<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the
- ------ Securities Exchange Act of 1934
For the quarterly period ended March 31, 1996 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: 0-15984
---------------
COMBANCORP
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-3737171
- ------------------------------------------------ ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
6001 E. Washington Blvd., City of Commerce, CA 90040
- ------------------------------------------------ ----------------------
(Address of Principal executive offices) (Zip Code)
(213) 724-8800
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- -------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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
-------- ----------
As of March 31, 1996, there were 565,789 outstanding shares of the
issuer's Common Stock, no par value.
<PAGE> 2
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEET
(unaudited)
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
-------------- -----------------
<S> <C> <C>
ASSETS
Cash and due from banks - demand $ 5,010,455 $ 5,639,763
Federal funds sold 1,700,000 2,800,000
----------- -----------
Cash and cash equivalents 6,710,455 8,439,763
Interest-bearing deposits with
financial institutions 9,690,000 11,755,000
Investment in Federal Reserve Bank Stock 120,000 120,000
Securities available for sale 25,038,203 21,046,565
Loans 23,726,665 23,771,964
Less:
Deferred loan fees and costs 64,752 65,731
Unearned discount on acquired loans 71,377 84,823
Reserve for possible loan losses 402,433 432,559
----------- -----------
Net loans 23,188,103 23,188,851
Premises and equipment, net 3,230,626 3,291,753
Other real estate owned 106,926 106,926
Accrued interest receivable and
other assets 885,304 881,171
----------- ----------
Total assets $68,969,617 $68,830,029
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Demand non-interest bearing $22,901,300 $21,805,536
Savings and other interest
bearing accounts 25,684,349 26,691,892
Time, $100,000 and over 5,407,403 5,381,974
Other time 8,530,990 8,144,395
----------- -----------
Total deposits 62,524,042 62,023,797
Accrued interest payable and
other liabilities 223,948 421,322
----------- -----------
Total liabilities 62,747,990 62,445,119
----------- -----------
Shareholders' equity:
Common stock 4,453,300 4,453,300
Retained earnings 1,880,513 1,796,650
Unrealized gain on securities
available for sale, net (112,186) 134,960
----------- -----------
Total shareholders' equity 6,221,627 6,384,910
----------- -----------
Total liabilities and shareholders' equity $68,969,617 $68,830,029
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
2
<PAGE> 3
CONSOLIDATED STATEMENT OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
-----------------------------
1996 1995
---------- ----------
<S> <C> <C>
Interest income:
Interest on loans $ 650,258 $ 791,817
Interest on deposits with financial
institutions 167,092 123,172
Interest on securities 352,429 255,150
Interest on Federal funds sold 40,732 156,820
---------- ----------
Total interest income 1,210,511 1,326,959
Interest expense on deposits 305,080 280,460
---------- ----------
Net interest income 905,431 1,046,499
Provision for loan losses (130,000) (30,000)
---------- ----------
Net interest income after provision
for loan losses 775,431 1,016,499
---------- ----------
Other income:
Gain on call of securities 3,317 -
Service charges and other income 147,632 177,311
---------- ----------
Total other income 150,949 177,311
---------- ----------
Other operating expenses:
Salaries and employee benefits 375,891 400,434
Occupancy 65,697 99,809
Equipment 53,839 39,084
Professional fees 82,818 46,831
Advertising 5,815 19,005
Business promotion 16,948 14,906
Stationery and supplies 40,629 35,906
Data processing 40,741 40,389
Other 99,739 205,710
---------- ----------
Total other operating expenses 782,117 902,074
---------- ----------
Income before income taxes 144,263 291,736
Provision for income taxes 60,400 121,100
---------- ----------
Net income $ 83,863 $ 170,636
========== ==========
Per share:
Net income $ 0.15 $ 0.30
========== ==========
Dividends $ - $ 0.25
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE> 4
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Period ended March 31,
-------------------------------
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 83,863 $ 170,637
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on call of securities (3,317) -
Provision for loan losses 130,000 30,000
Depreciation and amortization 78,651 51,718
Amortization of deferred loan fees (14,855) (20,563)
Net accretion of discount on securities (14,502) (93,015)
Accretion of unearned discount on acquired loans (13,446) (53,866)
Net (increase) decrease in accrued income
receivable and other assets (18,373) 40,320
Increase in taxes payable 60,400 32,445
Net increase (decrease) in accrued interest
payable and other liabilities (79,821) 35,359
----------- -----------
Net cash provided by operating activities 208,600 193,035
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest bearing
deposits with other financial institutions 2,065,000 (597,000)
Proceeds from maturities and calls of
securities available for sale 3,600,106 200,400
Purchases of securities available for sale (7,999,024) (1,444,768)
Net (increase) decrease in loans (100,951) 1,081,282
Purchases of premises and equipment (3,284) (29,980)
----------- -----------
Net cash used in investing activities (2,438,153) (790,066)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits 500,245 (1,098,303)
Dividends paid - (141,447)
----------- -----------
Net cash provided by (used in) financing activities 500,245 (1,239,750)
----------- -----------
Decrease in cash and cash equivalents (1,729,308) (1,836,781)
CASH AND CASH EQUIVALENTS
Beginning of year 8,439,763 17,350,356
----------- -----------
End of period $ 6,710,455 $15,513,575
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1996
(unaudited)
Note 1. Basis of Presentation
---------------------
The accounting and reporting policies of the Company and its
subsidiary are in accordance with generally accepted accounting principles and
conform to general practices within the banking industry. The financial
statements are prepared on the accrual basis of accounting with all significant
income and expense items accrued at the respective statement dates. The
financial statements include the accounts of the Company and its wholly-owned
subsidiary, Commerce National Bank (the "Bank"). All material intercompany
accounts and transactions have been eliminated.
