<PAGE>
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Exchange Act
For the transition period from ______ to ______
Commission file number: 0-23525
NORTH ARKANSAS BANCSHARES, INC.
-------------------------------
(Exact Name of Small Business Issuer
as Specified in its Charter)
Tennessee 71-0800742
--------- ---------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 Olivia Drive, Newport, Arkansas 72112
-----------------------------------------
(Address of Principal Executive Offices)
(870) 523-3611
--------------
Registrant's Telephone Number, Including Area Code
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the pre-
ceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
As of November 12, 1999, the issuer had 333,270 shares of
Common Stock issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
<PAGE>
<PAGE>
CONTENTS
PART I. FINANCIAL INFORMATION
- -----------------------------
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition as
of September 30, 1999 (unaudited) and
June 30, 1999. . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations for the Three
Months Ended September 30, 1999 and 1998
(unaudited). . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows for the
Three Months Ended September 30, 1999 and 1998
(unaudited). . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . .12
Item 2. Changes in Securities and Use of Proceeds. . . . . . .12
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . .12
Item 4. Submissions of Matters to a Vote of Security Holders .12
Item 5. Other Information. . . . . . . . . . . . . . . . . . .12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . .12
SIGNATURES
This Form 10-QSB contains forward-looking statements consisting
of estimates or predictions concerning future operations with
respect to the financial condition, results of operations and
other business of North Arkansas Bancshares, Inc. that are
subject to various factors which could cause actual results to
differ materially from those estimates. Such statements are
based on management's beliefs or interpretations of information
currently available. Factors which could influence the
estimates include changes in the national, regional and local
market conditions, legislative and regulatory conditions and an
adverse interest rate environment. In addition, the Year 2000
issue is extremely complex and compliance failures on the part
of third parties that are outside the control of the Company,
could have a material adverse impact on future operating
results.
2
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PART I - FINANCIAL INFORMATION
NORTH ARKANSAS BANCSHARES, INC.
Consolidated Statements of Financial Condition
September 30, 1999 and June 30, 1999
<TABLE>
<CAPTION>
September 30, June 30,
1999 1999
------------- ----------
(Audited)
Assets
------
<S> <C> <C>
Cash and amounts due from banks, includes interest
bearing deposits of $511,058 and $83,814 at
September 30, 1999 and June 30, 1999,
respectively $ 1,072,428 $ 307,907
Certificates of deposit with other financial
institutions 1,398,000 1,698,000
Investment securities held-to-maturity, at cost 13,596,933 14,042,074
Loans receivable, net 29,094,237 29,539,448
Real estate owned, net 378,560 378,560
Office properties and equipment, net 1,403,033 1,412,301
Accrued interest receivable 333,281 330,729
Other assets 338,684 253,078
----------- -----------
Total assets $47,615,156 $47,962,097
=========== ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
Deposits $34,446,403 $34,679,628
Federal Home Loan Bank advances 7,940,456 8,089,501
Other liabilities 223,151 249,961
----------- -----------
Total liabilities 42,610,010 43,019,090
----------- -----------
STOCKHOLDERS' EQUITY
--------------------
Preferred stock, $0.01 par value per share,
3,000,000 shares authorized, no shares issued
or outstanding $ -- $ --
Common stock, $0.01 par value per share 9,000,000
shares authorized, 333,270 shares issued and
outstanding at September 30, 1999 and June
30, 1999 3,333 3,333
Unearned MRP shares (22,735) (22,735)
Additional paid-in capital 2,907,754 2,907,754
Retained Earnings - substantially restricted 2,353,786 2,291,647
Unearned ESOP shares (236,992) (236,992)
----------- -----------
Total stockholders' equity 5,005,146 4,943,007
----------- -----------
Total liabilities and stockholders'
equity $47,615,156 $47,962,097
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
3
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NORTH ARKANSAS BANCSHARES, INC.
