 56,164 56,170
- ------------------------------------------------------------------------------------------------ --------------------
INTEREST EXPENSE
Interest on deposits 44,001 39,684 21,669 20,957
Interest on short-term borrowings 6,276 5,314 3,115 2,676
Interest on long-term debt 274 784 62 390
- ------------------------------------------------------------------------------------------------ --------------------
Total interest expense 50,551 45,782 24,846 24,023
- ------------------------------------------------------------------------------------------------ --------------------
Net interest income 62,727 64,187 31,318 32,147
Provision for loan losses 1,495 2,631 514 1,299
- ------------------------------------------------------------------------------------------------ --------------------
Net interest income after provision for loan losses 61,232 61,556 30,804 30,848
- ------------------------------------------------------------------------------------------------ --------------------
OTHER INCOME
Service charges on deposit accounts 4,005 3,417 2,063 1,720
Securities transactions 234 46 - -
Other income 15,232 14,842 7,441 7,621
- ------------------------------------------------------------------------------------------------ --------------------
Total other income 19,471 18,305 9,504 9,341
- ------------------------------------------------------------------------------------------------ --------------------
OTHER EXPENSES
Salaries 21,359 20,568 10,485 10,331
Employee benefits 3,852 3,633 1,735 1,727
Net occupancy expense 4,459 4,714 2,260 2,256
Furniture and equipment expense 1,750 1,977 877 965
Other expenses 9,527 12,988 4,596 6,676
- ------------------------------------------------------------------------------------------------ --------------------
Total other expenses 40,947 43,880 19,953 21,955
- ------------------------------------------------------------------------------------------------ --------------------
Income before income taxes 39,756 35,981 20,355 18,234
Applicable income taxes 14,250 12,988 7,370 6,609
- ------------------------------------------------------------------------------------------------ --------------------
Net income $ 25,506 $ 22,993 $12,985 $11,625
- ---------------------------------------------------------------------------===================== ====================
NET INCOME PER SHARE
- ------------------------------------------------------------------------------------------------ --------------------
Primary $1.55 $1.42 $0.80 $0.72
- ------------------------------------------------------------------------------================== ====================
Fully diluted $1.54 $1.38 $0.79 $0.70
- ------------------------------------------------------------------------------================== ====================
COMMON DIVIDENDS PAID PER SHARE $0.62 $0.54 $0.31 $0.27
- ------------------------------------------------------------------------------================== ====================
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE> 5
<TABLE>
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<CAPTION>
For the Six Months
Ended June 30,
(in thousands of dollars) 1996 1995
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 25,506 $ 22,993
Adjustments to reconcile net cash provided by operating activities:
Provision for loan losses 1,495 2,631
Provision for depreciation and amortization 2,051 2,459
Amortization of security premiums and accretion of discounts (407) (433)
Net decrease in trading securities 40,350 2,921
Securities transactions (234) (46)
Increase in accrued income receivable (652) (368)
Increase (decrease) in interest payable (614) 1,173
Other 1,651 10,738
- ----------------------------------------------------------------------------------------- --------
Net cash provided by operating activities 69,146 42,068
- ----------------------------------------------------------------------------------------- --------
INVESTING ACTIVITIES
Net increase in loans (45,831) (74,125)
Proceeds from sales of foreclosed property 2,757 1,903
Net (increase) decrease in premises and equipment (989) 3,862
Purchase of assets to be leased (81) (523)
Proceeds from sale of available for sale securities 36,175 5,676
Proceeds from maturities and prepayments of available for sale securities 33,202 11,771
Purchase of available for sale securities (65,846) (1,311)
Proceeds from maturities and prepayments of held to maturity securities 28,138 24,239
Purchase of held to maturity securities (19,073) (10,168)
- ----------------------------------------------------------------------------------------- --------
Net cash used by investing activities (31,548) (38,676)
- ----------------------------------------------------------------------------------------- --------
FINANCING ACTIVITIES
Net increase (decrease) in deposits (95,491) 45,598
Net increase (decrease) in short-term borrowings 65,738 (45,483)
Payments on long-term debt (11,580) (32)
Cash dividends (10,048) (8,660)
Purchase of treasury stock (16,256) (3,145)
Reissuance of treasury stock 1,332 1,178
- ----------------------------------------------------------------------------------------- --------
Net cash used by financing activities (66,305) (10,544)
- ----------------------------------------------------------------------------------------- --------
Decrease in cash and cash equivalents (28,707) (7,152)
Cash and cash equivalents at beginning of period 164,107 141,547
- ----------------------------------------------------------------------------------------- --------
Cash and cash equivalents at end of period $135,400 $134,395
- ---------------------------------------------------------------------------------======== ========
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE> 6
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three and six month periods ended June 30, 1996 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 1996. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
NOTE B--MERGER OF BANKS
On February 6, 1995, United Kansas Bank & Trust, which was acquired in
November 1994, was merged into Mark Twain Kansas Bank. On November 6,
1995, Mark Twain Kansas Bank was merged into Mark Twain Kansas City Bank.
NOTE C--PREMISES AND EQUIPMENT
In June 1995 the Company sold a low- to moderate-income housing project
which it owned and operated. The proceeds from the sale approximated the
book value of $5.0 million.
