U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly period ended March 31, 1998
--------------
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 33-22224-B
----------
Beverly National Corporation
-----------------------------------------------------------
(Name of small business issuer as specified in its charter)
Massachusetts 04-2832201
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
240 Cabot Street Beverly, Massachusetts 01915
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (508) 922-2100
------------------
Check whether the issuer (l) filed all reports required to be filed by Section
l3 or l5 (d) of the Securities Exchange Act during the past l2 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
------- -------
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years.
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
Yes _______ No _______
Applicable only to corporate issuers.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of May 1, 1998. 1,536,574 shares
---------------------
Transitional small business disclosure format Yes_______
No X
-------
<PAGE>
BEVERLY NATIONAL CORPORATION
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1.
Financial Statements (Unaudited)
Consolidated Balance Sheets at
March 31, 1998 and December 31, 1997 . . . . . . . . . . . . 3-4
Consolidated Statements of Income for the Three Months
Ended March 31, 1998 and 1997 . . . . . . . . . . . . . . . 5-6
Consolidated Statements of Cash Flow for the
Three Months Ended March 31, 1998 and 1997 . . . . . . . . . 7-8
Notes to Consolidated Financial Statements . . . . . . . . . 9
Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . . . . . 10
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 15
Item 2.
Changes in Securities and Use of Proceeds . . . . . . . . . 15
Item 3.
Defaults Upon Senior Securities . . . . . . . . . . . . . . 15
Item 4.
Submission of Matters to a Vote of Security Holders . . . . 15
Item 5.
Other Information. . . . . . . . . . . . . . . . . . . . . 15
Item 6.
Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . 15
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
BEVERLY NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
March 31, December 31,
1998 1997
------------- -------------
ASSETS
Cash and due from banks $ 9,705,555 $ 9,587,570
Federal funds sold 22,500,000 9,100,000
Investments in available-for-sale securities
(at fair value) 24,622,074 20,796,287
Investments in held-to-maturity securities 12,171,837 17,185,188
Federal Reserve Bank stock, at cost 97,500 97,500
Loans:
Commercial 24,138,886 23,184,382
Real estate - construction and land development 4,907,655 6,506,718
Real estate residential 44,848,522 49,140,474
Real estate - commercial 44,560,562 44,241,896
Consumer 7,300,838 7,651,660
Municipal 3,290,143 1,750,000
Other 727,430 512,516
Allowance for possible loan losses (1,987,104) (2,163,349)
Deferred loan fees, net 79,673 19,848
Unearned income 0 0
------------- -------------
Net loans 127,866,605 130,844,145
Mortgages held for sale 224,992 376,533
Premises and equipment, net 4,768,320 4,819,606
Other Real Estate Owned 0 0
Accrued interest receivable 1,278,788 1,162,497
Other assets 1,461,261 1,410,187
------------- -------------
$ 204,696,932 $ 195,379,513
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest bearing $ 33,596,665 $ 39,083,761
Interest bearing
Regular savings 39,483,091 39,187,382
NOW accounts 34,177,391 32,036,110
Money market accounts 23,006,902 15,813,378
Time deposits 54,872,379 50,170,379
------------- -------------
Total deposits 185,136,428 176,291,010
Notes payable 385,627 385,627
Employee Stock Ownership Plan loan 200,000 300,000
Other liabilities 1,447,627 1,412,166
------------- -------------
Total liabilities 187,169,682 178,388,803
------------- -------------
<PAGE>
Stockholders' equity:
Preferred stock, $2.50 par value per share;
300,000 shares authorized; issued and
outstanding none
Common stock, $2.50 par value per share;
2,500,000 shares authorized; issued
791,349; outstanding, 768,287 shares
as of March 31, 1998 and 760,482 shares
as of December 31, 1997. 1,978,373 1,978,373
Paid-in Capital 4,277,264 4,319,092
Retained earnings 11,853,588 11,558,988
Treasury stock, at cost (23,062 shares as
of March 31, 1998 and 30,867 shares as
of December 31, 1997) (427,467) (572,093)
Net unrealized holding gain (loss) on
available-for-sale securities 45,492 6,350
Unearned compensation - Employee Stock
Ownership Plan (200,000) (300,000)
------------- -------------
Total stockholders' equity 17,527,250 16,990,710
------------- -------------
$ 204,696,932 $ 195,379,513
============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
BEVERLY NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended March 31,
1998 1997
-------------- -------------
INTEREST AND DIVIDEND INCOME:
Interest and fees on loans $ 2,954,282 $ 2,709,612
Interest and dividends on investment
securities:
Taxable 574,029 611,030
Tax-exempt 5,764 3,199
Other interest 166,886 90,244
------------- -------------
Total interest and dividend income 3,700,961 3,414,085
------------- -------------
