<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________ to ___________________
Commission file number 0-1026
WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 72-6017893
______________________________________________________________
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
228 St. Charles Avenue, New Orleans, Louisiana 70130
_____________________________________________________________
(Address of principal executive offices)
(Zip Code)
(504) 586-7272
_____________________________________________________________
(Registrant's telephone number, including area code)
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 twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
----- -----
The Company has only one class of common stock, of which 14,616,364 shares were
outstanding on October 31, 1994.
An exhibit index appears on page 22.
Page 1 of 24
<PAGE>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Page
Part I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets.....................................3
Consolidated Statements of Operations...........................4
Consolidated Statements of Cash Flows...........................5
Notes to Financial Statements...................................6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...................8
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K...............................22
Signature...................................................................23
</TABLE>
Page 2 of 24
<PAGE>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
September 30, December 31
1994 1993
----------- -----------
<S> <C> <C>
ASSETS (unaudited)
Cash and due from financial institutions.......................................... $177,588 $187,447
Investment in securities:
Securities available for sale................................................ 145,841 182,030
Securities held to maturity (fair value of $1,393,160 in 1994 and
$1,483,044 in 1993...................................................... 1,419,013 1,451,716
Federal funds sold................................................................ 9,940 110,000
Loans............................................................................. 1,037,612 975,728
Less reserve for possible loan losses............................................. 42,651 44,485
----------- -----------
Loans, net..................................................................... 994,961 931,243
Bank premises and equipment, net.................................................. 63,232 60,175
Other real estate owned, net...................................................... 7,448 16,126
Accrued income receivable......................................................... 30,566 29,142
Other assets...................................................................... 41,241 34,661
TOTAL ASSETS............................................................ $2,889,830 $3,002,540
=========== ===========
LIABILITIES
Deposits:
Non-interest-bearing demand deposits......................................... $761,987 $784,410
Interest-bearing deposits.................................................... 1,668,826 1,720,893
----------- -----------
Total deposits........................................................... 2,430,813 2,505,303
Federal funds purchased and securities sold under repurchase agreements........... 146,618 215,168
Dividends payable................................................................. 2,483 1,925
Other liabilities................................................................. 22,142 21,106
----------- -----------
TOTAL LIABILITIES....................................................... $2,602,056 $2,743,502
SHAREHOLDERS' EQUITY
Common stock...................................................................... $2,800 $2,800
Capital surplus................................................................... 51,016 47,897
Retained earnings................................................................. 244,393 212,533
Net unrealized gain(loss) on securities available for sale, net of tax
effect of $1,527 in 1994 and ($1,660) in 1993................................ (2,837) 3,083
----------- -----------
Total................................................................... 295,372 266,313
Treasury stock at cost, 621,504 shares in 1994 and 676,578 shares in
1993, and unearned restricted stock compensation............................... 7,598 7,275
----------- -----------
TOTAL SHAREHOLDERS' EQUITY.............................................. $287,774 $259,038
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY.............................................. $2,889,830 $3,002,540
=========== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>
Page 3 of 24
<PAGE>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(in thousands, except per-share amounts, unaudited) FOR THE 3 MONTHS FOR THE 9 MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
1994 1993 1994 1993
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans....................................................... $23,198 $18,637 $61,442 $55,909
Interest and dividends on investments-
U.S. Treasury and agency securities........................................ 17,642 17,963 53,596 53,295
Mortgage-backed securities................................................. 2,475 3,098 7,810 9,593
Obligations of states and political subdivisions........................... 1,612 1,410 4,790 4,069
Federal Reserve and corporate securities................................... 589 676 1,779 1,885
Interest on federal funds sold................................................... 494 797 1,978 2,516
Interest on deposits in other financial institutions............................. - - - 26
----------- ----------- ----------- -----------
TOTAL................................................................ $46,010 $42,581 $131,395 $127,293
----------- ----------- ----------- -----------
INTEREST EXPENSE
Interest on deposits............................................................. $11,560 $10,609 $33,207 $32,346
Interest on federal funds purchased and securities
sold under repurchase agreement............................................ 1,578 1,504 5,105 4,678
----------- ----------- ----------- -----------
TOTAL................................................................ $13,138 $12,113 $38,312 $37,024
----------- ----------- ----------- -----------
Net interest income.............................................................. $32,872 $30,468 $93,083 $90,269
Provision for possible loan losses:
Expense of providing loss reserves........................................... - - - -
Loss reserve reduction....................................................... (6,139) (10,000) (16,139) (60,000)
----------- ----------- ----------- -----------
Net interest income after provision for possible loan losses..................... $39,011 $40,468 $109,222 $150,269
----------- ----------- ----------- -----------
NON-INTEREST INCOME
Gain on sale of securities....................................................... - - $44 -
Other non-interest income........................................................ 7,651 7,234 24,974 23,339
----------- ----------- ----------- -----------
TOTAL................................................................ $7,651 $7,234 $25,018 $23,339
----------- ----------- ----------- -----------
NON-INTEREST EXPENSE
Salaries and employee benefits................................................... $13,526 $12,205 $39,911 $35,693
Occupancy of bank premises, net.................................................. 1,795 1,734 5,128 4,785
Other non-interest expenses...................................................... 11,336 10,515 31,919 34,424
----------- ----------- ----------- -----------
TOTAL................................................................ $26,657 $24,454 $76,958 $74,902
----------- ----------- ----------- -----------
Income before income taxes and effect of accounting changes...................... $20,005 $23,248 $57,282 $98,706
Income tax expense............................................................... 6,493 7,313 18,579 31,949
----------- ----------- ----------- -----------
Income before effect of accounting changes....................................... $13,512 $15,935 $38,703 $66,757
Cumulative effect of accounting changes, net..................................... - - - 634
----------- ----------- ----------- -----------
Net income....................................................................... $13,512 $15,935 $38,703 $67,391
=========== =========== =========== ===========
EARNINGS PER SHARE:
Income before cumulative effect of accounting changes...................... $0.93 $1.10 $2.66 $4.62
Cumulative effect of accounting changes, net............................... - - - 0.05
----------- ----------- ----------- -----------
Net income.......................................................... $0.93 $1.10 $2.66 $4.67
=========== =========== =========== ===========
Weighted average number of
shares outstanding............................................................ 14,591,963 14,441,772 14,533,596 14,418,798
=========== =========== =========== ===========
The accompanying notes are an integrated part of these financial statements.