NOTE D--LONG-TERM DEBT
On January 16, 1996, the Company instructed the trustee to call the 8 1/2%
debentures due 1999 for redemption at a premium over par of 1% effective
March 1, 1996. The outstanding balance of the debentures at the time of
redemption was $11,579,000.
NOTE E--SUBSEQUENT EVENTS
On May 8, 1996, the Company announced that it has reached an agreement with
Northland Bancshares, Inc. (Northland), owner of First National Bank of
Platte County, in Kansas City, Missouri (approximately $72 million in
assets), for the merger of Northland into a Mark Twain subsidiary.
Consummation of this transaction is expected to occur in the fourth quarter
of 1996 and will be accounted for as a pooling of interests. On July 17,
1996, the Company announced that it has reached an agreement with First
City Bancshares, Incorporated of Springfield, Missouri (First City), owner
of First City National Bank, in Springfield, Missouri (approximately $90
million in assets), for the merger of First City into a Mark Twain
subsidiary. Consummation of this transaction is expected to occur in the
fourth quarter of 1996 and will be accounted for as a purchase. These
pending acquisitions, both individually and in the aggregate, do not
<PAGE> 7
NOTES (continued)
represent the acquisition of significant subsidiaries as defined in
Regulation S-X.
On August 5, 1996, the Company announced that it has begun the process to
list its common stock on the New York Stock Exchange. It is anticipated
that its common stock will begin trading on the New York Stock Exchange in
September under the symbol MTB.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ----------------------
At June 30, 1996 the Company achieved increases in total assets, total
loans, earning assets and deposits over June 30, 1995 levels. Net income
for the three month period ended June 30, 1996 was $12.985 million, an
increase of $1.360 million or 11.70% from the second quarter of 1995.
Primary earnings per share for the second quarter of 1996 increased 11.11%
to total $0.80, compared to $0.72 for the second quarter of 1995. Fully
diluted earnings per share for the second quarter of 1996 was $0.79, an
increase of 12.86% over $0.70 for the second quarter of 1995. Net income
for the six month period ended June 30, 1996 was $25.506 million, an
increase of $2.513 million or 10.93% over the first half of 1995. Primary
earnings per share for first six months of 1996 was $1.55, an increase of
9.15% over the same period last year. Fully diluted earnings per share for
the first six months of 1996 was $1.54, an increase of 11.59% over $1.38
for the first six months of 1995. Selected comparisons are as follows (in
millions of $):
<TABLE>
<CAPTION>
June 30,
-----------------------
1996 1995 % Change
--------------------------------------
<S> <C> <C> <C>
Total assets $2,900.8 $2,753.5 5.35%
Total loans 2,016.2 1,933.1 4.30%
Total earning assets 2,722.3 2,543.6 7.02%
Total deposits 2,361.9 2,317.7 1.91%
</TABLE>
<TABLE>
NET INTEREST INCOME
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
1996 1995 % Change 1996 1995 % Change
--------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Average loans $1,990.4 $1,893.7 5.10% $1,997.4 $1,920.2 4.02%
Average earning assets 2,752.7 2,535.1 8.58% 2,748.4 2,563.5 7.22%
Average deposits 2,357.0 2,222.5 6.05% 2,357.5 2,251.0 4.73%
Net interest income (FTE) 63.3 64.8 (2.41%) 31.6 32.5 (2.65%)
Net interest margin 4.62% 5.16% (54 basis 4.62% 5.08% (46 basis
points) points)
</TABLE>
<PAGE> 8
(Net Interest Income continued)
Measured on a fully tax equivalent basis, net interest income totaled $31.6
million for the second quarter of 1996 compared to $32.5 million for the
second quarter of 1995 and $31.7 million in the first quarter of 1996. Net
interest margin for the second quarter of 1996 was 4.62% compared to 5.08%
for the second quarter of 1995 and 4.62% for the first quarter of 1996. For
the first six months of 1996, net interest income, measured on a fully tax
equivalent basis, totaled $63.3 million compared to $64.8 million for the
second half of 1995. Net interest margin for the first six months of 1996
was 4.62% compared to 5.16% for the same period last year. Due to
competitive factors, a decline in the prime rate and increased securities
purchases this year, the net interest margin decline was anticipated. The
average prime rate for the first six months and the second quarter of 1996
were 62 and 75 basis points, respectively, less than the average prime rate
for the same periods of 1995. As earning assets and interest bearing
liabilities repriced during 1995 and 1996 with the gradual decline in
interest rates and as the mix of earning assets and interest bearing
liabilities changed between periods, the gross yield on earning assets
decreased 49 basis points for the first six months of 1996 and 58 basis
points for the second quarter of 1996 compared to 1995 levels. The average
cost of interest bearing liabilities increased 8 basis points for the first
six months of 1996 but decreased 13 basis points for the second quarter of
1996 compared to the same periods last year. The interest rate spread for
the first six months of 1996 decreased 57 basis points to 3.71% compared to
the same period last year. The ratio of average interest bearing
liabilities to average earning assets decreased to 80.36% for the first six
months of 1996 compared to 80.66% for the first six months of 1995. The
interest rate spread for the second quarter of 1996 decreased 45 basis
points to 3.73% compared to the second quarter of 1995. The ratio of
average interest bearing liabilities to average earning assets decreased to
80.18% for the second quarter of 1996 compared to 80.64% for the same
period in 1995.
