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, 1996
Commission File Number 33-22807-B
PEMI BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Hampshire 02-0386832
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
287 Highland Street
Plymouth, New Hampshire 03264
Address of principal executive offices
(603) 536-3339
(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 (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 ninety (90) days. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
690,401 shares of common stock are outstanding as of November 12, 1996.
<PAGE>
INDEX
PEMI BANCORP, INC.
PART I. FINANCIAL INFORMATION PAGE
Item 1.
Financial Statements (Unaudited)
Consolidated Balance Sheets at September 30, 1996
and December 31, 1995 .............................................. 3
Consolidated Statements of Income for the Three and Nine
Months Ended September 30, 1996 and 1995............................ 4
Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 1996 and 1995 ........................... 5
Notes to Consolidated Financial Statements ......................... 7
Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations .......................................... 8
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings .................................................. 13
Item 2.
Changes in Securities............................................... 13
Item 3.
Defaults Upon Senior Securities..................................... 13
Item 4.
Submission of Matters to a Vote of Security Holders ................ 13
Item 5.
Other Information................................................... 13
Item 6.
Exhibits and Reports on Form 8-K.................................... 13
Signatures.......................................................... 14
2
<PAGE>
PEMI BANCORP, INC.
------------------
CONSOLIDATED BALANCE SHEETS
September 30, 1996 and December 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
9/30/96 12/31/95
<S> <C> <C>
ASSETS
Cash & due from banks $ 4,956,894 $ 4,918,185
Interest bearing deposits with
other banks 308 485
---------------- -----------------
Total Cash & Cash Equivalents 4,957,202 4,918,670
Securities held to maturity 12,534,961 14,999,810
(approximate market value of
$12,288,160 and $14,926,264,
respectively)
Securities available-for-sale 18,643,768 8,113,477
(listed at fair value)
FRB/FHLB Stock 819,850 819,850
Federal Funds Sold 0 3,300,000
Total Loans 88,598,738 81,447,021
Reserve for Loan Losses 1,365,882 1,359,979
---------------- -----------------
Net loans 87,232,856 80,087,042
Other real estate owned 54,193 61,701
Bank premises & equipment 4,049,140 3,481,386
Other assets 1,787,841 1,540,581
---------------- -----------------
Total Assets $ 130,079,811 $ 117,322,517
================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand $ 16,217,164 $ 14,023,174
Now & money market 28,185,191 27,995,197
Savings 16,059,764 12,938,174
Time $100,000 & over 5,194,662 4,889,539
Other time 39,866,362 36,570,133
---------------- -----------------
Total Deposits 105,523,143 96,416,217
Short-term borrowings 8,000,000 7,000,000
Long-term borrowings 2,491,525 491,525
Other liabilities 2,003,540 2,020,717
---------------- -----------------
Total Liabilities 118,018,208 105,928,459
Stockholders' Equity
Common stock par value $1.00
2,000,000 shares authorized
751,901 issued and 690,401
shares outstanding 751,901 751,901
Additional paid in capital 2,384,329 2,384,329
Retained earnings 9,749,581 8,885,889
Treasury stock, at cost (61,500 (615,000) (615,000)
shares)
Unrealized gain/(loss)
Securities available-for-sale,net (209,208) (13,061)
---------------- -----------------
Total Stockholders' Equity 12,061,603 11,394,058
---------------- -----------------
Total Liabilities & Stockholders' $ 130,079,811 $ 117,322,517
Equity ================ =================
</TABLE>
The accompanying notes are an intergral part of these financial statements.
3
<PAGE>
PEMI BANCORP, INC.