</TABLE>
Page 4 of 24
<PAGE>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
<TABLE>
<CAPTION>
For the 9 Months
Ended September 30,
1994 1993
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................................ $ 38,703 $ 67,391
Adjustments to reconcile net income to cash provided by (used in)
operating activities:
Cumulative effects of accounting changes............................... - (634)
Depreciation........................................................... 4,788 4,409
Provision for (Reduction of) reserves for possible loan losses......... (16,139) (60,000)
Provision for (Reduction of) losses on OREO and other problem assets... (1,116) 1,658
Amortization of intangible assets and unearned restricted stock
compensation........................................................ 3,280 2,855
Amortization of premiums and discounts on investment securities, net... 10,820 9,619
(Gains) Losses on sales of OREO and other property..................... (3,186) (2,705)
(Gains) Losses on sales of securities.................................. (44) -
Deferred tax expense (benefit)......................................... 3,573 20,375
Increase (Decrease) in accrued income taxes............................ (473) 652
(Increase) Decrease in accrued income receivable and other assets...... (3,981) (6,171)
Increase (Decrease) in accrued expenses and other liabilities.......... 89 363
--------- ---------
Net cash provided by (used in) operating activities.................... 36,314 37,812
--------- ---------
Cash flows from investing activities:
Proceeds from maturities of investment securities held to maturity........ 742,341 865,570
Proceeds from maturities of investment securities available for sale...... 37,184 -
Proceeds from sales of investment securities held to maturity............. 10,064 -
Purchases of investment securities held to maturity....................... (719,526) (967,408)
Purchases of investment securities available for sale..................... (10,100) -
Net (increase) decrease in loans.......................................... 15,010 133,022
Net (increase) decrease in federal funds sold............................. 102,360 53,540
Proceeds from sales of OREO and other property............................ 11,562 24,246
Capital expenditures...................................................... (4,025) (3,382)
Net cash (paid) received in business acquisition.......................... 35,659 -
Other..................................................................... (38) (328)
--------- ---------
Net cash provided by (used in) investing activities....................... 220,491 105,260
--------- ---------
Cash flows from financing activities:
Net increase (decrease) in non-interest-bearing demand deposits........... (45,933) (62,992)
Net increase (decrease) in interest-bearing deposits other than
certificates of deposit................................................ (149,700) (55,840)
Net increase (decrease) in certificates of deposit........................ 3,352 (22,822)
Net increase (decrease) in federal funds purchased and securities sold und
repurchase agreements.................................................. (68,600) (23,223)
Exercise of stock options................................................. 213 8
Sale of common stock under employee savings plan.......................... 282 -
Dividends paid............................................................ (6,278) (3,361)
--------- ---------
Net cash provided by (used in) financing activities....................... (266,664) (168,230)
--------- ---------
Net increase (decrease) in cash and cash equivalents......................... (9,859) (25,158)
Cash and cash equivalents at the beginning of the period..................... 187,447 218,226
--------- ---------
Cash and cash equivalents at the end of the period........................... $ 177,588 $ 193,068
========= =========
Interest income received..................................................... $ 131,161 $ 124,023
========= =========
Interest expense paid........................................................ $ 36,837 $ 36,901
========= =========
Net federal income taxes paid................................................ $ 15,448 $ 10,920
========= =========
The accompanying notes are an integral part of these financial statements.
</TABLE>
Page 5 of 24
<PAGE>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Whitney Holding Corporation and its subsidiaries (the "Company") follow
accounting and reporting policies generally accepted within the banking
industry. The accompanying consolidated financial statements of the Company
include the accounts of its wholly-owned subsidiary Whitney National Bank (the
"Bank"). All adjustments have been made which, in the opinion of management,
are necessary to fairly state the financial results for the interim periods
presented.
Pursuant to rules and regulations of the Securities and Exchange
Commission, certain financial information and disclosures have been condensed
or omitted in preparing the consolidated financial statements presented in
this quarterly report on Form 10-Q. The Company recommends that these
financial statements be read in conjunction with the Company's annual report
on Form 10-K for the year ended December 31, 1993.
Certain balances in prior periods have been reclassified to conform with
this period's financial presentation.
(2) INVESTMENT IN SECURITIES
Effective December 31, 1993, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." Under SFAS No. 115, debt securities which the
Company both positively intends and has the ability to hold to maturity are
carried at cost. These criteria are not considered satisfied when a security
is available to be sold in response to changes in market interest rates,
prepayment rates, liquidity needs or other reasons as part of an overall
asset/liability management strategy. Upon the adoption of SFAS No. 115,
investments in mortgage-backed securities were reclassified as securities
available for sale and are being reported at fair value. The tax-effected net
unrealized holding gain or loss on these securities is reported as a separate
component of shareholders' equity at September 30, 1994 and December 31, 1993.
In accordance with SFAS No. 115, financial statements for periods prior to
adoption have not been restated to reflect this change in accounting
principle.
(3) BUSINESS ACQUISITIONS
On October 5, 1994, the Company entered into an agreement with The
Peoples Bank of Elba, Alabama, to purchase the assets and assume the deposit
liabilities of the five branch offices of The Peoples Bank located in Mobile,
Alabama. This transaction, which is subject to regulatory approvals and
certain other conditions and will require the Company to form a new wholly-
owned banking subsidiary in Alabama, is expected to be completed in late 1994
or early 1995. The assets to be acquired and deposits to be assumed
currently total approximately $90 million, including $47 million in loans.