Average earning assets totaled $2,748.4 million for the second quarter of
1996 compared to $2,563.5 million for the second quarter of 1995, an
increase of $185.0 million or 7.22%. Increases in average loan volume
continued with loans averaging $1,997.4 million for the second quarter of
1996 compared to $1,920.2 million for the second quarter of 1995 (an
increase of $77.2 million) and $1,983.4 million for the first quarter of
1996 (an increase of $14.0 million). Available for sale and held to
maturity securities averaged $695.2 million for the second quarter of 1996,
an increase of $115.4 million compared to the same period last year.
Average deposit volume for the second quarter of 1996 increased $106.5
million to $2,357.5 million compared to the same period in 1995. Average
time deposits increased $60.1 million in the second quarter of 1996 as
compared to the second quarter of 1995. Savings and money market deposits
increased $24.5 million and interest bearing demand deposits increased $5.5
million for the same respective periods. Non-interest bearing demand
deposits increased $16.4 million and comprised 17.34% of average deposits
for the second quarter of 1996 compared to 17.44% for the same period last
year. Average long-term debt decreased $16.3 million, primarily due to the
redemption of the 8 1/2% debentures on March 1, 1996.
<PAGE> 9
<TABLE>
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL
The following table shows the condensed average balance sheets for each of the interim periods presented, and the average yield on
such categories of interest earning assets and the average rates paid on such categories of interest bearing liabilities for each
of the periods reported.
<CAPTION>
Six Months Ended June 30, 1996 Six Months Ended June 30, 1995
------------------------------------- -------------------------------------
Average Yield/ Average Yield/
(in thousands of dollars) Balance Interest Rate Balance Interest Rate
- ----------------------------------------------------------------------------- -------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest earning assets:
Loans <F1><F2> $1,990,354 $ 89,685 9.06% $1,893,702 $ 89,760 9.56%
Taxable held to maturity securities 242,891 7,861 6.51% 343,366 11,491 6.75%
Non-taxable held to maturity securities<F1> 2,604 104 8.03% 3,949 168 8.58%
Available for sale securities<F1> 451,088 14,070 6.27% 240,615 7,449 6.24%
Trading securities 57,981 1,857 6.44% 43,666 1,435 6.63%
Federal funds sold and securities
purchased under resale agreements 7,744 229 5.95% 9,795 299 6.16%
- ------------------------------------------------------------------------------ ----------------------------------
Total interest earning assets 2,752,662 113,806 8.31% 2,535,093 110,602 8.80%
- ------------------------------------------------------------------------------ ----------------------------------
Cash and due from banks 109,579 106,511
Other assets 111,974 121,351
FASB No. 115 allowance (2,232) (9,784)
Allowance for loan losses (30,940) (29,281)
- ------------------------------------------------------ ----------
Total $2,941,043 $2,723,890
- --------------------------------------------========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Interest bearing demand deposits $ 229,945 2,260 1.98% $ 228,762 2,419 2.13%
Savings and money market deposits 683,214 12,359 3.64% 682,632 12,862 3.80%
Time deposits 1,040,436 29,382 5.68% 922,510 24,403 5.33%
Short-term borrowings 250,572 6,276 5.04% 190,713 5,314 5.62%
Long-term debt 7,929 274 6.95% 20,123 784 7.86%
- ------------------------------------------------------------------------------ ----------------------------------
Total interest bearing liabilities 2,212,096 50,551 4.60% 2,044,740 45,782 4.52%
- ------------------------------------------------------------------------------ ----------------------------------
Non-interest bearing deposits 403,384 388,635
Other liabilities 48,693 45,053
Shareholders' equity 276,870 245,462
- ------------------------------------------------------ ----------
Total $2,941,043 $2,723,890
- --------------------------------------------========== ==========
Net interest income $ 63,255 $ 64,820
- -----------------------------------------------------------======== ========
Net interest margin 4.62% 5.16%
- -------------------------------------------------------------------------===== =====
<FN>
<F1>Adjusted to a fully taxable basis using federal statutory rate of 35% in 1996 and 1995.
<F2>Includes non-accrual loans.