INTEREST EXPENSE:
Interest on deposits 1,295,043 1,188,123
Interest on short -term borrowings 0 0
Interest on notes payable 8,696 8,484
------------- -------------
Total interest expense 1,303,739 1,196,607
------------- -------------
Net interest and dividend income 2,397,222 2,217,478
------------- -------------
Provision for loan losses 0 0
------------- -------------
Net interest and dividend income after
provision for loan losses 2,397,222 2,217,478
------------- -------------
NONINTEREST INCOME:
Income from fiduciary activities 271,277 263,947
Service charges on deposit accounts 93,338 107,456
Other deposit fees 57,148 50,346
Other income 91,690 66,794
------------- -------------
Total noninterest income 513,453 488,543
------------- -------------
NONINTEREST EXPENSE:
Salaries and employee benefits 1,279,276 1,148,672
Occupancy expense 200,217 180,323
Equipment expense 109,300 101,129
Investment security loss, net 0 0
Data processing fees 57,740 61,055
Stationery and supplies 38,545 47,175
Other expense 441,929 426,582
------------- -------------
Total noninterest expense 2,127,007 1,964,937
------------- -------------
Income before income taxes 783,668 741,085
Income taxes 314,100 311,900
------------- -------------
Net Income $ 469,568 $ 429,185
============= =============
<PAGE>
Earnings per share:
Primary shares outstanding 834,924 788,764
============= =============
Net income per share $ 0.56 $ 0.54
============= =============
Dividends per share $ 0.18 $ 0.16
============= =============
Special dividend per share $ 0.05 $ 0.06
============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
BEVERLY NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 1998 and 1997
(Unaudited)
1998 1997
------------ ------------
Cash flows from operating activities:
Interest received $ 3,460,111 $ 3,139,861
Service charges and other income 503,065 488,543
Interest paid (1,339,499) (1,189,849)
Cash paid to suppliers and employees (1,805,916) (2,183,948)
Income taxes paid (112,137) (169,160)
------------ ------------
Net cash provided by operating activities 705,624 85,447
------------ ------------
Cash flows from investing activities:
Proceeds from maturities of investment
securities 3,042,938 2,535,208
Proceeds from maturities of investment
securities 8,137,008 1,121,630
Purchases of investment securities held-to-
maturity 1,999,531 (987,188)
Purchases of investment securities available-
for-sale (11,902,636) (2,113,781)
Net increase in loans 3,003,669 (4,251,028)
Proceeds from sale of mortgages 161,929 0
Capital expenditures (57,528) (540,971)
Recoveries of previously charged off loans 48,295 5,592
(Increase) decrease in other assets (20,739) (351,460)
Increase (decrease) in other liabilities (373,354) 168,702
------------ ------------
Net cash provided by (used in) investing
activities 4,039,113 (4,413,296)
Cash flows from financing activities:
Net increase (decrease) in demand deposits,
NOW, money market & savings accounts 4,143,418 (3,034,305)
Net increase (decrease) in time deposits 4,702,000 (335,745)
Issued treasury stock 102,798 0
Dividends paid (174,968) (120,701)
------------ ------------
Net cash used in financing activities 8,773,248 (3,490,751)
------------ ------------
Net increase (decrease) in cash and cash
equivalents 13,517,985 (7,818,600)
Cash & cash equivalents beginning of year 18,687,570 25,363,278
------------ ------------
Cash & cash equivalents at March 31: $ 32,205,555 $ 17,544,678
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
BEVERLY NATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 1998 and 1997
(Unaudited)
(Continued)
Reconciliation of net income to net cash provided by operating activities:
1997 1996
-------- --------
Net income $469,568 $429,185
Depreciation expense 108,814 91,926
Amortization expense of investment securities 1,274 8,146
Accretion income of investment securities (51,409) (10,479)
Change in prepaid interest 983 983
Provision for loan losses 0 0
Increase (decrease) in taxes payable 201,963 142,740
(Increase) Decrease in interest receivable (116,291) (243,785)
Increase (decrease) in interest payable (36,743) 5,775
Increase (decrease) in accrued expenses 243,595 (268,648)
Net (gain) loss on sale of mortgages (10,388) (514)
Change in deferred loan fees (74,424) (28,106)
Change in prepaid expenses (31,318) (41,776)
-------- --------
Total adjustments 236,056 (343,738)
-------- --------
Net cash provided by operating activities $705,624 $ 85,447
======== ========
Non-cash investing activities:
Loans transferred to other real estate owned $0 $ 82,933
<PAGE>
BEVERLY NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(Unaudited)
1. BASIS OF PRESENTATION
The interim consolidated financial statements contained herein are
unaudited but, in the opinion of management, include all adjustments which
are necessary, to make the financial statements not misleading. All such
adjustments are of a normal recurring nature. The results of operations
for any interim period are not necessarily indicative of results that may
be expected for the year ended December 31, 1998.