On March 31, 1994, the Bank purchased substantially all of the assets and
assumed the deposit accounts and certain other liabilities of Baton Rouge Bank
and Trust Company. Included in the tangible assets acquired, whose fair value
totalled approximately $118 million, were cash and cash items of $41 million,
investment securities and federal funds sold of $13 million, and $59 million
in commercial, real estate mortgage and personal loans, as well as six banking
offices in the Baton Rouge area.
Page 6 of 24
<PAGE>
The deposits assumed included approximately $24 million in non-interest-
bearing demand deposits and $94 million in interest-bearing transaction,
savings and time deposit accounts. The operating results from this
acquisition are reflected in the consolidated income statements beginning with
the second quarter of 1994.
As part of the acquisition price, which totalled approximately $9
million, Whitney Holding Corporation issued 90,909 shares of its common stock
with a value of $2 million.
(4) EARNINGS PER SHARE
Earnings per share is calculated using the weighted average number of
shares outstanding during each period presented. Potentially dilutive common
stock equivalents consist of stock options which were granted to certain
officers and directors in prior periods. Incorporating these common stock
equivalents into the calculation of earnings per share using the treasury
method does not materially affect the reported result whether on a primary or
fully-diluted basis.
All share and per-share data in this quarterly report reflect the three-
for-two splits of the Company's stock that were effective February 22, 1993
and November 29, 1993.
Page 7 of 24
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUMMARY
Whitney Holding Corporation earned $13.5 million or $0.93 per share for
the third quarter of 1994. During the quarter, the Company recovered
approximately $6.1 million on a loan previously charged off and, with the
continuing improvement in credit quality, was able to transfer this recovery
to income while maintaining the reserve for possible loan losses at a level
consistent with the prior quarter. This transfer contributed $3.9 million
after-tax or $0.27 per share to third quarter 1994 earnings. For the third
quarter of 1993 the Company reported earnings of $15.9 million or $1.11 per
share. These results included a $10 million reduction in reserve for possible
loan losses which contributed $6.5 million or $0.46 per share to earnings on
an after-tax basis. Excluding these effects, earnings were $9.52 million or
$0.66 per share for the third quarter of 1994, a modest increase over the
$9.44 million or $0.65 per share earned in 1993's third quarter.
For the first nine months of 1994, the Company earned $38.7 million or
$2.66 per share as compared to $67.4 million or $4.67 per share in 1993. On
an after-tax basis, reserve adjustments contributed $10.5 million or $0.72 per
share to 1994's year-to-date earnings and $39.5 million or $2.74 per share to
earnings for the same period of 1993. Excluding these reserve adjustments,
the Company earned $28.2 million or $1.94 per share for the first nine months
of 1994, up slightly from the $27.9 million or $1.93 per share earned for the
same period of 1993.
The following compares the annualized return on average total assets and
the return on average shareholders' equity for the three-month and nine-month
periods ended September 30, 1994 and 1993. Tax-effected loan loss reserve
adjustments were not annualized in calculating these returns.
<TABLE>
<CAPTION>
<S> <C> <C>
1994 1993
_____ _____
Return on average assets:
Third quarter -
Total return 1.43% 1.52%
Return, before effect of reserve adjustments 1.29% 1.30%
Year to date -
Total return 1.62% 2.67%
Return, before effect of reserve adjustments 1.27% 1.29%
Return on average shareholders' equity:
Third quarter -
Total return 14.72% 18.36%
Return, before effect of reserve adjustments 13.32% 15.65%
Year to date -
Total return 17.60% 36.82%
Return, before effect of reserve adjustments 13.77% 17.89%
</TABLE>
Page 8 of 24
<PAGE>
Average earning assets for the quarter ended September 30, 1994,
excluding nonaccruing loans, totalled $2.61 billion, an increase of $53
million or 2.1% from the total of $2.56 billion for the third quarter of 1993.
This increase reflects both the impact of the Baton Rouge acquisition
discussed below as well as the rehabilitation of non-performing assets to
earning status. Year to date, average earning assets, excluding nonaccruing
loans, have increased $114 million or 4.5% to $2.65 billion in 1994 from $2.54
billion in 1993.
Non-performing assets decreased $28.0 million or 53% from $53.0 million
on September 30, 1993, to $25.0 million on September 30, 1994. Since December
31, 1993, non-performing assets have been reduced some $24.9 million or 50%.
The reserve for possible loan losses, after the $16.1 million of adjustments
in the first nine months of 1994, was $42.7 million on September 30, 1994, an
amount which represented 243% of non-performing loans and 4.1% of total loans.
At year end 1993, the reserve coverage was 132% of non-performing loans and
4.6% of total loans on that date.
Average accruing loans outstanding were $971 million for the third
quarter of 1994 compared to $951 million for 1994's second quarter and $893
million for the third quarter of 1993. The loan growth first exhibited in the
second quarter of 1994, after a series of fairly steady quarterly declines in
recent years, is attributable both to the Baton Rouge acquisition and to a
strengthening of demand for both commercial and consumer credit in the
Company's market area.
Average total deposits in the third quarter of 1994 were $2.44 billion.
This represents a decrease of $59 million from 1994's second quarter and an
increase of $41 million over the third quarter of 1993. The decrease in
deposits from the second quarter of 1994 reflects primarily the
disintermediation of some deposit funds to higher yielding alternatives with
the rise in market rates in 1994.
The Company's average investment in securities totalled $1.60 billion for
the third quarter of 1994, down approximately $75 million or 4.5% from the
$1.68 billion total for the second quarter of the year. The funding of recent
loan demand and deposit outflows is evident in the decreased investment in
securities. When compared to the third quarter of 1993, average investments
in 1994's third quarter have increased $37 million or 2.4%.