</FN>
</TABLE>
<PAGE> 10
<TABLE>
DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL
(continued)
<CAPTION>
Three Months Ended June 30, 1996 Three Months Ended June 30, 1995
------------------------------------- -------------------------------------
Average Yield/ Average Yield/
(in thousands of dollars) Balance Interest Rate Balance Interest Rate
- ----------------------------------------------------------------------------- -------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest earning assets:
Loans <F1><F2> $1,997,351 $44,694 9.00% $1,920,233 $46,045 9.62%
Taxable held to maturity securities 239,981 3,871 6.49% 338,519 5,666 6.71%
Non-taxable held to maturity securities<F1> 2,612 52 8.01% 2,613 53 8.14%
Available for sale securities<F1> 452,612 6,972 6.20% 238,717 3,694 6.21%
Trading securities 42,749 663 6.24% 50,168 819 6.55%
Federal funds sold and securities
purchased under resale agreements 13,129 191 5.85% 13,218 204 6.19%
- ------------------------------------------------------------------------------ ----------------------------------
Total interest earning assets 2,748,434 56,443 8.26% 2,563,468 56,481 8.84%
- ------------------------------------------------------------------------------ ----------------------------------
Cash and due from banks 110,839 107,076
Other assets 110,288 138,240
FASB No. 115 allowance (6,080) (6,519)
Allowance for loan losses (31,233) (29,471)
- ------------------------------------------------------ ----------
Total $2,932,248 $2,772,794
- --------------------------------------------========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Interest bearing demand deposits $ 232,011 1,131 1.96% $ 226,533 1,199 2.12%
Savings and money market deposits 697,829 6,295 3.63% 673,272 6,499 3.87%
Time deposits 1,018,735 14,243 5.62% 958,640 13,259 5.55%
Short-term borrowings 251,327 3,115 4.98% 188,805 2,676 5.68%
Long-term debt 3,689 62 6.76% 19,980 390 7.83%
- ------------------------------------------------------------------------------ ----------------------------------
Total interest bearing liabilities 2,203,591 24,846 4.53% 2,067,230 24,023 4.66%
- ------------------------------------------------------------------------------ ----------------------------------
Non-interest bearing deposits 408,894 392,525
Other liabilities 45,264 62,980
Shareholders' equity 274,499 250,059
- ------------------------------------------------------ ----------
Total $2,932,248 $2,772,794
- --------------------------------------------========== ==========
Net interest income $31,597 $32,458
- ------------------------------------------------------------======= =======
Net interest margin 4.62% 5.08%
- -------------------------------------------------------------------------===== =====
<FN>
<F1>Adjusted to a fully taxable basis using federal statutory rate of 35% in 1996 and 1995.
<F2>Includes non-accrual loans.
</FN>
</TABLE>
<PAGE> 11
<TABLE>
The following table sets forth, on a tax equivalent basis, the effect of changes in interest income and interest
expense resulting from changes in volumes and rates for the six and three months ended June 30, 1996.
<CAPTION>
Six Months Ended June 30,
1996 Compared to 1995
-------------------------------------------
Increase (Decrease) Total
Attributable to Change in<F1> Increase
(in thousands of dollars) Volume Rate (Decrease)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INTEREST INCOME
Loans $ 4,466 $(4,541) $ (75)
Taxable held to maturity securities (3,263) (367) (3,630)
Non-taxable held to maturity securities (54) (10) (64)
Available for sale securities 6,565 56 6,621
Trading securities 459 (37) 422
Federal funds sold and securities
purchased under resale agreements (61) (9) (70)
- ----------------------------------------------------------------------------- ------- -------
Total increase (decrease) in interest earned on assets 8,112 (4,908) 3,204
- ----------------------------------------------------------------------------- ------- -------
INTEREST EXPENSE
Interest bearing demand deposits 13 (172) (159)
Savings and money market deposits 11 (514) (503)
Time deposits 3,257 1,722 4,979
Short-term borrowings 1,540 (578) 962
Long-term debt (430) (80) (510)
- ----------------------------------------------------------------------------- ------- -------
Total increase in interest paid on liabilities 4,391 378 4,769
- ----------------------------------------------------------------------------- ------- -------
Total increase (decrease) in net interest income $ 3,721 $(5,286) $(1,565)
- ----------------------------------------------------------------------======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended June 30,
1996 Compared to 1995
-------------------------------------------
Increase (Decrease) Total
Attributable to Change in<F1> Increase
(in thousands of dollars) Volume Rate (Decrease)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INTEREST INCOME
Loans $ 1,803 $(3,154) $(1,351)
Taxable held to maturity securities (1,596) (199) (1,795)
Non-taxable held to maturity securities - (1) (1)
Available for sale securities 3,295 (17) 3,278
Trading securities (117) (39) (156)
Federal funds sold and securities
purchased under resale agreements (1) (12) (13)
- ----------------------------------------------------------------------------- ------- -------
Total increase (decrease) in interest earned on assets 3,384 (3,422) (38)
- ----------------------------------------------------------------------------- ------- -------
INTEREST EXPENSE
Interest bearing demand deposits 28 (96) (68)
Savings and money market deposits 231 (435) (204)
Time deposits 839 145 984
Short-term borrowings 805 (366) 439
Long-term debt (280) (48) (328)
- ----------------------------------------------------------------------------- ------- -------
Total increase (decrease) in interest paid on liabilities 1,623 (800) 823
- ----------------------------------------------------------------------------- ------- -------
Total increase (decrease) in net interest income $ 1,760 $(2,621) $ (861)
- ----------------------------------------------------------------------======= ======= =======
<FN>
<F1> For the purposes of this table, changes which are not due solely to volume changes or rate changes are
allocated to such categories based on the respective percentage changes in average balances and average rates.
</FN>
</TABLE>
<PAGE> 12
<TABLE>
NON-INTEREST INCOME
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Six Months Ended June 30, 1996 1995 % Change
- -----------------------------------------------------------------------------------------------------------------
(in thousands of dollars)
<S> <C> <C> <C>
Service charges on deposit accounts $ 4,005 $ 3,417 17.21%
Securities transactions 234 46 408.70%
Bond Division revenue 6,888 6,118 12.59%
Brokerage revenue 2,705 2,065 30.99%
Trust Division revenue 3,303 3,062 7.87%
Net gains (losses) on sales of foreclosed real estate 280 (53) -
All other income 2,056 3,650 (43.67%)
- ------------------------------------------------------------------ ------ -------
Total non-interest income $19,471 $18,305 6.37%
- -----------------------------------------------------------======= ======= =======
</TABLE>
Non-interest income of $19.471 million increased $1.166 million or 6.37%
for the first six months of 1996 as compared to the same period of 1995.