In management's opinion, the accompanying financial statements reflect
all material adjustments (consisting only of normal recurring accruals)
necessary to a fair statement of the results for the interim periods presented.
The results for the interim period ended March 31, 1996, are not necessarily
indicative of the results which will be reported for the entire year.
Note 2. Income Per Share
----------------
Income per share is computed using the weighted average number of
shares of common stock and common stock equivalents outstanding. Stock options
are considered to be common stock equivalents, except when their effect would
be antidilutive or immaterial. The weighted average number of shares used to
compute income per share was 565,789 for each period presented.
Note 3. Availability of Funds From Bank
-------------------------------
Under Federal banking law, dividends declared by the Bank in any
calendar year may not, without the approval of the Comptroller of the Currency,
exceed the Bank's net income, as defined, for that year combined with its
retained net income for the preceding two years.
Federal banking law restricts the Bank from extending credit to the
Company in excess of 10 percent of the Bank's capital stock and surplus, as
defined. Any such extensions of credit are subject to strict collateral
requirements.
5
<PAGE> 6
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Condition
- -------------------
The Company's consolidated balance sheet at March 31, 1996 reflected a
modest increase of .2% in total assets and .8% in deposits from December 31,
1995. As a result of continued slow loan demand, the Bank experienced a
decrease of .2% in gross loans during this period.
The components of the changes in loans are as follows:
<TABLE>
<CAPTION>
Increase (Decrease)
over December 31, 1995
----------------------
<S> <C>
Commercial loans 0.0%
Real estate - construction 8.9%
Real estate - primarily loans for
acquisition or improvement of
owner occupied offices and
industrial property (3.1%)
Real estate - mortgage loans acquired (0.5%)
Installment loans 0.3%
</TABLE>
The loan to deposit ratio at March 31, 1996 was 37.9%, compared to
38.3% at December 31, 1995. Non-performing loans (i.e., those past due 90 days
and/or on non-accrual) at March 31, 1996 amounted to approximately $284,300 as
compared to approximately $269,700 at December 31, 1995, a 5.4% increase.
Impairment of loans having recorded investments of approximately $103,000 at
March 31, 1996 has been recognized. The total allowance for loan losses
related to this loan was $5,200 on March 31, 1996. The average recorded
investment for all impaired loans during the first quarter of 1996 was
$103,000. No interest income was recognized on this loan during this period.
<TABLE>
<CAPTION>
=====================================================================================
Loans on
Loans past due over 90 non-accrual
March 31, 1996 days and still accruing status
- -------------------------------------------------------------------------------------
<S> <C> <C>
Commercial $ 1,916 $ -
Real Estate:
Construction - -
Other - 102,575
Mortgage loans acquired 144,266 -
Consumer/Installment 35,497 -
- -------------------------------------------------------------------------------------
Total $181,679 $102,575
=====================================================================================
</TABLE>
6
<PAGE> 7
Non-performing loans at March 31, 1996 consisted of the following:
- -- A loan on non-accrual status in the amount of $102,575 which is
secured by a first trust deed on commercial property. The Bank has
filed for a relief from "stay" with the Bankruptcy courts so that it
can proceed with the sale of the property.