On October 5, 1994, the Company entered into an agreement with The
Peoples Bank of Elba, Alabama, to purchase the assets and assume the deposit
liabilities of the five branch offices of The Peoples Bank located in Mobile,
Alabama. This transaction, which is subject to regulatory approvals and
certain other conditions and will require the Company to form a new wholly-
owned banking subsidiary in Alabama, is expected to be completed in late 1994
or early 1995. The assets to be acquired and deposits to be assumed
currently total approximately $90 million, including $47 million in loans.
On March 31, 1994, the Bank purchased substantially all of the assets and
assumed the deposit accounts and certain other liabilities of Baton Rouge Bank
and Trust Company. Included in the acquired assets, which totalled
approximately $118 million, were $59 million in commercial, real estate
mortgage and personal loans, and six banking offices in the Baton Rouge area.
The deposits assumed included approximately $24 million in non-interest-
bearing demand deposits and $94 million in interest-bearing transaction,
savings and time deposit accounts. All six branch locations have been
integrated into the Whitney Bank system.
Page 9 of 24
<PAGE>
As part of the Baton Rouge acquisition price, Whitney Holding Corporation
issued 90,909 shares of its common stock.
The Company has declared cash dividends of $0.17 per share for the third
quarter of 1994 and $0.15 per share for each of the first two quarters of
1994.
Page 10 of 24
<PAGE>
FINANCIAL CONDITION
Loans
With the Baton Rouge acquisition, and with both an improving regional
economy and a more aggressive effort to market the Bank's retail and
commercial loan products, the Company was able to report growth in average
loans outstanding for the third quarter of 1994 of $17 million when compared
to the second quarter of the current year and $63 million when compared to
1993's third quarter, even as the Bank continued to reduce its non-performing
loans. Total loans outstanding of $1.04 billion at September 30, 1994 were
$62 million above the total of $976 million outstanding at December 31, 1993.
Ignoring certain seasonal fluctuations, quarterly average loan balances
had declined fairly consistently in recent years through the first quarter of
1994. Economic conditions in the Company's market area, which is primarily
southern Louisiana and Mississippi, had been reflected in weak overall loan
demand and in efforts by many commercial loan customers to reduce their
existing debt levels. In recent years, the Bank also consciously reduced its
exposure to credits whose performance had been adversely affected by these
economic conditions. These factors, after consideration of the impact of the
Baton Rouge acquisition in 1994, are still evident in the smaller increase in
year-to-date average loans outstanding of approximately $8 million from the
first nine months of 1993 to the comparable period of 1994.
Deposits
The Company's average total deposits have increased $41 million to $2.44
billion for the third quarter of 1994 compared with $2.40 billion for the
third quarter of 1993. For the first nine months of 1994, average total
deposits have increased $50 million from the comparable period in 1993.
As is shown in Table 1, average non-interest-bearing demand deposits have
risen $30 million or 4.1% to $755 million in the third quarter of 1994 from
$725 million in 1993. Year to date, such demand deposits have increased $37
million or 5.1%. Table 1 also shows that average time deposits, which
includes both core deposits and certificates of deposit of $100,000 and over,
increased $59 million between the third quarter of 1993 and 1994 and $38
million between the comparable year-to-date periods. Core certificates of
deposit of under $100,000 exhibited the most significant growth within the
time category. For each comparative period, the growth in the non-interest
demand and time deposit categories has exceeded the amount attributable to the
Baton Rouge acquisition.
Average savings, interest-bearing demand, and money market account
deposits decreased from the third quarter and first nine months of 1993 to the
comparable periods in 1994, despite the addition of approximately $40 million
to these deposit categories from the Baton Rouge transaction. These changes
have resulted in part from the increasing attractiveness of alternative
investment opportunities in 1994 as market rates have risen.
Investment in Securities
For the first nine months of 1994, the Company's average investment in
securities increased by $120 million or 7.9% to $1.65 billion from $1.53
billion in 1993. A smaller increase of $37 million or 2.4% in the average
investment in securities for the third quarter of 1994, to $1.60 billion from
$1.56 billion in 1993, reflected in part the recent improvement in loan
demand. From December 31, 1993, the Company's total investment in securities
has decreased $69 million or 4.2% to $1.56 billion at September 30, 1994.
Page 11 of 24
<PAGE>
The average investment in securities for both the third quarter and year-
to-date periods in 1994 represented approximately 61% of total interest-
earning assets during these periods, up slightly from 1993. The mix of
period-end and average investments has remained relatively stable, with U. S.
Treasury and government agency issues, excluding mortgage-backed issues,
representing approximately 80% of the totals.
The weighted-average maturity of the overall portfolio of securities was
29 months at September 30, 1994, down from 30 months at the end of the
previous quarter and 34 months at year end 1993. The weighted-average
taxable-equivalent portfolio yield for the third quarter of 1994 was 5.75%, a
small but steady increase from the 5.72% yield for 1994's second quarter and
5.69% for the first quarter of the year.
Asset Quality
Overall asset quality has exhibited a trend of steady improvement over
the past several years. As is shown in Table 3, during the third quarter of
1994, the Bank continued to be successful in its efforts to reduce its
non-performing assets through the full rehabilitation of nonaccruing loans,
the workout of troubled credits, or the sale of repossessed loan collateral.
Non-performing assets totalled $25.0 million at September 30, 1994, some
$24.9 million or 50% below the $49.9 million total at year end 1993 and $28.0
million or 53% lower than the total from a year earlier. For the third
quarter of 1994, the Bank was successful in recovering $8.3 million of
previously charged-off loans, including a $6.1 million recovery from one
borrower. For the same period, the Company identified approximately $900
thousand of loans to be charged off. As is shown in Table 2, year to date
through September 30, 1994, the Company is in a net recovery position of $14.3
million, an improvement of approximately $10.9 million over 1993.