Consolidated Statements of Operations
For the Three Months Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
-------------------
1999 1998
----- ------
<S> <C> <C>
Interest income:
Loans receivable $570,578 $523,349
Deposits in other financial
institutions 25,182 61,189
Mortgage-backed securities 167,894 149,621
Investment securities 51,533 37,388
-------- --------
Total interest income 815,187 771,547
-------- --------
Interest expense:
Deposits 405,463 425,317
Federal Home Loan advances 110,698 66,306
-------- --------
Total interest expense 516,161 491,623
-------- --------
Net interest income 299,026 279,924
Provision for loan losses 5,920 --
-------- --------
Net interest income after provision 293,106 279,924
-------- --------
Non-interest income - other 35,127 40,940
-------- --------
Non-interest expenses:
Salaries and employee benefits 110,542 111,191
Contribution Expense-ESOP 7,404 7,404
Legal and professional fees 13,004 10,775
Data processing fees 31,384 29,592
Federal insurance expense 9,968 7,854
Furniture and equipment expense 11,873 8,351
Occupancy expense 21,095 21,352
Other 37,424 36,444
-------- --------
242,694 232,963
-------- --------
Net income before income
taxes 85,539 87,901
Income tax expense 23,400 29,900
-------- --------
Net income $ 62,139 $ 58,001
========= ========
Earnings per share (Note 3):
Basic and diluted $ 0.20 $ 0.17
Weighted average shares outstanding 307,405 343,638
</TABLE>
See accompanying notes to consolidated financial statements.
4
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NORTH ARKANSAS BANCSHARES, INC.
Consolidated Statements of Cash Flows
Three Months Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
---------------------
1999 1998
------ ------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 62,139 $ 58,001
Adjustment to reconcile net income to
net cash provided by operating activities:
Depreciation and Amortization 15,460 16,768
Provision for loan loss 5,920 --
FHLB stock dividends (6,000) (4,900)
Net premium amortization on investments 8,678 6,998
Decrease (increase) in interest receivable (2,552) 21,477
Decrease (increase) in other assets (86,768) 97,035
Increase (decrease) in other liabilities (26,810) 139,366
---------- -----------
Net cash provided (used) by operating
activities (29,933) 334,745
---------- -----------
Cash flow from investing activities:
Purchase of held to maturity ("HTM") securities -- (5,637,078)
Proceeds from maturities/principal repayments
of HTM securities 442,463 2,429,420
Net decrease (increase) in loans receivable 439,211 (249,647)
Net decrease (increase) in certificates of
deposit with other financial institutions 300,000 (102,000)
Purchase of office products and equipment (4,950) (4,583)
---------- -----------
Net cash provided (used) by investing
activities 1,176,724 (3,563,888)
---------- -----------
Cash flows from financing activities:
Net (decrease) in deposits (233,225) (178,432)
Net (decrease) increase in Federal Home Loan Bank
advances (149,045) 2,962,838
---------- -----------
Net cash provided (used) by financing
activities (382,270) 2,784,406
---------- -----------
Net increase (decrease) in cash and amounts due
from banks 764,521 (444,737)
Cash and amounts due from banks at beginning of period 307,907 2,094,104
---------- -----------
Cash and amounts due from banks at end of period $1,072,428 $ 1,649,367
========== ===========
Supplemental disclosures of cash flow information:
Noncash investing and financing activities:
Cash paid during the period:
Interest on deposits 401,831 509,495
Income taxes -- 2,000
</TABLE>
See accompanying notes to consolidated financial statements.
5
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NORTH ARKANSAS BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
NOTE 1 - NORTH ARKANSAS BANCSHARES, INC.
North Arkansas Bancshares, Inc. (the "Company") was incorporated
under the laws of the State of Tennessee for the purpose of
becoming the holding company of Newport Federal Savings Bank
(the "Bank") in connection with the Bank's conversion from a
federally chartered mutual savings bank to a federally chartered
capital stock savings bank. On November 12, 1997, the Company
commenced a subscription offering of its shares in connection
with the Bank's conversion. The Company's offering and the
Bank's conversion closed on December 18, 1997. A total of
370,300 shares were sold at $10.00 per share.
NOTE 2 - BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
The accompanying unaudited financial statements (except for the
statement of financial condition at June 30, 1999, which is
audited) have been prepared in accordance with generally
accepted accounting principles for interim financial statements
and with the instructions to Form 10-QSB. 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, necessary to present
fairly the financial position, results of operations, and cash
flows for the interim periods presented have been included. The
financial statements of the Company are presented on a
consolidated basis with those of the Bank. The account balances
include only the accounts and operations of the Bank prior to
December 18, 1997. The results of operations for the three
months ended September 30, 1999 are not necessarily
indicative of the results expected for the full year.
NOTE 3 - EARNINGS PER SHARE
Earnings per share have been calculated in accordance with
Financial Accounting Standards Board Statement No.128, "Earnings
Per Share," and Statement of Position 93-6, "Employers'
Accounting for Employee Stock Ownership Plans." For purposes of
this computation, the number of shares of common stock purchased
by the employee stock ownership plan (the "ESOP") which have not
been allocated to participant's accounts are not assumed to be
outstanding. As of September 30, 1999, 5,924 of the 29,624
shares of common stock held by the ESOP had been allocated to
participants' accounts. The weighted average number of shares
used for basic and diluted earnings per share for the three
months ended September 30, 1999 were 307,405.