Non-interest income for the three month period ended June 30, 1996 was
$9.504 million, an increase of $163 thousand from the second quarter of
1995.
Service charges on deposit accounts showed an increase of $588 thousand or
17.21% in the first six months of 1996 as compared to the same period in
1995. Second quarter 1996 service charges on deposit accounts showed an
increase of $343 thousand from second quarter of last year. The increase
is attributed to a reduction in the earnings credit rates paid to
commercial accounts to offset the cost of deposit services combined with an
increase in the fee charged for NSF checks.
Gains totaling $234 thousand on sales of available for sale securities were
realized in the first quarter of 1996. Proceeds from the sale of these
securities were $36.175 million. In the first quarter of 1995, $5.676
million of available for sale securities were sold with gains totaling $46
thousand. There were no sales of securities in the second quarter of
either year.
The Capital Markets Group (including Bond and Brokerage operations) showed
an increase of $1.410 million or 17.23% in revenues for the six month
period ending June 30, 1996 as compared to the same period last year. Bond
Division revenues increased $770 thousand or 12.59% in the first six months
of 1996 compared to the first six months of 1995. Foreign exchange
revenues accounted for $479 thousand of the increase. Brokerage revenues
increased $640 thousand or 30.99% in the first six months of 1996 compared
to the same period last year. Bond Division and Brokerage revenues for the
second quarter of 1996 showed a decrease of $239 thousand and an increase
of $311 thousand, respectively, from second quarter 1995.
Trust Division revenues increased $241 thousand or 7.87% for the first six
months of 1996 compared to the same period last year as a result of an
expanded customer base and fees associated from increased sales of
proprietary mutual funds.
<PAGE> 13
(Non-interest Income continued)
Net gains recognized on sales of foreclosed property for the first six
months of 1996 were $280 thousand, with $250 thousand occurring in the
second quarter. Proceeds from sales of foreclosed property totaled $2.757
million to date this year. A net loss on foreclosed property of $53
thousand was recognized in the first six months of 1995 with proceeds of
$1.903 million.
All other income decreased $1.594 million or 43.67% for the first six
months of 1996 as compared to the same period of 1995. Changes in the
market value of the Company's proprietary trading accounts showed a net
loss of $281 thousand for the six months of 1996 compared to a net gain of
$1.160 million for the first six months of 1995, resulting in a decrease
period to period of $1.441 million. Rental income decreased $419 thousand
for the first six months of 1996 compared to the same period last year due
to the sale of a low- to moderate-income housing project, owned and
operated by the Company, in June of 1995 (related operating expense
reductions discussed later). These decreases period to period were offset
by a $142 thousand gain on sale of land in the second quarter of 1996. All
other income decreased $629 thousand for the second quarter of 1996
compared to the second quarter of 1995 due primarily to the same reasons
discussed above.
<TABLE>
NON-INTEREST EXPENSE
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Six Months Ended June 30, 1996 1995 % Change
- -----------------------------------------------------------------------------------------------------------------------
(in thousands of $)
<S> <C> <C> <C>
Salary expense $21,359 $20,568 3.85%
Employee benefits 3,852 3,633 6.03%
Net occupancy 4,459 4,714 (5.41%)
FDIC premiums 5 2,457 (99.80%)
Furniture & equipment 1,750 1,977 (11.48%)
Advertising 671 1,015 (33.89%)
Data processing 2,402 2,261 6.24%
Legal fees 488 428 14.02%
Postage & freight 770 777 (0.90%)
Amortization expense 543 410 32.44%
Expenses on foreclosed property 136 185 (26.49%)
Taxes other than income 252 215 17.21%
Other 4,260 5,240 (18.70%)
- -------------------------------------------------------------------- ------- -------
Total non-interest expense $40,947 $43,880 (6.68%)
- -------------------------------------------------------------======= ======= =======
</TABLE>
Non-interest expense for the first six months of 1996 was $40.947 million
compared to $43.880 million for the first six months of 1995, a decrease of
$2.933 million or 6.68%. The Company's efficiency ratio year-to-date was
49.64% compared to 52.82% for the same period last year. Non-interest
expense for the second quarter of 1996 of $19.953 million, decreased $2.002
million or 9.12% compared to the second quarter of 1995.
Salary expense for the six month period of 1996 increased $791 thousand or
3.85% as compared to the same period last year. Excluding the effect of
commissions and bonuses, salary expense increased $339 thousand or 2.23%.
The number of full time equivalent employees was 999 at June 30, 1996
compared to 971 at June 30, 1995. Commission and bonus expense increased
<PAGE> 14
(Non-interest Expense continued)
8.45% for the first six months of 1996 compared to the first six months of
1995. The increase is related to the sales revenues reported by the
Company's fee divisions and can be attributed to the Capital Markets Group
year-to-date performance exceeding the first six months of last year as
discussed earlier. Employee benefit expense increased $219 thousand or
6.03% for the first six months of 1996 as compared to the same period in
1995 and is primarily due to increased employee retirement expense
resulting from changes in actuarial assumptions.