2. EARNINGS PER SHARE
Earnings per share calculations are based on the weighted average number
of common shares outstanding during the period.
3. LEVERAGED E.S.O.P.
The prepared financial statements include adjusting entries to properly
reflect the leveraged portion of the Employee Stock Ownership Plan.
4. RECLASSIFICATION
Certain amounts in the prior year have been reclassified to be consistent
with the current year's statement presentation.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
- ------------
The following discussion includes Beverly National Corporation (the
"Corporation") and its subsidiaries, Beverly National Bank (the "Bank"), and
Cabot Street Realty Trust (the "Realty Trust").
Summary
- -------
The Corporation's net income for the three months ended March 31, 1998, was
$469,568 as compared to $429,185 for the time period ended March 31, 1997.
This represents a increase of $40,383 or 9.4%. Earnings per share totaled $.56
for the three months ende d March 31, 1998, as compared to earnings per share
of $.54 for the three months ended March 31, 1997.
THREE MONTHS ENDED MARCH 31, 1998
AS COMPARED TO THREE MONTHS ENDED MARCH 31, 1997
Net Interest Income
- -------------------
Net interest and dividend income for the three months ended March 31, 1998,
totaled $2,397,222 as compared to $2,217,478 for the same time period in 1997.
This increase was $179,744 or 8.1%. Total interest and dividend income equaled
$3,700,961 for the three months ended March 31, 1998 as compared to $3,414,085
for the same time period in 1997, an increase of $286,876 or 8.4%. Loan income
for the three months ended March 31, 1998, totaled $2,954,282 as compared to
$2,709,612 for the same time period in 1997. This increase of $244,670 or 9.0%
represents increased loan production and the reduction of non-performing
assets. Interest and Dividends on Taxable Investment Securities for the three
months ended March 31, 1998 totaled $574,029 as compared to $611,030 for the
same period in 1997. This decrease of $37,001 or 6.1% is attributable to a
lower volume of investments. The taxable investment portfolio decreased
$1,229,838 during the quarter. The interest earned from federal funds sold
increased $76,642 or 84.9% for the three months ended March 30, 1998 when
compared to the same time period in 1997, due to increased volume. This
reflects increased liquidity due to a steady loan demand, a stable deposit base
and higher short-term rates.
Deposit interest expense equaled $1,295,043 for the three months ended March
31, 1998, as compared to $1,188,123 for the same period in 1997. This increase
of $106,920 or 9.0% reflects the current strategy of managing the cost of funds
of the Bank. The Bank generally pays competitive rates for its deposit base in
the local market. During the first quarter 1998 the Bank offered a certificate
of deposit program with an attractive rate in the 18 to 30 month maturity
range, which resulted in an additional $6,000,000 in deposits.
<PAGE>
Notes payable interest expense for the three months ended March 31, 1998
totaled $8,696 which was approximately the same in comparison to the
corresponding time period in 1997.
Loan Loss Provision
- -------------------
No provisions to the allowance for possible loan losses were made during the
first calendar quarters of 1998 or 1997, respectively. At March 31, 1998, the
Corporation's allowance for possible loan losses was $1,987,104 representing
1.5% of gross loans as compared to $2,163,349 and a ratio of 1.6% of gross
loans at December 31, 1997.
The Corporation's non-accrual loans were $247,413 at March 31, 1998 as compared
to $341,366 at December 31, 1997. The decrease in non-accrual loans can be
attributed primarily to the additional resources devoted to collecting the
loans that are in non-accrual status.
The ratio of non-performing assets to total loans and mortgages held for sale
was 23% for March 31, 1998 as compared to 38% as of December 31, 1997. This
decrease can be attributed to a reduction volume of loans that were temporarily
overdue 90 days or more and a lower non accrual balance. The ratio of
non-performing assets to allowance for loan losses equaled 15.3% at March 31,
1998 as compared to 23.5% at December 31, 1997.