NOTE 4 - PLAN OF CONVERSION
On May 29, 1997, the Bank's Board of Directors formally approved
a plan ("Plan") to convert from a federally chartered mutual
savings bank to a federally chartered stock savings bank subject
to approval by the Bank's members and the Office of Thrift
Supervision. The Plan called for the common stock of the Bank
to be purchased by the Company and the common stock of the
Company to be offered to various parties in a subscription
offering at a price based upon an independent appraisal of the
6
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Bank. All requisite approvals were obtained and the conversion
and the Company's offering were consummated effective December
18, 1997.
Upon consummation of the conversion, the Bank established a
liquidation account in an amount equal to its retained earnings
as reflected in the latest statement of financial condition used
in the final conversion prospectus. The liquidation account
will be maintained for the benefit of certain depositors of the
Bank who continue to maintain their deposit accounts in the Bank
after conversion. In the event of a complete liquidation of the
Bank, such depositors will be entitled to receive a distribution
from the liquidation account before any liquidation may be made
with respect to the common stock.
7
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 1999 AND JUNE
30, 1999
The Company's total assets at September 30, 1999 were $47.6
million, a marginal decrease of $347,000, or 0.72%, from June
30, 1999's level of $48.0 million. The decrease in assets was
due primarily to a $445,000, or 1.51%, decrease in net loans
receivable, a $445,000, or 3.17%, decrease in investment
securities classified as held-to-maturity and a $300,000, or
17.67%, decrease in certificates of deposit with other financial
institutions. These decreases were partially offset by a
$765,000, or 248.30%, increase in cash and cash equivalents.
This increase in cash and cash equivalents was primarily
the result of management's liquidity planning process for
potential cash needs by the Bank's deposit customers
related to the Year 2000.
Unusual market responses to the century date change could
lead to a perceived need for extra liquidity by the Bank's
customers during the century date change period. In an
effort to be prepared for this possible situation, management is
proactively managing the liquidity needs of the Bank to
ensure that no interruption in service to its customers is
realized. Management believes it is essential to maintain the
highest degree of confidence in the Bank and the Bank's ability
to meet its customer's demands.
Net loans at September 30, 1999 amounted to $29.1 million,
a decrease of $445,000, or 1.51%, from $29.5 million at June 30,
1999. During the three months ended September 30, 1999, the
Bank originated $1.8 million in new loans consisting of $1.5
million in one-to four-family mortgage loans and $305,000 in
consumer loans.
Total deposits at September 30, 1999 were $34.4 million, a
decrease of $233,000 from June 30, 1999's level of $34.7
million. Total stockholders' equity at September 30, 1999
amounted to $5.0 million, an increase of $62,000 from $4.9
million at June 30, 1999 due to the retention of earnings from
the period.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30,
1999 AND 1998
For the three months ended September 30, 1999, the Company
earned net income of $62,000 as compared to net income of
$58,000 for the three month period ended September 30, 1998.
The increase was primarily attributable to an increased level of
net interest income, partially offset by an increase in non-
interest expenses.
Net interest income during the three months ended September
30, 1999 increased by $19,000 as compared to the same period in
1998 due mainly to a $44,000 increase in interest income due to
the increased balance of interest-earning assets, in particular
loans, outstanding during the period. Interest expense
increased by $25,000 to $516,000 for the three months ended
September 30, 1999 as compared to $492,000 for the three months
ended September 30, 1998 due to increased balances of both
deposits and FHLB advances.
8
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<PAGE>
A provision for loan losses is charged to earnings to bring
the total allowance for loan losses to a level considered
appropriate by management based on historical experience, the
volume and type of lending conducted by the Bank, the status of
past due principal and interest payments, general economic
conditions, particularly as such conditions relate to the Bank's
market area and other factors related to the collectibility of
the Bank's loan portfolio. As a result of such analysis, in
particular, the level of charge-offs during the quarter,
management recorded a $6,000 provision for loan losses during
the three months ended September 30, 1999 as compared to no
provision having been recorded during the same period in 1998.
While management believes that the current level of the
allowance for loan losses is sufficient to cover potential
losses in the Bank's loan portfolio, there can be no assurance
that the allowance for loan losses will be adequate to cover
losses on nonperforming assets in the future.