Net occupancy expense decreased $255 thousand or 5.41% for the first six
months of 1996 as compared to the same period last year. As discussed
earlier, the sale of a low-to-moderate-income housing project owned and
operated by the Company resulted in a $355 thousand reduction in expenses
associated with the property from period to period. This decrease was
offset by a slight increase in utilities expense and building repairs and
maintenance from period to period.
FDIC premiums expense decreased $2.452 million or 99.80%. In August 1995,
the FDIC Board of Directors voted to reduce deposit insurance premiums to
$.04 from $.23 per $100 of assessable deposits. The effective date for the
premium change was June 1, 1995. In 1996, the premium charged to the
Company's bank subsidiaries was reduced to $2 thousand per charter per
year.
Furniture and equipment expense decreased $227 thousand or 11.48% for the
first six months of 1996 compared to the same period in 1995. The decline
is due to a general decrease in depreciation expense and includes computer
hardware which became fully depreciated in the second quarter of 1995.
Advertising expense decreased $344 thousand or 33.89% for the first six
months of 1996 from the same period of 1995. The first six months of 1995
included expenditures for a television advertising campaign not repeated in
1996.
Legal fees increased $60 thousand or 14.02% for the first six months of
1996 as compared to the same period last year. Legal fees for the second
quarter of 1996 compared to second quarter 1995 decreased $78 thousand.
Differences in the timing of legal fees incurred resulted in variances
quarter to quarter and year to year.
Amortization expense increased $133 thousand or 32.44% for the first six
months of 1996 compared to the same period of 1995 and is primarily
attributed to increased capital note fee amortization. On March 1, 1996
the Company called for the redemption of its 8 1/2% debentures due 1999 at
a 1% premium over par. Amortization expense related to these debentures
for the first six months of 1996 increased $92 thousand compared to the
same period last year. Amortization expense for the 7% convertible
subordinated notes increased $39 thousand for the same respective period as
a result of increased conversion of the notes.
<PAGE> 15
(Non-interest Expense continued)
Expenses on foreclosed property decreased $49 thousand or 26.49% for the
first six months of 1996 compared to the first six months of last year.
Foreclosed property at June 30, 1996 totaled $4.436 million compared to
$9.520 million at June 30, 1995, a decrease of $5.084 million.
Other non-interest expense for the first six months of 1996 decreased $980
thousand or 18.70% from the same period last year. Insurance expense
decreased $272 thousand for the first six months of 1996 as compared to the
same period in 1995 related to an increase in the cash surrender value of
life insurance policies offsetting the premium expense. Operating expenses
related to a low- to moderate-income housing project sold in June 1995, as
discussed earlier, decreased $175 thousand from the same period last year.
Valuation adjustments of $162 thousand were made to miscellaneous
investments in 1995. Consulting expense, six month period to period,
decreased $144 thousand. Last year's expense included an individual
consulting contract which terminated at year-end 1995 and consulting
engagements running throughout 1995 for the purpose of enhancing banking
based non-interest revenues and improving operational flow. Conventions
and meeting expense decreased $104 thousand period to period in 1996 due to
a Director Trip last year. A renegotiated customer check printing contract
resulted in a $102 thousand reduction of stationary and supplies expense in
1996. Due to increased loan activity, the deferral of loan costs recorded
as a reduction of non-interest expense in accordance with SFAS No. 91
increased, resulting in a reduction in expense of $118 thousand period to
period. The above reductions in non-interest expense were offset by a 1%
call premium of $116 thousand paid on the redemption of the 8 1/2%
debentures on March 1, 1996.
Other non-interest expense for the second quarter of 1996 decreased $681
thousand compared to second quarter 1995. Consulting expense, as discussed
above, decreased $149 thousand period to period. Deferral of loan costs
attributed to an expense reduction of $128 thousand. Operating expenses
related to the low- to moderate-income housing project sold in June 1995
decreased $84 thousand from the same period last year. Valuation
adjustments to miscellaneous investments in 1995 accounted for $81 thousand
of the decrease. Insurance expense decreased $62 thousand. Operating
losses decreased $45 thousand. The remaining reduction of expense for
second quarter of 1996 compared to second quarter of 1995 was comprised of
various other miscellaneous categories.
<PAGE> 16
<TABLE>
SUMMARY OF ALLOWANCE FOR LOAN LOSSES
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
--------------------------- -----------------------------
(in thousands of dollars) 1996 1995 1996 1995
- ----------------------------------------------------------------------------------- -----------------------------
<S> <C> <C> <C> <C>
Allowance at beginning of period $30,508 $28,894 $31,198 $29,047
Charge-offs (1,584) (2,047) (835) (774)
Recoveries 779 483 321 389
- ----------------------------------------------------------------------------------- ----------------------------
Net charge-offs (805) (1,564) (514) (385)
- ----------------------------------------------------------------------------------- ----------------------------
Additions to allowance charged to expense 1,495 2,631 514 1,299
- ----------------------------------------------------------------------------------- ----------------------------
Allowance at end of period $31,198 $29,961 $31,198 $29,961
- ----------------------------------------------------------========================= ============================
Loans, net of unearned income at end of period $2,016,177 $1,933,140 $2,106,177 $1,933,140
Average loan balance for the period $1,990,354 $1,893,702 $1,997,351 $1,920,233
Allowance as % of loans at end of period 1.55% 1.55%
Allowance as % of non-performing loans 334.67% 287.23%
Net charge-offs as % of average loans for the period .04% .08% .03% .02%
Annualized net charge-offs as % of average loans
for the period .08% .17% .10% .08%
</TABLE>
The provision for loan losses for the first six months of 1996 was
$1,495 thousand compared to $2,631 thousand for the first six months of
1995. Net charge-offs totaled $805 thousand for the first six months of
1996 compared to $1.564 million for the first half of 1995. Annualized net
charge-offs were .08% of average loans for the first six months of 1996
compared to .17% for the same period in 1995.