The reserve for possible loan losses is maintained at a level believed by
management to be adequate to absorb potential losses in the portfolio. With
the significant recoveries in the third quarter of 1994, the Company was able
to return $6.1 million of the reserves for possible loan losses to income,
bringing reserve reductions in 1994 to a total of $16.1 million. Through
September 30, 1993, the Company had reduced the reserve for possible loan
losses by $60 million, reflecting the improvement in overall asset quality and
management's determination that efforts to deal with asset quality issues had
yielded lasting positive results. The reserve for possible loan losses
represented 243% of non-performing loans at September 30, 1994. At year end
1993 this reserve coverage was 132%.
The Bank has several property interests which were acquired through
routine banking transactions generally prior to 1933 and which are recorded in
its financial records at a nominal value. Management continually investigates
ways to maximize the return on these assets. No significant dispositions of
these property interests were made during the year ended December 31, 1993 or
the first nine months of 1994. Future dispositions may result in the
recognition of substantial gains.
Page 12 of 24
<PAGE>
Capital Adequacy
The strong earnings reported for the nine months of 1994, including the
effect of the adjustments to the reserve for loan losses, are reflected in the
increase in the Company's and the Bank's regulatory risk-based capital ratios
between December 31, 1993 and September 30, 1994. The total of risk-weighted
assets used in the capital ratio calculations at September 30, 1994 has
increased approximately $46 million from year end 1993, primarily reflecting
an increase in loan commitments and a shift in the asset mix to loans which
generally are assigned a risk-weighting higher than for the Company's
investment securities. For purposes of these calculations, capital does not
currently include the net unrealized gain or loss on securities available for
sale which is reported as a separate component of shareholders' equity.
Page 13 of 24
<PAGE>
The Company's regulatory capital ratios, which are essentially the same
as those calculated for the Bank, are shown here compared to the minimums
currently required for regulatory classification as a "well capitalized"
institution:
<TABLE>
<CAPTION>
Required for
September 30, December 31, well-capitalized
1994 1993 institution
_____________ ____________ ________________
<S> <C> <C> <C>
Tier 1 risk-based
capital ratio 20.36% 18.92% 6.00%
Total risk-based
capital ratio 21.63% 20.19% 10.00%
Tier 1 leverage
capital ratio 9.54% 8.23% 5.00%
</TABLE>
Page 14 of 24
<PAGE>
RESULTS OF OPERATIONS
Net Interest Income
As shown in Table 1, taxable-equivalent net interest income for the third
quarter of 1994 increased $2.5 million or 8.0% from the comparable period in
1993, while the net interest margin was essentially unchanged. In comparison
to the second quarter of the current year, net interest income has increased
approximately $1.9 million and the net interest margin has risen slightly.
For the first nine months of 1994, taxable-equivalent net interest income
increased $3.2 million or 3.5% from the same period in 1993, while the net
interest margin decreased from 4.77% in 1993 to 4.74% in 1994. A combination
of factors contributed to these changes, the components of which are detailed
in Table 1.
Loan interest income increased $4.5 million in the third quarter of 1994
from the comparable period in 1993. Approximately $1.9 million of this
increase was driven by both the growth in average loans outstanding and an
increase in the effective loan portfolio yield. Loan interest income for
1994's third quarter also included $2.6 million of previously collected but
unrecognized interest on loans that had at times in prior years been accounted
for under the cost recovery method. This adjustment was identified through
management's continuing review of the Bank's loan portfolio to ensure
compliance with internal policies. No portion of the total adjustment related
to a particular prior period was material.
Interest income on investment securities decreased approximately $700
thousand in the third quarter of 1994 from the comparable period in 1993,
despite an increase between these periods in the average investment in
securities outstanding. The effective yield on the investment securities
portfolio is not as immediately responsive to rising market rates as are loan
yields. The effective yield was 5.75% in the third quarter of 1994 and 6.09%
in 1993's third quarter, a decrease which reflects the lingering impact of the
falling rate environment that had prevailed until earlier this year. During
1994, the overall effective investment yield has been registering small but
steady increases.
Year-to-date total interest income through September 30, 1994 has
increased from the comparable period in 1993 by approximately $4.5 million.
Factors similar to those discussed above contributed to this overall increase.
The overall effective yield on interest-earning assets for the third quarter
of 1994 was 6.78%, an increase over both the 6.62% yield for the previous
quarter and the 6.35% yield for the first quarter of the year.
Interest expense increased $1.0 million for the third quarter of 1994 and
$1.3 million for the year-to-date period as compared to 1993. These increases
reflect the impact of the rising rate environment during 1994, the growth in
average interest-bearing deposits, and a shift in the deposit mix toward core
time deposits from other lower cost deposit categories, a shift which is
partly attributable to the Baton Rouge acquisition. The overall cost of funds
rate on interest-bearing liabilities was 2.81% in 1994's third quarter, higher
than both the 2.68% rate for 1994's second quarter and 2.55% for the first
three months of 1994.
Page 15 of 24
<PAGE>
Other Income and Expense
Non-interest income increased approximately $400 thousand or 5.8% from
$7.2 million in the third quarter of 1993 to $7.6 million in 1994. Fee
income, including income from service charges on deposit accounts, trust
services, credit card and mortgage-banking operations and international
banking services, showed a net increase of approximately $600 thousand for the
1994 quarter as compared to 1993. Year to date, non-interest income has
increased by $1.7 million or 7.1% from 1993 to 1994, with virtually all of the
increase attributable to fee income.
Total non-interest expense increased approximately $2.2 million or 9.0%
to $26.7 million for the third quarter of 1994 from $24.5 million in the third
quarter of 1993. For the year-to-date period, the increase in non-interest
expense was $2.0 million or 2.7%, to $76.9 million in 1994 from $74.9 million
in 1993.
Salaries and employee benefits expense totalled approximately $13.5
million for the third quarter of 1994 compared to $12.2 million for the third
quarter of 1993, an increase of $1.3 million or 10.8%. Year to date, there
was a $4.2 million increase in this expense category. The 401(k) employee
savings plan implemented in the fourth quarter of 1993, the Baton Rouge
acquisition, merit pay increases and various employee and management
incentives as well as staff additions and changes were responsible for these
increases.