Non-interest income which consists mainly of deposit and
loan fees amounted to $35,000 for the three months ended
September 30, 1999 as compared to $41,000 for the three months
ended September 30, 1998. The reduction was due primarily to a
reduction in fees collected during the period.
Total non-interest expense increased by $10,000 for the
three months ended September 30, 1999 to $243,000 from $233,000
for the three months ended September 30, 1998. Furniture and
equipment expense represented the largest dollar increase. This
expense item totaled $12,000 for the three months ended
September 30, 1999 as compared to $8,000 for the three months
ended September 30, 1998. Legal and professional fees increased
by $2,000 to $13,000 for the three months ended September 30,
1999 from $11,000 for the three months ended September 30, 1998.
Salaries and employee benefits expense was essentially unchanged
year to year decreasing by only $1,000 to a total of $111,000
for the first quarter of fiscal 2000.
The Company's income tax expense for the three months ended
September 30, 1999 amounted to $23,000 as compared to $30,000
for the same period in 1998 with the difference attributable to
the differing levels of pre-tax income.
9
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LIQUIDITY AND CAPITAL RESOURCES
The Bank is required to maintain minimum levels of liquid
assets as defined by OTS regulations. This requirement, which
varies 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 at September 30, 1999
was 4%. For the month ended September 30, 1999 the Bank was in
compliance. As a result of the conversion, the Bank's liquidity
has increased due to the additional funds it received.
The Bank's primary sources of funds are deposits,
repayment of loans and mortgage-backed securities, maturities of
investments and interest-bearing deposits, funds provided from
operations and advances from the FHLB of Dallas. While
scheduled repayments of loans and mortgage-backed securities and
maturities of investment securities are predictable sources of
funds, deposit flows and loan prepayments are greatly influenced
by the general level of interest rates, economic conditions and
competition. The Bank uses its liquidity resources principally
to fund existing and future loan commitments, to fund maturing
certificates of deposit and demand deposit withdrawals, to
invest in other interest-earning assets, to maintain liquidity,
and to meet operating expenses.
At September 30, 1999, the Bank was in compliance with
all applicable regulatory capital requirements with total core
and tangible capital of $4.2 million (8.83% of adjusted total
assets) and total risk-based capital of $4.3 million (20.00% of
risk-weighted assets).
YEAR 2000 READINESS DISCLOSURE
Like most financial institutions, the Company's principal
subsidiary relies extensively on computers in conducting its
business. It has been widely reported that many computer
programs currently in use were designed without adequately
considering the impact of the upcoming change in century on
their date codes. If these design flaws are not corrected,
these computer applications may malfunction in the year 2000.
The Company's mission-critical processing systems are provided
by a third party. The third party provider has converted its
hardware and software to a new year 2000 compliant system. The
service provider tested its new system at selected sites (not
including the Bank) in September 1998. The Bank has been
provided with the results of such testing and has evaluated the
results. Based on extensive review and analysis of the results,
the Bank has determined that the on-site testing originally
scheduled for February 1999, is not considered necessary.
System connectivity testing has been successfully completed.
The Bank has developed a contingency plan to address the
possibility that its efforts to become year 2000 compliant are
not successful. The contingency plan provides that the Bank
would process information manually. The Bank's third party
provider has also adopted a contingency plan which calls for the
recovery of processing and information at a back-up site, using
back-up hardware. The Bank has also made arrangements to use an
alternative third-party if its provider is not successful.
The Bank has also evaluated its non-critical applications
and has made necessary changes and/or the third party provider
has made necessary changes. Testing for non-mission critical
systems is substantially complete. The Bank has also evaluated
its nontechnological systems to determine if any such systems
may have embedded technology that could be affected by the year
2000 issue. As of the date hereof, the Bank does not anticipate
that any such systems will be materially affected by the year
2000.
The Bank anticipates that its expenses associated with
year 2000 will not exceed $10,000.
10
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FINANCIAL MODERNIZATION
On November 12, 1999, President Clinton signed into law
legislation which could have a far-reaching impact on the
financial services industry. The Gramm-Leach-Bliley ("G-L-B")
Act authorizes affiliations between banking, securities and
insurance firms and authorizes bank holding companies and
national banks to engage in a variety of new financial
activities. Among the new activities that will be permitted to
bank holding companies are securities and insurance brokerage,
securities underwriting, insurance underwriting and merchant
banking. The Federal Reserve Board, in consultation with the
Department of Treasury, may approve additional financial
activities. National bank subsidiaries will be permitted to
engage in similar financial activities but only on an agency
basis unless they are one of the 50 largest banks in the
country. National bank subsidiaries will be prohibited from
insurance underwriting, real estate development and merchant
banking. The G-L-B Act, however, prohibits future affiliations
between existing unitary savings and loan holding companies,
like the Company, and firms which are engaged in commercial
activities and prohibits the formation of new unitary holding
companies.