------------------
CONSOLIDATED STATEMENTS OF INCOME
Three and Nine Months Ended September 30, 1996 & September 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
9/30/96 9/30/95 9/30/96 9/30/95
<S> <C> <C> <C> <C>
Interest and dividend income:
Interest and fees on loans $ 2,060,009 $ 2,076,561 $ 6,132,946 $ 6,077,569
Interest on deposits in other banks 1,805 72 24,834 581
Interest on federal funds sold 23,424 53,661 40,385 62,016
Interest and dividends on securities
U.S. Government & agency securities 34,428 22,758 106,578 78,644
State & municipal securities 65,676 40,074 197,350 114,020
Other securities 402,978 238,816 1,060,252 716,810
-------------- ------------- ------------- ------------
Total interest & dividend income $ 2,588,320 $ 2,431,942 $ 7,562,345 $ 7,049,640
Interest Expense:
Now & money market accounts 153,487 154,823 438,379 468,933
Savings deposits 102,073 90,235 288,957 274,188
Time deposits $100,000 and over 72,915 67,260 228,381 161,277
Other time deposits 595,683 506,839 1,750,236 1,314,993
Short-term borrowing 132,814 135,098 343,242 328,896
Long-term borrowing 12,755 19,046 27,734 149,034
-------------- ------------- ------------- ------------
Total interest expense 1,069,727 973,301 3,076,929 2,697,321
-------------- ------------- ------------- ------------
Net interest income $ 1,518,593 $ 1,458,641 $ 4,485,416 $ 4,352,319
Provisions for loan losses 44,000 30,000 116,000 82,500
-------------- ------------- ------------- ------------
Net interest income after provision
for loan losses $ 1,474,593 $ 1,428,641 $ 4,369,416 $ 4,269,819
Non interest income:
Service charges deposit accounts $ 106,788 $ 110,268 $ 343,282 $ 339,449
Other services charges & fees 63,404 73,845 159,779 184,243
Security gains (losses) 0 0 0 0
-------------- ------------- ------------- ------------
Total non interest income $ 170,192 $ 184,113 $ 503,061 $ 523,692
Non interest expense:
Salaries and wages $ 483,062 $ 474,193 $ 1,415,604 $ 1,371,041
Pensions and other employee benefits 116,360 130,438 356,946 388,751
Occupancy expense 91,375 82,418 270,443 255,994
Furniture & equipment expense 133,408 119,737 385,314 327,983
Other operating expense 318,287 289,320 1,013,467 996,181
-------------- ------------- ------------- ------------
Total non interest expense $ 1,142,492 $ 1,096,106 $ 3,441,774 $ 3,339,950
-------------- ------------- ------------- ------------
Income before income taxes $ 502,293 $ 516,648 $ 1,430,703 $ 1,453,561
-------------- ------------- ------------- ------------
Income taxes 162,450 173,200 463,450 486,400
-------------- ------------- ------------- ------------
Net income $ 339,843 $ 343,448 $ 967,253 $ 967,161
============== ============= ============= ============
Earnings per share based upon
690,401 shares $ 0.49 $ 0.50 $ 1.40 $ 1.40
</TABLE>
The accompanying notes are an intergral part of these financial statements.
4
<PAGE>
PEMI BANCORP, INC.
------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 1996 & September 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
9/30/96 9/30/95
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 967,253 $ 967,161
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Amortization of core deposit intangible 8,750 0
Amortization, net of accretion of securities held-to-maturity 73,640 69,797
Amortization, net of accretion of securities 29,280 8,319
available-for-sale
Depreciation on bank premises and equipment 258,450 232,865
Provision for possible loan losses 116,000 82,500
Decrease in deferred taxes 22,100 1,700
Increases (decrease) in taxes payable 12,895 (103,643)
Decrease (Increase) in interest receivable 78,000 (48,351)
Increase in interest payable 212,876 349,641
Increase in accrued expenses 30,580 20,740
(Increase) in prepaid expenses (61,212) (76,206)
(Decrease) in unearned income (138,906) (38,548)
(Gain) on sale of other real estate owned (19,299) (6,800)
Other real estate owned writedowns 25,000 76,800
Sale of bank equipment 7,880 0
--------------- -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 1,623,287 $ 1,535,975
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds received in connection with the purchase of
branch and assumption of related deposits from another
financial institution $ 6,353,873
Proceeds from sales of other real estate owned 177,508 $ 6,700
Proceeds from maturities of securities available-for-sale 1,634,634 181,093
Purchase of securities available-for-sale (12,513,768) (1,015,703)
Proceeds from maturities of securities held-to-maturity 2,391,209 1,975,572
Purchase of securities held-to-maturity 0 (1,156,168)
Net (increase) decrease in loans (7,309,837) 349,468
Capital expenditures (609,084) (208,565)
Recoveries of previously charged-off loans 15,609 34,803
(Decrease) increase in other liabilities (18,080) 8,920
(Increase) decrease in federal funds sold 3,300,000 (3,700,000)
Decrease (increase) in other assets 3,517 (3,675)
--------------- -------------
NET CASH USED IN INVESTING ACTIVITIES $ (6,574,419) $ (3,527,555)
(Continued on next page)
5
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS
(Continued from previous page)
9/30/96 9/30/95
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock $ 0 $ (317,000)
Net increase (decrease) in demand, NOW, money market
and savings accounts 1,729,415 (5,182,277)
Net increase in certificates of deposit 619,257 7,286,629
Net increase in short-term borrowings 1,000,000 5,000,000
Net increase (decrease) in long-term borrowings 2,000,000 (4,000,000)
Dividends paid (359,008) (330,360)
--------------- -------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES $ 4,989,664 $ 2,456,992
NET INCREASE IN CASH AND CASH
EQUIVALENTS 38,532 465,412
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,918,670 3,542,341
--------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,957,202 $ 4,007,753
=============== =============
SUPPLEMENTAL DISCLOSURES:
Assets acquired and liabilities assumed from another
financial institution
Overdraft protection loans $ 4,381 $ 0
Premises and equipment 225,000 0
Core deposit intangible 175,000 0
Deposits 6,758,254 0
Loans originating from sales of other real estate owned 62,500 0
Loans transferred to other real estate owned 195,000 0
Interest paid 3,076,929 2,347,680
Income taxes paid 463,450 588,343
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 1996
1. Financial information furnished herein reflects all adjustments which are
of a normal and recurring nature and which, in the opinion of management,
are necessary for a fair presentation of the results of operations for
interim periods.