- -- A mortgage loan on a secured single family dwelling loan in the
amount of $144,266, on which the Bank has not received a payment since
January 5, 1996. A demand was sent to the borrower, who has not
responded, and a notice of default is to be filed In April. This
loan has been habitually past due.
- -- A loan in the amount of $29,531 secured by a second trust deed on a
single family residence. It appears that this loan will be a
probable loss.
- -- The balance of the non-performing loans totals $7,881, all of which
are still accruing interest, consists of one commercial loan, two
credit card loans, and a reserve line of credit.
Other Real Estate Owned ("OREO") at March 31, 1996 remained at
$106,926 as compared to December 31, 1995. Management believes that it has
adequately reserved for those loans representing an above normal degree of
risk.
<TABLE>
<CAPTION>
====================================================================================================
ASSET QUALITY RATIOS: March 31, 1996 December 31, 1995
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Non-performing loans to gross loans 1.2% 1.1%
Non-performing loans and OREO to total assets 0.6% 0.5%
====================================================================================================
</TABLE>
The allowance and provision for loan losses is a general reserve
established by management to absorb potential losses inherent in the entire
loan portfolio. The level and rate of additions to the allowance for loan
losses are based on a continuing analysis of the loan portfolio and at March
31, 1996, reflected an amount which in management's judgment was adequate for
known and inherent losses. In evaluating the adequacy of the allowance,
management gives consideration to economic prospects and net worth of the
individual borrowers and guarantors, collateral evaluation, the nature and
amount of loans subject to adverse classification, the total size and mix of
the loan portfolio and such other factors that deserve recognition. The
allowance for loan losses aggregated $402,433 at March 31, 1996, or 1.7% of
outstanding loans, as compared to $432,559, or 1.8% of outstanding loans at
December 31, 1995. During the same period, the allowance for loan losses as a
percentage of non-performing loans was 141.6% and 160.4%, respectively.
Funds not required for lending activities at March 31, 1996 were
invested in U. S. treasury and agency securities, investment grade corporate
notes, municipal bonds, interest-bearing deposits with other financial
institutions and Federal funds sold. At March 31, 1996, Federal funds sold and
interest bearing deposits with financial institutions decreased by
approximately $1.1 million and $2.1 million, respectively, when compared to
December 31, 1995, while securities available for sale increased by
approximately $4.0 million during the same period. Maturing securities have
been reinvested in the higher yielding callable U.S. treasury and agency
securities maturing between 1 year and 10 years to protect against loss of
income due to interest rate risk. The net unrealized gain or loss on
securities available for sale, net of deferred taxes, included in shareholders'
equity decreased from an unrealized gain of $134,960 at December 31, 1995 to an
unrealized loss of $112,186 at March 31, 1996, reflecting the decrease in
market value due to the increase in yields in the market during the first
quarter of 1996.
7
<PAGE> 8
Results of Operations
- ---------------------
Net income for the quarter ended March 31, 1996 was $83,863, or $.15
per share, compared to $270,636, or $.30 per share, for the quarter ended March
31, 1995.
Net interest income for the quarter ended March 31, 1996 decreased
approximately 13.5% over the comparable period in 1995 primarily due to the
decrease in yield on average interest bearing assets from 8.7% during the first
quarter of 1995 to 8.1% during the first quarter of 1996 as well as the 2.0%
decrease in average interest earning assets. Interest expense increased
approximately 8.8% over the comparable period in 1995 due to the increase in
cost of funds from 2.8% in 1995 to 3.1% in 1996 which was somewhat offset by
the 3.2% decrease in average interest-bearing liabilities. The annualized net
interest margin on average earning assets decreased to 6.0% during the first
quarter of 1996, compared to 6.8% during the comparable period in 1995.
The provision for loan loss expense increased $100,000, or 333.3%
during the first quarter 1996, compared to the comparable period in 1995, which
primarily reflects management's recognition and charge off of certain credits
that arose in the first quarter of 1996 and management's assessment of the
potential risks in the loan portfolio.