The G-L-B Act imposes new requirements on financial
institutions with respect to customer privacy. The G-L-B Act
generally prohibits disclosure of customer information to non-
affiliated third parties unless the customer has been given the
opportunity to object and has not objected to such disclosure.
Financial institutions are further required to disclose their
privacy policies to customers annually. Financial institutions,
however, will be required to comply with state law if it is more
protective of customer privacy than the G-L-B Act. The G-L-B Act
directs the federal banking agencies, the National Credit Union
Administration, the Secretary of the Treasury, the Securities
and Exchange Commission and the Federal Trade Commission, after
consultation with the National Association of Insurance
Commissioners, to promulgate implementing regulations within six
months of enactment. The privacy provisions will become
effective six months thereafter.
The G-L-B Act contains significant revisions to the Federal
Home Loan Bank System. The G-L-B Act imposes new capital
requirements on the Federal Home Loan Banks and authorizes them
to issue two classes of stock with differing dividend rates and
redemption requirements. The G-L-B Act deletes the current
requirement that the Federal Home Loan Banks annually contribute
$300 million to pay interest on certain government obligations
in favor of a 20% of net earnings formula. The G-L-B Act
expands the permissible uses of Federal Home Loan Bank advances
by community financial institutions (under $500 million in
assets) to include funding loans to small businesses, small
farms and small agri-businesses. The G-L-B Act makes membership
in the Federal Home Loan Bank voluntary for federal savings
associations.
The G-L-B Act contains a variety of other provisions
including a prohibition against ATM surcharges unless the
customer has first been provided notice of the imposition and
amount of the fee. The G-L-B Act reduces the frequency of
Community Reinvestment Act examinations for smaller institutions
and imposes certain reporting requirements on depository
institutions that make payments to non-governmental entities in
connection with the Community Reinvestment Act. The G-L-B Act
eliminates the SAIF special reserve and authorizes a federal
savings association that converts to a national or state bank
charter to continue to use the term "federal" in its name and to
retain any interstate branches.
<PAGE>
The Company is unable to predict the impact of the G-L-B
Act on its operations at this time. Although the G-L-B Act
reduces the range of companies with which the Company may
affiliate, it may facilitate affiliations with companies in the
financial services industry.
11
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<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 27 Financial Data Schedule (EDGAR only)
(b) Reports on Form 8-K.
None
12
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<PAGE>
SIGNATURES
In accordance with the requirements of the Securities
Exchange Act of 1934, the registrant caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
NORTH ARKANSAS BANCSHARES, INC.
Date: November 12, 1999 By: /s/ Brad Snider
--------------------------------
Brad Snider
President, Chief Executive
Officer and Treasurer
(Duly Authorized and Principal
Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 561,370
<INT-BEARING-DEPOSITS> 511,058
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 13,596,933
<INVESTMENTS-MARKET> 13,471,525
<LOANS> 29,195,766
<ALLOWANCE> 101,529
<TOTAL-ASSETS> 47,615,156
<DEPOSITS> 34,446,403
<SHORT-TERM> 2,100,000
<LIABILITIES-OTHER> 223,151
<LONG-TERM> 5,840,456
<COMMON> 3,333
0
0
<OTHER-SE> 5,001,813
<TOTAL-LIABILITIES-AND-EQUITY> 47,615,156
<INTEREST-LOAN> 570,578
<INTEREST-INVEST> 219,427
<INTEREST-OTHER> 25,182
<INTEREST-TOTAL> 815,187
<INTEREST-DEPOSIT> 405,463
<INTEREST-EXPENSE> 516,161
<INTEREST-INCOME-NET> 299,026
<LOAN-LOSSES> 5,920
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 242,694
<INCOME-PRETAX> 85,539
<INCOME-PRE-EXTRAORDINARY> 62,139
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 62,139
<EPS-BASIC> 0.20
<EPS-DILUTED> 0.20
<YIELD-ACTUAL> 2.68
<LOANS-NON> 8,190
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 104,735
<CHARGE-OFFS> 9,126
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 101,529
<ALLOWANCE-DOMESTIC> 101,529
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