2. Results of operations for the three and nine month period ended September
30, 1996 are not necessarily indicative of the results to be expected for
the entire year.
3. Financial Statements for interim periods, by their very nature, require
estimations which necessarily result in greater imprecision than those
associated with annual financial statements.
7
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
INTRODUCTION
The following discussion and related consolidated financial statements
include Pemi Bancorp, Inc. (the "Company") and its wholly-owned subsidiary, the
Pemigewasset National Bank (the "Bank").
FINANCIAL CONDITION
Through the first nine months of 1996, the Company's total net income
increased from $967,161 to $967,253, compared to the same period last year.
The Company's total assets increased 10.9% to $130,079,811 at September
30, 1996 as compared to $117,322,517 at December 31, 1995. Federal Funds Sold
decreased from $3,300,000 at December 31, 1995 to $0 at September 30, 1996. Cash
and Cash Equivalents increased from $4,918,670 to $4,957,202 during the period,
while Securities Available-for-Sale increased from $8,113,477 to $18,643,768.
During this period, net loans increased 8.9% or $7,145,814 to $87,232,856 at
September 30, 1996 as compared with $80,087,042 at December 31, 1995, reflecting
a modest increase in loan demand.
For the first nine months of 1996, the Bank's Provisions to the
Allowance for Loan and Lease Losses (ALLL) amounted to $116,000 compared to
$82,500 for the first nine months of 1995. On September 30, 1996 the ALLL
balance was $1,365,882 or 1.54% of total loans, as compared to $1,359,979 or
1.67% of total loans as of December 31, 1995. The adequacy of the ALLL is based
on an evaluation by Management and the Board of Directors of current and
anticipated economic conditions, changes in the diversification, size and risk
within the loan portfolio, and other factors.
Non-performing loans amounted to $663,776 as of September 30, 1996, as
compared to $541,303, as of December 31, 1995, reflecting a net increase in two
nonperforming loans. The ratio of nonperforming loans to total loans remained
low, increasing from .66% to .75% and the ratio of nonperforming assets to total
assets remained virtually unchanged at .51%, reflecting the fundamentally sound
quality of the Bank's assets.
The Bank implemented SFAS No. 114, as amended by SFAS No. 118, as part
of the review and adoption of policies regarding the ALLL by the Board of
Directors on February 21, 1995. The effects of implementing SFAS Nos. 114 and
118, respectively, were not material, and require that impaired loans be
measured on a loan by loan basis by either the present value of expected future
cash flows discounted at the loan's effective interest rate, the loan's
observable market price, or the fair value of the collateral if the loan is
collateral dependent.
8
<PAGE>
Total cash and cash equivalents increased $38,532 and amounted to
$4,957,202 at September 30, 1996, compared to $4,918,670 at December 31, 1995.
Securities held-to-maturity decreased over the same period from $14,999,810 to
$12,534,961, or $2,464,849, due to the maturity of certain securities and the
redeployment of the resulting cash.
RESULTS OF OPERATIONS
The Company generated net income of $967,253 for the nine month period
ended September 30, 1996 as compared with net income of $967,161 for September
30, 1995. Taxes decreased from $486,400 for the nine months ended September 30,
1995 to $463,450 for the nine months ended September 30, 1996.
Earnings were $1.40 per share for for the first nine months of 1995
compared to $1.40 per share for the first nine months of 1996.