A total of $224,540 loans were charged off by the Corporation during the
quarter ended March 31, 1998 as compared to $39,277 charged off during the
corresponding period in 1997. These charge-offs consisted primarily of loans
to small businesses and individuals. A total of $48,295 was recovered of
previously charged off notes by the Corporation during the quarter ended
March 31, 1998, as compared to $5,591 recovered during the corresponding period
in 1997.
Noninterest Income
- ------------------
Noninterest income totaled $513,453 for the three months ended March 31, 1998
as compared to $488,543 for three months ended March 31, 1997. This is an
increase of $24,910 or 5.1%. Income from fiduciary activities totaled $271,277
for the three months ended March 31, 1998 as compared to $263,947 for the
three months ended March 31, 1997. This $7,330 or 2.8% increase can be
primarily attributed to increased reoccurring trust business. Service charges
on deposit accounts totaled $93,338 for the three months ended March 31, 1998,
as compared to $107,456 for the same time period in 1997. This decrease is due
to the promotion of deposit products that do not have a service charge and a
reduction of volume in the Banks lockbox operation.
Other deposit fees increased $6,802 or 13.5% for the three months ended March
31, 1998 as compared to the same time period in 1997. Other income for the
three month period ended March 31, 1998 totaled $91,690 as compared to $66,794
for the three month period ended March 31, 1997, a increase of $24,896 or
37.3%. This increase of income is the result of sale of the mortgages in the
secondary market.
<PAGE>
Noninterest Expense
- -------------------
Noninterest expense totaled $2,127,007 for the three months ended March 31,
1998, as compared to $1,964,936 for the same time period in 1997. This
increase totaled $162,071 or 8.3%. This increase is primarily attributed to
additional personnel. Salaries and benefits totaled $1,279,276 for the three
months ended March 31, 1998 and $1,148,672 for the same time period in 1997.
This $130,604 or 11.4% increase is due to increased staffing in financial
planning and additional branches. Occupancy expense totaled $200,217 for the
three months ended March 31, 1998 as compared to $180,323 for the same period
in 1997 which is an increase of $19,894 or 11.0%. This increase is due to
the Cummings branch being open for the entire quarter in 1998 as compared to
one month in 1997 and higher rents paid. The costs of equipment totaled
$109,300 for the three months ended March 31, 1998 as compared to $101,129 for
the same period in 1997. The increased equipment expense in 1998 can be
attributed to the branch expansion and new products offered. Data processing
fees totaled $57,740 for the three months ended March 31, 1998 as compared to
$61,055 for the corresponding time in 1997. This is a decrease of $3,315 or
5.4%. Other expenses totaled $441,929 for the three months ended March 31,
1998 as compared to $426,582 for the same period in 1997. This reflects an
increase of $15,346 or 3.6% which can be attributed to an increase in postage,
fraud loss, and information services.
Income Taxes
- ------------
The income tax provision for the three months ended March 31, 1998 totaled
$314,100 in comparison to an income tax provision of $311,900 for the same time
period in 1997. This increase reflects an increase of taxable income.
Net Income
- ----------
Net income amounted to $469,568 for the three months ended March 31, 1998 as
compared to net income of $429,185 for the same period in 1997, which is a
increase of $40,383 or 9.4%. The earnings increase is due to higher interest
income in 1998 as compared to the same time period in 1997.
Capital Resources
- -----------------
As of March 31, 1998, the Corporation had total capital in the amount of
$17,527,250, as compared with $16,990,710 at December 31, 1997, which
represents an increase of $536,540 or 3.2%. The Bank is required to maintain a
Tier 1 capital at a level equal to or greater than 4.0% of the Bank's adjusted
total assets. As of March 31, 1998, the Bank's Tier 1 capital amounted to
7.95% of total assets. In addition, banks and holding companies must maintain
minimum levels of risk-based capital equal to risk weighted assets of 8.00%.
At March 31, 1998, the Bank's ratio of risk-based capital to risk weighted
assets amounted to 13.44%, which satisfies the applicable risk based capital
requirements. As of December 31, 1997, the Bank's Tier 1 capital amounted to
7.78% of total assets and risk based capital amounted to 13.09% of total risk
based assets.