For the quarter, the provision for loan losses of $514 thousand was
$785 thousand lower than the second quarter of 1995, and approximated net
charge-offs for the quarter. Net charge-offs for the second quarter of
1996 were $514 thousand compared to $385 thousand for the same period last
year.
The Company evaluates the reserves of its subsidiary banks on an
ongoing basis to ensure the timely charge-off of loans and to determine the
adequacy of each bank's allowance for loan losses. At June 30, 1996, the
level of the affiliate bank reserves as a percentage of total loans
outstanding ranged from 1.50% to 1.57% with a combined ratio of 1.55%.
Management believes the current consolidated allowance at 1.55% of total
loans outstanding is adequate to absorb future possible losses.
<PAGE> 17
<TABLE>
NON-PERFORMING ASSETS
<CAPTION>
June 30, March 31, December 31,
(in thousands of dollars) 1996 1996 1995
- -------------------------------------------------------- --------------- --------------
<S> <C> <C> <C>
Non-accrual loans $ 6,531 $ 7,764 $13,663
Restructured loans 2,100 109 109
Foreclosed property 4,436 6,105 6,099
------- ------- -------
Total non-performing assets $13,067 $13,978 $19,871
======= ======= =======
Percentage of non-performing assets
to loans plus foreclosed property .65% .69% 1.00%
Loans contractually past due ninety
days or more $691 $836 $530
Percentage of non-performing assets
plus ninety days past due to loans
plus foreclosed property .68% .73% 1.03%
Percentage of allowance to
non-performing loans 334.67% 358.23% 213.31%
Percentage of allowance to total
non-performing assets 238.75% 223.19% 153.53%
Percentage of allowance to
risk elements<F1> 226.76% 210.60% 149.54%
Percentage of risk elements<F1>
to total average assets .47% .50% .74%
<FN>
<F1> Risk elements include total non-performing assets plus loans contractually past due ninety days or more.
</FN>
</TABLE>
<TABLE>
The following table summarizes the changes in non-performing assets for the six month period ended June 30, 1996
(in thousands of dollars):
<S> <C>
Balance, beginning of year $19,871
Additions 6,762
Payments received and loans
returned to accrual status (9,702)
Sales of foreclosed property (2,472)
Charge-offs and writedowns (1,392)
- ----------------------------------------------------
Balance, end of period $13,067
- ---------------------------------------------=======
</TABLE>
Loan quality remained strong at the end of second quarter 1996
reflecting the Company's continued focus on maintaining high quality
assets. Non-performing assets at June 30, 1996 were .65% of loans plus
foreclosed property compared to 1.00% at December 31, 1995 and .99% at the
end of second quarter 1995. Non-performing assets of $13.067 million at
June 30, 1996 were $6.804 million or 34.24% lower than at December 31, 1995
and $6.102 million or 31.83% lower than at June 30, 1995.
<PAGE> 18
<TABLE>
CAPITAL RESOURCES AND LIQUIDITY
<CAPTION>
JUNE 30, JUNE 30,
(in thousands of dollars) 1996 1995
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
At June 30,
- -------------
Total shareholders' equity $272,897 $255,828
Long-term debt $3,375 $19,876
Per Share Data
- --------------
Dividend payout ratio 40.00% 38.03%
Common dividends paid $10,048 $8,660
Dividends paid per share $0.62 $0.54
Book value per share $17.05 $15.97
Fully diluted book value per share $17.03 $15.96
Selected Ratios
- ---------------
Return on YTD average assets 1.74% 1.70%
Return on YTD average common equity 18.53% 18.89%
Return on YTD average realized common equity 18.43% 18.43%
YTD average equity to average assets 9.41% 9.01%
YTD average equity to average loans 13.91% 12.96%
YTD average loans to average deposits 84.45% 85.20%
Period end total tier 1 capital to total risk-weighted assets 11.33% 11.14%
Period end total capital to total risk-weighted assets 12.72% 12.76%
Efficiency ratio 49.64% 52.82%
</TABLE>
The Company's total shareholders' equity was $272.897 million at June
30, 1996 which reflects a 6.67% or $17.069 million increase as compared to
June 30, 1995. In early 1995, the Company's Board of Directors authorized
management to purchase up to one million shares of the Company's common
stock in a systematic pattern to meet the common stock requirements of the
Mark Twain 1995 Stock Option Plan and other corporate purposes. During
1995, the Company repurchased approximately 109,000 shares under this
program for principally the benefit plan. During the first six months of
1996, the Company purchased approximately 133,000 shares for the benefit
plan. In addition, the Company has purchased approximately 296,000 shares
related to the conversion of its 7% Convertible Subordinated Capital Notes.