Other non-interest expense for the third quarter of 1994 was
approximately $800 thousand higher than for 1993's third quarter, largely as a
result of certain nonrecurring adjustments in each of these periods. The
year-to-date total for this expense category for 1994 was $2.5 million below
the comparable period of 1993, primarily because of a $2.8 million improvement
in the net expense related to valuation adjustments and recoveries on other
real estate owned and other non-loan problem assets. Excluding this
improvement, other year-to-date non-interest expense in 1994 was approximately
$300 thousand above 1993's level.
Income Taxes
Excluding the reductions in the reserve for possible loan losses which
were taxed at statutory rates, the Company provided for income taxes at an
effective rate of 31.5% in the first nine months of 1994, up from 30.0% for
the comparable period of 1993. The effective rates in each period differ from
the statutory rate of 35% in both 1994 and 1993 primarily because of the tax
exempt income earned on investments in state and municipal obligations. The
higher effective rate in 1994 is largely the result of a lower proportion of
tax-exempt to pre-tax income for 1994 compared to 1993. The Company reviews
its estimated annual effective tax rate throughout the year.
Accounting Changes
The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 106, "Employers' Accounting for Postretirement Benefits Other than
Pensions," and SFAS No. 109, "Accounting for Income Taxes," both effective as
of January 1, 1993. Recording the cumulative effects of these accounting
changes resulted in a nonrecurring increase in net income of $634,000 for the
first quarter and first nine months of 1993. Further details concerning these
accounting changes are provided in the Company's report on Form 10-Q for the
quarter ended March 31, 1993, and in its report on Form 10-K for the year
ended December 31, 1993.
Page 16 of 24
<PAGE>
Effective December 31, 1993, the Company adopted SFAS No. 115 "Accounting
for Certain Investments in Debt and Equity Securities." The statement
specifies criteria for classifying investments as either trading securities,
securities held to maturity, or securities available for sale, and establishes
reporting standards for each classification.
Management considered the Company's existing investment portfolio and
underlying asset/liability management policies and strategies in light of the
new standard and determined that its investments in mortgage-backed securities
met the criteria for classification as securities available for sale. These
securities have been reported at their estimated fair values at September 30,
1994 and December 31, 1993. The tax-effected net unrealized holding gain or
loss on these securities is reported as a separate component of shareholders'
equity in the consolidated balance sheets. The remaining portfolio of
securities has been classified as held to maturity and continues to be
reported at amortized cost. The Company currently maintains no trading
portfolio.
Page 17 of 24
<PAGE>
LIQUIDITY AND OTHER MATTERS
Liquidity
The Company and the Bank manage liquidity to ensure their ability to
satisfy customer demand for credit, to fund deposit withdrawals, to meet
operating and other corporate obligations, and to take advantage of investment
opportunities, all in a timely and cost-effective manner. Traditionally,
these liquidity needs have been met by maintaining a strong base of core
deposits within the Bank and by carefully managing the maturity structure of
the Bank's investment portfolio. The funds provided by current operations and
forecasts of loan repayments are also considered in the liquidity management
process.
The Bank enters into short-term borrowing arrangements by purchasing
federal funds and selling securities under repurchase agreements, both as a
source of funding for certain short-term lending facilities and as part of its
services to correspondent banks and certain other customers. Neither the
Company nor the Bank has accessed long term debt markets as part of liquidity
management.
Average core deposits, defined as all deposits other than time deposits
of $100,000 or more, grew some $41 million from $2.17 billion in the third
quarter of 1993 to $2.21 billion in 1994's third quarter, reflecting in part
the Baton Rouge acquisition. Core deposits comprised approximately 90% of
total average deposits for both of these periods.
As of September 30, 1994, approximately $290 million or 18.5% of the
overall investment securities portfolio, including securities available for
sale, was scheduled to mature within one year. Securities maturing within one
year as of December 31, 1993, totalled $330 million or 20.2% of the investment
portfolio at that date.
The Bank had $494 million in unfunded loan commitments outstanding at
September 30, 1994, an increase of $95 million from the level at December 31,
1993. Contingent obligations under letters of credit and financial guarantees
increased slightly from year end 1993 to a total of $65 million at September
30, 1994. Available credit card lines were $28 million at the end of the
third quarter, essentially unchanged from year end 1993. Draws under these
financial commitments are not expected to place any unusual strain on the
Company's liquidity position.
Page 18 of 24
<PAGE>
TABLE 1.