Other income decreased approximately $26,000, or 14.9% during the
first quarter of 1996 as compared to the same period in 1995. No individual
component is primarily responsible. Other operating expenses decreased
approximately $120,000, or 13.3% during the first quarter of 1996 over the
comparable period of 1995. Occupancy expense decreased $34,112, or 34.2% due to
the fact that the Bank exercised its option to purchase the Downey Branch
facility from the Federal Deposit Insurance Corporation (FDIC) and was able to
significantly decrease the monthly expense on the lease by substituting it with
an asset which will be depreciated over the life of that asset. Professional
expenses increased $35,987, or 76.8%, due to the utilization of a marketing
consultant to train the Bank's employees on the various products and a sales
consultant to train the employees on how to sell those products. Other
expenses decreased $105,972, or 51.5% due primarily to the decrease of $91,868,
or 99.5%, in FDIC fees. Total other operating expenses as a percentage of
total interest income decreased from 68.0% during the first quarter of 1995 to
64.6% during the first quarter of 1996.
Liquidity and Interest Rate Sensitivity
- ---------------------------------------
At March 31, 1996, total earning assets were $60.3 million, or 87.4%
of total assets. The Company's liquid assets were approximately $19 million
and consisted of cash and due from banks, interest-bearing deposits with
financial institutions, unpledged securities maturing within one year and
Federal funds sold. The liquidity ratio (i.e., liquid assets to total
deposits) was 30.4% compared to 55.2% at December 31, 1995. This reflects the
longer term securities in the Bank's available-for-sale portfolio as well as
the $1.4 million in pledged securities. The Bank has outstanding commitments
to lend in the amount of approximately $8.2 million at March 31, 1996 compared
to $6.6 million at December 31, 1995. Since many of the commitments are
expected to expire without being drawn upon, the total commitment amounts do
not necessarily represent future cash requirements. The Company has no other
material unrecorded commitments for funds.
8
<PAGE> 9
Interest-bearing deposits with financial institutions at March 31,
1996 consisted exclusively of time certificates of deposit, all of which mature
within one year. The Company's securities available for sale consisted
primarily of U.S. treasury and agency obligations, corporate bonds, and bank
qualified municipal bonds, which were readily marketable. At March 31, 1996,
the book value of these securities exceeded their market value by approximately
$193,000. Securities totaling $1,400,000 were pledged to secure Treasury Tax
and Loan deposits and public funds. The Company's loan portfolio was also
relatively liquid with approximately 69% of the outstanding loans maturing
within one year or sensitive to changes in interest rates.
The Company believes that its position with respect to interest rate
fluctuations is favorable, in that the majority of the Company's loans bear a
floating rate of interest and the majority of its investments have short
maturities.
At March 31, 1996, the Company was in a liability sensitive position
through its one year gap and an asset sensitive position in its over one year
gap. The 90 day gap, (i.e., the difference between assets and liabilities
that reprice in that period as a percentage of total assets) was negative, or
liability sensitive, at 13%, and its cumulative gap was asset sensitive at 30%.
Generally, an asset sensitive position will result in enhanced earnings in a
rising interest rate environment and declining earnings in a falling interest
rate environment because larger volumes of assets than liabilities will
reprice. Conversely, a liability sensitive position will be detrimental to
earnings in a rising interest rate environment and will enhance earnings in a
falling interest rate environment.
9
<PAGE> 10
The Asset and Liability Maturity Repricing Schedule below sets forth
the distribution of repricing opportunities for the Company's interest earning
assets and liabilities, the interest sensitivity gap and the ratio of
cumulative gap to total assets.
<TABLE>
<CAPTION>
============================================================================================================
Interest Sensitivity Period
(IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------------
over over over
3 months 6 months 1 year
3 months through through through over
or less 6 months 1 year 5 years 5 years Total
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest Earning Assets:
Federal funds sold $ 1,700 $ - $ - $ - $ - $ 1,700
Securities 1,100 202 2,672 15,891 5,293 25,158
Deposits with other institutions 3,946 1,982 3,762 - - 9,690
Loans 15,980 81 329 5,628 1,709 23,727
- ------------------------------------------------------------------------------------------------------------
TOTAL $22,726 $ 2,265 $ 6,763 $21,519 $ 7,002 $60,275
============================================================================================================
Interest Bearing Liabilities:
Time Deposits:
a) TCD's less than $100M $ 3,791 $ 1,912 $ 1,720 $ 862 $ 1 $ 8,286
b) TCD's $100M and over 2,421 1,810 1,050 371 - 5,652
Savings 9,212 - - - - 9,212
Money Market 8,723 - - - - 8,723
Now Accounts 7,749 - - - - 7,749
- ------------------------------------------------------------------------------------------------------------
TOTAL $31,896 $ 3,722 $ 2,770 $ 1,233 $ 1 $39,622
============================================================================================================
Interest Sensitivity Gap:
Interval $(9,170) $ (1,457) $ 3,993 $20,286 $ 7,001
Cumulative $(9,170) $(10,627) $(6,634) $13,652 $20,653 $20,653
============================================================================================================
Ratio of cumulative gap
to total assets (13)% (15)% (10)% 20% 30% 30%
============================================================================================================
</TABLE>
At March 31, 1996, the Company was entitled to borrow on a
collateralized basis at the discount window at the Federal Reserve Bank of San
Francisco. In addition, the Bank has available a Federal funds line of credit
in the amount of $1 million with one of its correspondent banks.