As of June 30, 1996, approximately 223,000 of the shares purchased related
to the Notes have been reissued upon conversion.
Mark Twain's Asset/Liability Committee meets monthly to review balance
sheet structure and liquidity needs. The goal is to maximize net interest
income and maintain adequate liquidity while operating within defined risk
parameters. The period gap set forth in the table below is the difference
between earning assets and interest bearing liabilities with the repricing
maturities indicated. The cumulative gap figure accumulates the period
figures for the maturity range in question and all shorter maturities. The
position of Mark Twain with respect to these gaps at June 30, 1996 was as
follows (dollars in thousands):
<TABLE>
<CAPTION>
0-31 32-92 93-183 184-365 Over 365
Days Days Days Days Days
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Period Gap $3,754 $ (76,324) $ (46,803) $ (194,000) $871,080
Cumulative Gap 3,754 (72,570) (119,373) (313,373) 557,707
</TABLE>
<PAGE> 19
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11. Statement of Computation of Earnings Per Common Share
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K
Report on Form 8-K dated April 11, 1996 reporting the Company's
earnings release for the first quarter and year ending March 31,
1996.
Report on Form 8-K dated July 11, 1996 reporting the Company's
earnings release for the second quarter and year ending June 30,
1996.
<PAGE> 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.
MARK TWAIN BANCSHARES, INC.
(Registrant)
Date: August 7, 1996 /s/ KEITH MILLER
----------------- -------------------------------
Keith Miller
Executive Vice President - Finance
and Chief Financial Officer
/s/ JOHN P. DUBINSKY
-------------------------------
John P. Dubinsky
President and Chief
Executive Officer
<PAGE>
EXHIBIT 11
<TABLE>
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
<CAPTION>
For The Six Months Ended For The Three Months Ended
June 30, June 30,
(in thousands of dollars except per share data) 1996 1995 1996 1995
- -------------------------------------------------------------------------------------- ---------------------------
<S> <C> <C> <C> <C>
PRIMARY
Earnings:
Net income $25,506 $22,993 $12,985 $11,625
- -----------------------------------------------------------=========================== ===========================
Shares:
Weighted average number of common shares outstanding 16,126,495 16,038,369 16,046,988 16,018,107
Weighted average number of common share equivalents 276,932 190,063 267,911 219,115
- -------------------------------------------------------------------------------------- ---------------------------
16,403,427 16,228,432 16,314,899 16,237,222
- -----------------------------------------------------------=========================== ===========================
Primary earnings per common share $1.55 $1.42 $0.80 $0.72
- -----------------------------------------------------------=========================== ===========================
ASSUMING FULL DILUTION
Earnings:
Net income $25,506 $22,993 $12,985 $11,625
After tax interest applicable to convertible notes 72 189 40 93
After tax amortization of capital note fees 46 21 7 10
- -------------------------------------------------------------------------------------- ---------------------------
Fully diluted net income $25,624 $23,203 $13,032 $11,728
- -----------------------------------------------------------=========================== ===========================
Shares:
Weighted average number of common shares outstanding 16,126,495 16,038,369 16,046,988 16,018,107
Assuming conversion of Convertible Notes and dilutive
stock options 535,588 779,689 500,101 764,062
- -------------------------------------------------------------------------------------- ---------------------------
16,662,083 16,818,058 16,547,089 16,782,169
- -----------------------------------------------------------=========================== ===========================
Earnings per common share assuming full dilution $1.54 $1.38 $0.79 $0.70
- -----------------------------------------------------------=========================== ===========================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENT OF INCOME AND
CONSOLIDATED STATEMENT OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 129,380
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 6,020
<TRADING-ASSETS> 23,229
<INVESTMENTS-HELD-FOR-SALE> 432,088
<INVESTMENTS-CARRYING> 234,962
<INVESTMENTS-MARKET> 229,934
<LOANS> 2,016,177
<ALLOWANCE> 31,198
<TOTAL-ASSETS> 2,900,844
<DEPOSITS> 2,361,901
<SHORT-TERM> 231,469
<LIABILITIES-OTHER> 31,202
<LONG-TERM> 3,375
0
0
<COMMON> 20,635
<OTHER-SE> 252,262
<TOTAL-LIABILITIES-AND-EQUITY> 2,900,844
<INTEREST-LOAN> 89,223
<INTEREST-INVEST> 21,969
<INTEREST-OTHER> 229
<INTEREST-TOTAL> 113,278
<INTEREST-DEPOSIT> 44,001
<INTEREST-EXPENSE> 50,551
<INTEREST-INCOME-NET> 62,727
<LOAN-LOSSES> 1,495
<SECURITIES-GAINS> 234
<EXPENSE-OTHER> 40,947
<INCOME-PRETAX> 39,756
<INCOME-PRE-EXTRAORDINARY> 25,506
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,506
<EPS-PRIMARY> 1.55
<EPS-DILUTED> 1.54
<YIELD-ACTUAL> 4.62
<LOANS-NON> 6,531
<LOANS-PAST> 691
<LOANS-TROUBLED> 2,100
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 30,508
<CHARGE-OFFS> 1,584
<RECOVERIES> 779
<ALLOWANCE-CLOSE> 31,198
<ALLOWANCE-DOMESTIC> 31,198
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