WHITNEY HOLDING CORPORATION
ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE
(dollars in thousands, unaudited)
<TABLE>
<CAPTION>
Third Quarter Ended September 30,
1994 1993
---------------------------------------------------------------
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Loans (tax equivalent) (1),(2)............... $993,087 $23,264 8.52 % $930,104 $18,707 7.98 %
---------------------------------------------------------------
U. S. Treasury securities.................... $1,029,435 $13,898 5.36 % $901,333 $13,044 5.74 %
U.S. government agency securities............ 260,791 3,744 5.74 337,240 4,919 5.83
Mortgage-backed securities (3)............... 151,061 2,475 6.44 185,096 3,098 6.69
State and municipal securities
(tax equivalent) (1).................... 121,545 2,480 8.16 99,807 2,169 8.69
Corporate bonds and other securities......... 38,331 589 6.15 40,719 676 6.64
---------------------------------------------------------------
Total investment in securities.......... $1,601,163 $23,186 5.75 % $1,564,195 $23,906 6.09 %
---------------------------------------------------------------
Federal funds sold........................... 42,201 494 4.64 % 104,412 797 3.03 %
Interest-bearing deposits.................... - - - - - -
---------------------------------------------------------------
Total interest-earning assets........... $2,636,451 $46,944 6.78 % $2,598,711 $43,410 6.64 %
---------------------------------------------------------------
Cash and due from financial institutions..... 181,924 180,715
Bank premises and equipment, net............. 63,205 61,920
Other real estate owned, net................. 7,220 21,520
Other assets................................. 75,148 74,194
Reserve for possible loan losses............. (42,141) (51,046)
----------- -----------
Total assets............................ $2,921,807 $2,886,014
=========== ===========
LIABILITIES
Savings deposits............................. $534,859 $3,629 2.69 % $557,082 $3,791 2.70 %
NOW and MMDA deposits........................ 571,550 2,596 1.80 597,898 2,924 1.94
Time deposits................................ 581,961 5,335 3.64 522,810 3,894 2.95
---------------------------------------------------------------
Total interest-bearing deposits......... $1,688,370 $11,560 2.72 % $1,677,790 $10,609 2.51 %
---------------------------------------------------------------
Federal funds purchased and
repurchase agreements................... 168,020 1,578 3.73 % 216,496 1,504 2.76 %
---------------------------------------------------------------
Total interest-bearing liabilities...... $1,856,390 $13,138 2.81 % $1,894,286 $12,113 2.54 %
---------------------------------------------------------------
Demand deposits, non-interest-bearing........ 755,361 725,149
Other liabilities............................ 26,351 27,349
Shareholders' equity......................... 283,705 239,230
----------- -----------
Total liabilities and shareholders'
equity............................... $2,921,807 $2,886,014
=========== ===========
Net interest income/margin
(tax equivalent) (1)................ $33,806 4.80 % $31,297 4.79 %
========= ====== ======== =======
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1994 1993
---------------------------------------------------------------
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Loans (tax equivalent) (1),(2)............... $963,469 $61,650 8.46 % $955,411 $56,094 7.85 %
---------------------------------------------------------------
U. S. Treasury securities.................... $1,010,536 $40,668 5.38 % $871,570 $38,474 5.90 %
U.S. government agency securities............ 315,220 12,928 5.47 337,164 14,821 5.86
Mortgage-backed securities (3)............... 162,522 7,810 6.41 188,130 9,593 6.80
State and municipal securities
(tax equivalent) (1).................... 119,935 7,370 8.19 94,270 6,260 8.85
Corporate bonds and other securities......... 38,392 1,779 6.18 35,480 1,885 7.08
---------------------------------------------------------------
Total investment in securities.......... $1,646,605 $70,555 5.72 % $1,526,614 $71,033 6.21 %
---------------------------------------------------------------
Federal funds sold........................... 72,166 1,978 3.67 % 112,262 2,516 3.00 %
Interest-bearing deposits.................... - - - 1,136 26 3.08
---------------------------------------------------------------
Total interest-earning assets........... $2,682,240 $134,183 6.65 % $2,595,423 $129,669 6.67 %
---------------------------------------------------------------
Cash and due from financial institutions..... 188,294 186,045
Bank premises and equipment, net............. 62,041 62,224
Other real estate owned, net................. 11,838 31,244
Other assets................................. 72,660 83,449
Reserve for possible loan losses............. (42,859) (82,988)
----------- -----------
Total assets............................ $2,974,214 $2,875,397
=========== ===========
LIABILITIES
Savings deposits............................. $550,723 $11,124 2.70 % $551,049 $11,399 2.77 %
NOW and MMDA deposits........................ 587,914 7,909 1.80 612,706 9,346 2.04
Time deposits................................ 563,974 14,174 3.36 526,244 11,601 2.95
---------------------------------------------------------------
Total interest-bearing deposits......... $1,702,611 $33,207 2.61 % $1,689,999 $32,346 2.56 %
---------------------------------------------------------------
Federal funds purchased and
repurchase agreements................... 209,978 5,105 3.25 % 226,409 4,678 2.76 %
---------------------------------------------------------------
Total interest-bearing liabilities...... $1,912,589 $38,312 2.68 % $1,916,408 $37,024 2.58 %
---------------------------------------------------------------
Demand deposits, non-interest-bearing........ 761,358 724,120
Other liabilities............................ 26,367 26,392
Shareholders' equity......................... 273,900 208,477
----------- -----------
Total liabilities and shareholders'
equity............................... $2,974,214 $2,875,397
=========== ===========
Net interest income/margin
(tax equivalent) (1)................ $95,871 4.74 % $92,645 4.77 %
========= ====== ========= =======
<FN>
(1) Tax equivalent amounts are calculated using a marginal federal income tax rate of 35%.
(2) Average balance includes nonaccruing loans of $21,750 and $37,272 for the third quarters and $25,621 and
$52,818 for the nine month periods in 1994 and 1993, respectively.
(3) Average balance in 1994 includes unrealized gain (loss) on securities available for sale of ($2,610) for
the quarter and $167 for the nine month period.
These gains (losses) are excluded in calculating yields.