<PAGE>
The Corporation is required to maintain a Tier 1 capital at a level equal to or
greater than 4.0% of the Bank's adjusted total assets. As of March 31, 1998,
the Corporation's Tier 1 capital amounted to 13.70% of total assets. In
addition, banks and holding companies must maintain minimum levels of risk-
based capital equal to risk weighted assets of 8.00%. At March 31, 1997, the
Corporation's ratio of risk-based capital to risk weighted assets amounted to
14.95%, which satisfies the applicable risk based capital requirements. As of
December 31,1997, the Corporation's Tier 1 capital amounted to 8.68% of
total assets and risk based capital amounted to 14.39% of total risk based
assets.
The capital ratios of the Corporation and the Bank exceed regulatory
requirements.
Liquidity
- ---------
The primary function of asset/liability management is to assure adequate
liquidity and maintain an appropriate balance between interest-sensitive
earning assets and interest-bearing liabilities. Liquidity management involves
the ability to meet the cash flow requirements of customers who may be either
depositors wanting to withdraw funds or borrowers needing assurance that
sufficient funds will be available to meet their credit needs. Interest rate
sensitivity management seeks to avoid fluctuating net interest margins and to
enhance consistent growth of net interest income through periods of changing
interest rates.
Certain marketable investment securities, particularly those of shorter
maturities, are the principal source of asset liquidity. The Corporation
maintains such securities in an available for sale account as a liquidity
resource. Securities maturing in one year or less amounted to approximately
$11,259,504 or 30.5% at March 31, 1998 of the investment securities portfolio,
and $10,605,238 at December 31, 1997, representing 27.9% of the
investment securities portfolio. Assets such as federal funds sold,
mortgages held for sale, as well as maturing loans are also sources of
liquidity. The Corporation's goal and general practice is to be interest rate
sensitive, neutral, and maintain a net cumulative gap at one year or less than
10% of Total Earning Assets, so that changes in interest rates should not
dramatically impact income as assets and liabilities mature and reprice
concurrently.
<PAGE>
SIGNATURES
In accordance with 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.
BEVERLY NATIONAL CORPORATION
(Registrant)
Date: May 8, 1998 By:/s/ Lawrence M. Smith
---------------------
Lawrence M. Smith
President, Chief Executive Officer
Date: May 8, 1998 By:/s/ Peter E. Simonsen
----------------------
Peter E. Simonsen
Treasurer, Principal Financial
Officer
<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
(a) On March 24, 1998 the Corporation had its Annual
Meeting.
(b) The following Directors were elected to serve until
the year:
Year For Withheld
---- ------- --------
James D. Wiltshire 2000 698,160 67,377
Richard H. Booth 2001 698,160 67,377
John L. Good III 2001 698,160 67,377
Clark R. Smith 2001 698,160 67,377
The following other Directors' terms continued after the meeting:
Neiland J. Douglas Jr.
John N. Fisher
Mark B. Glovsky
Alice B. Griffin
Lawrence M. Smith
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
27. Financial Data Schedule
b. The Corporation did not file any reports on Form 8-K during
the quarter ended March 31, 1998.
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 9,705,555
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 22,500,000
<TRADING-ASSETS> 224,992
<INVESTMENTS-HELD-FOR-SALE> 24,622,074
<INVESTMENTS-CARRYING> 12,171,837
<INVESTMENTS-MARKET> 12,210,468
<LOANS> 129,853,709
<ALLOWANCE> 1,987,104
<TOTAL-ASSETS> 204,696,932
<DEPOSITS> 185,136,428
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,447,627
<LONG-TERM> 385,627
0
0
<COMMON> 1,978,373
<OTHER-SE> 15,548,877
<TOTAL-LIABILITIES-AND-EQUITY> 204,696,932
<INTEREST-LOAN> 2,954,282
<INTEREST-INVEST> 579,793
<INTEREST-OTHER> 166,886
<INTEREST-TOTAL> 3,700,961
<INTEREST-DEPOSIT> 1,295,043
<INTEREST-EXPENSE> 8,696
<INTEREST-INCOME-NET> 2,397,222
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,127,007
<INCOME-PRETAX> 783,668
<INCOME-PRE-EXTRAORDINARY> 783,668
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 469,568
<EPS-PRIMARY> .63
<EPS-DILUTED> .56
<YIELD-ACTUAL> 7.78
<LOANS-NON> 247,413
<LOANS-PAST> 57,137
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,197,694
<CHARGE-OFFS> 224,540
<RECOVERIES> 48,295
<ALLOWANCE-CLOSE> 1,987,104
<ALLOWANCE-DOMESTIC> 1,672,577
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 314,527
</TABLE>