For the nine month period ended September 30, 1996, interest and fees
on loans amounted to $6,132,946, which represented an increase of .9% or $55,377
from the comparable period in 1995. This can be attributed to increased loan
balances compared to the previous year. Interest and dividends on securities for
the nine month period ended September 30, 1996 amounted to $1,364,180 as
compared with $909,474 from the same period in 1995, which reflects an increase
of $454,706 or 50%. This increase is a result of the growth in deposit balances.
Interest on federal funds sold for the nine month period decreased from $62,016
to $40,385, which represents a decrease of 34.9%. This decrease is due to lower
average federal funds sold balances.
Corresponding total interest expense for the nine month period ended
September 30, 1996 was higher than the same period in fiscal 1995 by 14.1% or
$379,608, which can be attributed to an increase in deposit balances.
Total non interest income for the nine month period ended September 30,
1996 decreased $20,631 or 3.9% to $503,061 from $523,692 when compared to the
first nine months of 1995. This decrease is primarily attributable to decreases
in service charges and fee income.
Total non interest expense amounted to $3,441,774 for the first nine
months of 1996 as compared with $3,339,950, reflecting an increase of $101,824
compared to the corresponding period in fiscal year 1995. This increase stems
primarily from higher personnel costs and increased equipment expense.
9
<PAGE>
LIQUIDITY
Banking institutions measure liquidity as the ability to meet
unexpected deposit withdrawals of a short-term nature and to meet increased loan
demand. It is Management's objective to ensure a continuous ability to meet cash
needs as they arise. As of September 30, 1996 the Bank's liquidity ratio stood
at 13.6% as compared to 11.6% at December 31, 1995. With available FHLB Advances
included, these ratios become 32.0% and 35.5%, respectively. Management believes
the Bank's liquidity to be adequate to meet the needs of the Bank.
The Bank increased its long term borrowings by $2,000,000, from
$491,525 at December 31, 1995 to $2,491,525 at September 30, 1996. These
borrowings, along with increased deposits of $2,193,990 resulting primarily from
the purchase of deposits attributable to the Campton Branch of First NH Bank,
were deployed at least temporarily into securities available-for-sale. The
Bank's securities available-for-sale increased $10,530,291 from $8,113,477 at
September 30, 1995 to $18,643,768 at September 30, 1996. The strategic
deployment of assets is intended to enhance liquidity and income until such time
as the Bank can redeploy such assets to higher yielding loans.
The Bank is authorized to borrow from the Federal Home Loan Bank
("FHLB"). FHLB advances have become the Bank's primary borrowing vehicle. The
Bank borrows from the FHLB for liquidity management, interest rate risk
management, to match the funding of loans or investments, for profit enhancement
opportunities and to reduce the Bank's marginal cost of funds.
INTEREST RATE SENSITIVITY ANALYSIS
The Bank manages Interest Rate Risk through use of an asset/liability
funding matrix report supported by a GAP report. The potential impact on
earnings due to changes in interest rates is also evaluated through the use of
an income simulation model.
The Bank's analysis of interest rate sensitivity format is divided into
four (4) components. The first component is to evaluate information concerning
various maturities of rate sensitive assets. The second component identifies
rate sensitive liabilities. The third component identifies interval gaps and the
fourth component evaluates cumulative gap analysis.
Rate sensitive assets and rate sensitive liabilities are catagorized by
their repricing characteristics and evaluated.
The Bank evaluates the difference between Rate Sensitive Assets and
Rate Sensitive Liabilities at various intervals and attempts to match or control
the ratio of such assets within prudent ranges.
Finally, the Bank evaluates the cumulative GAP measurement of GAP
positions at various time intervals.
10
<PAGE>
The GAPs at time intervals indicate the timing of the effect of
interest rate changes on income. The Cumulative GAP indicates the overall
magnitude and direction of rate risk exposure.
It may be less costly to adjust the GAP in a negative direction than in
a positive direction because capital losses may be generated if the maturity of
the investment portfolio is shortened to move the GAP in a positive direction.
However, the greater the Bank's ability to replace short-term liabilities with
long-term liabilities, the easier it is to adjust the GAP in a positive
direction.
Should the Interest Rate Risk Sensitivity Analysis indicate that the
Bank is asset sensitive (more rate sensitive assets than rate sensitive
liabilities), then rising rates will have a positive impact on earnings;
however, falling rates will negatively affect earnings.
Should the analysis indicate liability sensitivity, then rising rates
will tend to reduce earnings and falling rates will tend to have a positive
impact on earnings.
Modeling is used to forecast how net interest income, and therefore net
income, varies under alternative interest rate and business activity scenarios.