</TABLE>
</PAGE>
Page 19 of 24
<PAGE>
TABLE 2
WHITNEY HOLDING CORPORATION
RESERVE FOR POSSIBLE LOAN LOSSES
(by quarter, in millions, unaudited)
<TABLE>
<CAPTION> 1994 1993 1992
------------------- -------------------------- ---------------
3rd 2nd 1st 4th 3rd 2nd 1st 4th 3rd
------------------- -------------------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Reserve, beginning of quarter $41.4 $39.4 $44.5 $42.0 $49.6 $97.5 $98.6 $100.3 $101.5
Provision for possible loan losses:
Expense of providing loss reserves - - - - - - - - 0.8
Reduction of loss reserves (6.1) - (10.0) - (10.0) (50.0) - - -
Loans charged off (0.9) (0.3) (1.5) (1.0) (0.7) (0.9) (3.8) (4.2) (4.3)
Recoveries 8.3 2.3 6.4 3.5 3.1 3.0 2.7 2.5 2.3
------------------- -------------------------- ---------------
Reserve, end of quarter $42.7 $41.4 $39.4 $44.5 $42.0 $49.6 $97.5 $98.6 $100.3
------------------- -------------------------- ---------------
</TABLE>
</PAGE>
Page 20 of 24
<PAGE>
TABLE 3
WHITNEY HOLDING CORPORATION
NON-PERFORMING ASSETS AND OTHER SELECTED DATA
(end of quarter, dollars in millions, unaudited)
<TABLE>
<CAPTION>
1994 1993 1992
------------------- -------------------------- ---------------
3rd 2nd 1st 4th 3rd 2nd 1st 4th 3rd
------------------- -------------------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Nonaccruing loans..................... $17.5 $22.0 $26.4 $33.6 $34.8 $39.8 $58.0 $70.6 $95.0
Restructured loans.................... - - - - - - - - -
------------------- -------------------------- ---------------
Total non-performing loans......... $17.5 $22.0 $26.4 $33.6 $34.8 $39.8 $58.0 $70.6 $95.0
------------------- -------------------------- ---------------
Other real estate owned, net.......... 7.4 7.4 13.4 16.1 18.0 22.3 37.5 40.2 52.5
Other foreclosed assets............... 0.1 - - 0.2 0.2 0.2 0.3 0.4 1.4
------------------- -------------------------- ---------------
Total non-performing assets........... $25.0 $29.4 $39.8 $49.9 $53.0 $62.3 $95.8 $111.2 $148.9
=================== ========================== ===============
Net gain (loss) on sales of OREO...... $0.3 $1.1 $1.8 $0.8 $0.3 $1.8 $0.7 $0.3 $0.1
=================== ========================== ===============
Reserve for possible
loan losses as a percent of:
Total non-performing
loans.............................. 243% 188% 149% 132% 121% 125% 168% 140% 106%
Total loans........................ 4.1% 4.2% 4.0% 4.6% 4.6% 5.2% 10.0% 9.4% 9.0%
Non-performing loans as a percent of
total loans........................ 1.69% 2.21% 2.70% 3.45% 3.80% 4.20% 6.12% 6.75% 8.91%
Non-performing assets as a percent of
total assets....................... 0.87% 1.01% 1.28% 1.66% 1.85% 2.18% 3.33% 3.77% 5.33%
</TABLE>
</PAGE>
Page 21 of 24
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 10.1 - Agreement between Whitney Holding Corporation, Whitney
National Bank and William L. Marks, incorporated by reference to the
Company's 1990 Form 10-K
Exhibit 10.2 - Stock Option Agreement between Whitney Holding
Corporation and William L. Marks, incorporated by reference to the
Company's 1990 Form 10-K
Exhibit 10.3 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and William L. Marks, incorporated by reference to
the Company's June 30, 1993 Form 10-Q
Exhibit 10.4 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and R. King Milling, incorporated by reference to
the Company's June 30, 1993 Form 10-Q
Exhibit 10.5 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Edward B. Grimball, incorporated by reference
to the Company's June 30, 1993 Form 10-Q
Exhibit 10.6 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Kenneth A. Lawder, Jr., incorporated by
reference to the Company's June 30, 1993 Form 10-Q
Exhibit 10.7 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and G. Blair Ferguson, effective July 1, 1993,
incorporated by reference to the Company's September 30, 1993 Form 10-Q.
Exhibit 10.8 - Executive agreement between Whitney Holding Corporation,
Whitney National Bank and Joseph W. May, effective December 13, 1993,
incorporated by reference to the Company's 1993 Form 10-K.
Exhibit 10.9 - Long-term incentive program, incorporated by reference to
the Company's 1991 Form 10-K
Exhibit 10.10 - Executive compensation plan, incorporated by reference
to the Company's 1991 Form 10-K
Exhibit 10.11 - Form of restricted stock agreement between Whitney
Holding Corporation and certain of its officers, incorporated by
reference to the Company's June 30, 1992 Form 10-Q
Exhibit 10.12 - Form of stock option agreement between Whitney Holding
Corporation and certain of its officers, incorporated by reference to
the Company's June 30, 1992 Form 10-Q
Exhibit 10.13 - Directors' Compensation Plan, incorporated by reference
to the Company's Proxy Statement dated March 24, 1994
(b) There were no reports filed on Form 8-K during the quarter for which
this report is filed.
Page 22 of 24
<PAGE>
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.
WHITNEY HOLDING CORPORATION
(Registrant)
Date: November 14, 1994 By: /s/Edward B. Grimball
------------------------ --------------------------------
Edward B. Grimball
Executive Vice President &
Chief Financial Officer
Page 23 of 24
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 177,588
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 9,940
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 145,841
<INVESTMENTS-CARRYING> 1,419,013
<INVESTMENTS-MARKET> 1,393,160
<LOANS> 1,037,612
<ALLOWANCE> (42,651)
<TOTAL-ASSETS> 2,889,830
<DEPOSITS> 2,430,813
<SHORT-TERM> 146,618
<LIABILITIES-OTHER> 24,625
<LONG-TERM> 146,618
<COMMON> 2,800
0
0
<OTHER-SE> 292,572
<TOTAL-LIABILITIES-AND-EQUITY> 2,889,830
<INTEREST-LOAN> 61,442
<INTEREST-INVEST> 67,975
<INTEREST-OTHER> 1,978
<INTEREST-TOTAL> 131,395
<INTEREST-DEPOSIT> 33,207
<INTEREST-EXPENSE> 38,312
<INTEREST-INCOME-NET> 93,083
<LOAN-LOSSES> (16,139)
<SECURITIES-GAINS> 44
<EXPENSE-OTHER> 33,035
<INCOME-PRETAX> 57,282
<INCOME-PRE-EXTRAORDINARY> 38,703
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 38,703
<EPS-PRIMARY> 2.66
<EPS-DILUTED> 2.66
<YIELD-ACTUAL> 6.65
<LOANS-NON> 17,549
<LOANS-PAST> 321
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 44,485
<CHARGE-OFFS> 2,757
<RECOVERIES> 17,062
<ALLOWANCE-CLOSE> 42,651
<ALLOWANCE-DOMESTIC> 30,871
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 11,780
</TABLE>