10
<PAGE> 11
Capital Resources
- -----------------
The Company is currently exempt from the Federal Reserve Board's
risk-based capital guidelines because consolidated assets are under $150
million. However, the Bank is subject to the risk-based capital guidelines
adopted by the Office of the Comptroller of the Currency. These guidelines
require the Bank to maintain a minimum ratio of total capital-to-risk-weighted
assets of 8% (of which at least 4% must consist of tier 1 capital), and a
leverage ratio of at least 3%. At March 31, 1996, the Bank had a total
capital-to-risk-weighted assets ratio of 19.4%, with a tier 1 capital ratio of
18.2%, and a leverage ratio of 8.6%.
Recent Accounting Developments
- ------------------------------
In 1995, the FASB issued Statement No. 123, "Accounting for Stock-based
Compensation". Statement No. 123 establishes financial accounting and reporting
standards for stock-based employee compensation plans such as a purchase plan.
The Statement generally suggests stock-based compensation transactions be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, whichever is more reliably measurable.
An enterprise may continue to follow the requirements of Accounting Principles
Board (APB) Opinion No. 25, which does not require compensation to be recorded
if the consideration to be received is at least equal to the fair value at the
measurement date. If an enterprise elects to follow APB Opinion No. 25, it
must disclose the pro forma effects on net income as if compensation were
measured in accordance with the suggestions of Statement No. 123. The Company
has not determined if it will continue to follow APB Opinion No. 25 or follow
the guidance of Statement No. 123. However, adoption of this pronouncement in
1996 is not expected to have a material impact on the financial statements.
11
<PAGE> 12
PART II. OTHER INFORMATION
Items 1 - 4.
Inapplicable
Item 5. Other Information
-----------------
On April 26, 1996, COMBANCORP signed an agreement in principle for
BanPonce to acquire all of the common stock of COMBANCORP for $10,375,000 in
cash. BanPonce, a $16 billion bank holding company based in Puerto Rico,
operates 215 bank branches, including 29 in New York, 6 in New Jersey, 4 in
Chicago and 1 in Los Angeles.
The merger is conditioned upon obtaining the execution of a definitive
agreement, approval of the shareholders of COMBANCORP, receipt of all required
governmental and regulatory consents and other customary closing conditions.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
The registrant filed no reports on Form 8-K during the quarter
ended March 31, 1996.
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.
COMBANCORP
Date: May 6, 1996 By: /s/ RICHARD F. DEMERJIAN
---------------------------------
Richard F. Demerjian
Chief Executive Officer
Date: May 6, 1996 By: /s/ ESTHER G. WILSON
---------------------------------
Esther G. Wilson
Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1
<CASH> 5,010,455
<INT-BEARING-DEPOSITS> 9,690,000
<FED-FUNDS-SOLD> 1,700,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 120,000
<INVESTMENTS-CARRYING> 25,038,203
<INVESTMENTS-MARKET> 0
<LOANS> 23,726,665
<ALLOWANCE> 402,433
<TOTAL-ASSETS> 68,969,617
<DEPOSITS> 62,524,042
<SHORT-TERM> 0
<LIABILITIES-OTHER> 223,948
<LONG-TERM> 0
4,453,300
0
<COMMON> 0
<OTHER-SE> 1,768,327
<TOTAL-LIABILITIES-AND-EQUITY> 68,969,617
<INTEREST-LOAN> 650,258
<INTEREST-INVEST> 560,253
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 1,210,511
<INTEREST-DEPOSIT> 305,080
<INTEREST-EXPENSE> 305,080
<INTEREST-INCOME-NET> 905,431
<LOAN-LOSSES> (130,000)
<SECURITIES-GAINS> 3,317
<EXPENSE-OTHER> 782,117
<INCOME-PRETAX> 144,263
<INCOME-PRE-EXTRAORDINARY> 144,263
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 83,863
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