The Bank then compares the risk, or income volatility, associated with a variety
of different future rate scenarios.
As of September 30, 1996, the Bank has a positive GAP position which,
in a rising interest rate environment would have a slightly positive effect on
the Bank's earnings and, in a declining interest rate environment would have a
slightly negative effect on earnings. Management believes the current level of
interest rate risk to be prudent in this economic environment and continues to
monitor and manage the Bank's GAP position to avoid an inappropriate level of
interst rate risk.
CAPITAL RESOURCES
The equity capital of the Company as of September 30, 1996 amounted to
$12,061,603 or 9.27% of total assets. At December 31, 1995, the equity capital
amounted to $11,394,058 or 9.71 % of total assets.
The Bank and the Company are required to maintain capital levels
consistent with the capital requirements of the Office of the Comptroller of the
Currency and the Federal Reserve System. The Office of the Comptroller of the
Currency's capital guidelines require a ratio of Total Capital (consisting of
capital, surplus and the allowance for loan losses up to 1.25% of risk weighted
assets) to be equal to at least 8.00% of risk weighted assets. Additionally, the
Bank must maintain Tier 1 Capital (which under the regulations, consists of
common stockholders' equity, noncumulative perpetual preferred stock and related
surplus, and minority interests in the equity accounts of consolidated
subsidiaries) in amounts not less than 3.00% of adjusted total assets (or 100 to
200 basis points or more higher in cases of banks which do not receive the best
composite ratings). As of September 30, 1996, Total Capital amounted to 17.69%
of risk weighted assets, and Tier 1 Leverage Capital of the Bank amounted to
approximately 9.45 % of adjusted average assets, substantially exceeding
applicable minimum regulatory requirements. The Bank and the Company are in
compliance with all applicable capital requirements.
11
<PAGE>
EFFECTS OF INFLATION
Inflation affects the growth of total assets by increasing the level of
loan demand and creating the need to increase equity capital at higher than
normal rates in order to maintain an appropriate ratio of equity to assets.
Interest rates in particular are significantly affected by inflation. (See
"Interest Rate Sensitivity Analysis"). In addition to its effect on interest
rates, inflation directly affects the Company by increasing the Company's cost
of funds and operating expenses. Currently, low inflation has been beneficial in
holding down the Bank's cost of funds.
12
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings- None
Item 2. Changes in Securities- None
Item 3. Defaults upon Senior Securities- None
Item 4. Submission of Matters to a Vote of Security Holders-None
Item 5. Other Information- None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number
--------------
(27) Financial Data Schedule
(b) The Company did not file any Reports on Form 8-K during the
quarter ended September 30, 1996.
13
<PAGE>
SIGNATURES
Pursuant to 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.
PEMI BANCORP, INC.
Date November 12, 1996 By /s/ Fletcher W. Adams
------------------ ---------------------
Fletcher W. Adams
President and Treasurer
(Chief Executive Officer)
By /s/ Keith L. Philbrick
----------------------
Keith L. Philbrick
Chief Financial Officer
14
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000768868
<NAME> PEMI BANCORP INC
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 4,957,202
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 18,643,768
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 12,534,961
<LOANS> 88,598,738
<ALLOWANCE> 1,365,882
<TOTAL-ASSETS> 130,079,811
<DEPOSITS> 105,523,143
<SHORT-TERM> 8,000,000
<LIABILITIES-OTHER> 2,003,540
<LONG-TERM> 2,491,525
0
0
<COMMON> 751,901
<OTHER-SE> 11,309,702
<TOTAL-LIABILITIES-AND-EQUITY> 130,079,811
<INTEREST-LOAN> 6,132,946
<INTEREST-INVEST> 1,364,180
<INTEREST-OTHER> 65,219
<INTEREST-TOTAL> 7,562,345
<INTEREST-DEPOSIT> 2,705,953
<INTEREST-EXPENSE> 3,076,929
<INTEREST-INCOME-NET> 4,485,416
<LOAN-LOSSES> 116,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,441,774
<INCOME-PRETAX> 1,430,703
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 967,253
<EPS-PRIMARY> 1.40
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 663,360
<LOANS-PAST> 416
<LOANS-TROUBLED> 341,597
<LOANS-PROBLEM> 3,613,397
<ALLOWANCE-OPEN> 1,359,979
<CHARGE-OFFS> 106,680
<RECOVERIES> 3,417
<ALLOWANCE-CLOSE> 1,365,882
<ALLOWANCE-DOMESTIC> 1,365,882
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
