<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. For the quarterly period ended
March 31, 1997.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Commission file number 0 - 20880
Filing Date: May 14, 1997
- --------------------------------------------------------------------------------
FRANKLIN BANCORPORATION, INC
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 52 - 1632361
- --------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer identification
incorporation or organization) Number)
1722 EYE STREET, N.W.
WASHINGTON, D.C. 20006 (202) 429 - 9888
- --------------------------------- -------------------------------
(Address of principal executive (Registrant's telephone number,
offices) 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 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 ( )
The total number of shares outstanding of the Registrant's common stock, par
value $0.10 per share, as of May 8, 1997 was 6,487,694.
Page 1 of 15
<PAGE> 2
FRANKLIN BANCORPORATION, INC.
FORM 10-Q
March 31, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C>
ITEM 1. FINANCIAL STATEMENTS
(a) Consolidated Statements of Financial Condition............... 3
(b) Consolidated Statements of Income............................ 4
(c) Consolidated Statements of Cash Flows........................ 5
Notes to Consolidated Financial Statements....................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS..................................... 9
PART II. OTHER INFORMATION............................................. 13
</TABLE>
Page 2 of 15
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
(a) Consolidated Statements of Financial Condition
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
UNAUDITED
MARCH 31, DECEMBER 31,
ASSETS 1997 1996
- ------ ---------- -----------
<S> <C> <C>
Cash and due from banks $ 25,213 $ 22,468
Federal funds sold and securities purchased
under resale agreements 38,800 71,800
Securities available-for-sale 99,011 97,160
Securities held-to-maturity 79,027 66,956
---------- ---------
Securities 178,038 164,116
Loans, net of unearned income 235,428 232,581
Less: allowance for loan losses (4,029) (3,842)
---------- ---------
Loans, net 231,399 228,739
Accrued interest receivable 3,561 3,305
Premises and equipment, net 2,470 2,504
Goodwill, net 1,083 1,115
Other assets 4,399 3,770
---------- ---------
TOTAL ASSETS $484,963 $497,817
========== =========
LIABILITIES & STOCKHOLDERS' EQUITY
- ----------------------------------
LIABILITIES:
- ------------
Non-interest bearing deposits $ 94,354 $123,197
Interest bearing deposits 256,956 240,230
---------- ---------
Total deposits 351,310 363,427
Securities sold under repurchase agreements 97,170 99,093
Accrued interest payable 1,060 997
Other liabilities 2,943 2,407
---------- ---------
Total liabilities 452,483 465,924
---------- ---------
STOCKHOLDERS' EQUITY:
- ---------------------
Common Stock, $0.10 par value, 25,000,000
shares authorized; 6,487,694 and 6,485,944
shares issued and outstanding, respectively 649 649
Capital surplus 20,975 20,960
Retained earnings 11,871 10,488
Unrealized loss on securities
available-for-sale (1,015) (204)
---------- ---------
Total stockholders' equity 32,480 31,893
---------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $484,963 $497,817
========== =========
</TABLE>
The accompanying condensed notes are an integral part of these financial
statements.
Page 3 of 15
<PAGE> 4
(b) Consolidated Statements of Income (Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1997 1996
---- ----
<S> <C> <C>
INTEREST INCOME:
- ----------------
Interest and fees on loans $5,329 $4,429
Interest and dividends on securities 2,514 1,634
Interest on federal funds sold and securities
purchased under resale agreements 451 417
------- -------
Total interest income 8,294 6,480
------- -------
INTEREST EXPENSE:
- -----------------
Interest on deposits 2,314 2,100
Interest on securities sold under
repurchase agreements 909 347
------- -------
Total interest expense 3,223 2,447
------- -------
Net interest income 5,071 4,033
Provision for loan losses 130 27
------- -------
Net interest income after provision
for loan losses 4,941 4,006
------- -------
NON-INTEREST INCOME:
- --------------------
Service charges on deposits 332 241
Other fee income 194 113
------- -------
Total non-interest income 526 354
------- -------
NON-INTEREST EXPENSE:
- ---------------------
Compensation and employee benefits 1,762 1,528
Occupancy 469 380
Furniture and equipment 225 189
Goodwill amortization 32 46
Other 712 631
------- -------
Total non-interest expense 3,200 2,774
------- -------
Income before income tax expense 2,267 1,586
Income tax expense 884 622
------- -------
NET INCOME $1,383 $ 964
======= =======
PRIMARY EARNINGS PER SHARE:(1)
- ------------------------------
Net Income $ 0.20 $ 0.15
FULLY DILUTED EARNINGS PER SHARE (1)
- ------------------------------------
Net Income $ 0.20 $ 0.15
</TABLE>
(1) See Exhibit 11 - Computation of Primary and Fully Diluted Earnings per
Share.
The accompanying condensed notes are an integral part of these financial
statements.
Page 4 of 15
<PAGE> 5
(c) Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
Net income $ 1,383 $ 964
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 130 27
Depreciation and amortization 182 205
Change in accrued interest receivable and
other assets (145) 1
Change in accrued interest payable and other
liabilities 599 670
--------- ---------
Net cash provided by operating activities 2,149 1,867
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
- -------------------------------------
Purchases of securities available-for-sale (7,307) (17,480)
Proceeds from maturities/principal paydowns
of securities available-for-sale 4,126 6,893
Purchases of securities held-to-maturity (12,766) -----
Proceeds from maturities/principal paydowns
of securities held-to-maturity 705 984
Net increase in loans receivable (2,966) (3,308)
Additions to premises and equipment, net (171) (347)
---------- ---------
Net cash used in investing activities (18,379) (13,258)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------
Net decrease in deposits (12,117) (19,843)
Net change in securities sold under
repurchase agreements (1,923) 7,479
Proceeds from issuance of common stock 15 151
---------- ---------
Net cash used in financing activities (14,025) (12,213)
---------- ---------
Net decrease in cash and cash equivalents (30,255) (23,604)
Cash and cash equivalents at beginning
of period 94,268 69,686
---------- ---------
Cash and cash equivalents at end of period $ 64,013 $ 46,082
========== =========
</TABLE>
The accompanying condensed notes are an integral part of these financial
statements.
Page 5 of 15
<PAGE> 6
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT MARCH 31, 1997
(unaudited) (in thousands)
1. Basis of Financial Statement Presentation.
The interim financial statements of Franklin Bancorporation, Inc. ("Franklin")
have been prepared pursuant to the requirements for reporting on Form 10-Q and
reflect all adjustments (consisting only of normal recurring adjustments) which
were, in the opinion of management, necessary for a fair statement of the
results of the periods presented. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. Accordingly,
these unaudited statements should be read in conjunction with the audited
financial statements and related notes in Franklin's most current annual
report. The current period's results of operations are not necessarily
indicative of results which ultimately may be achieved for the year.
2. Securities.
The amortized cost and market value of securities are summarized as follows:
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
Amortized Market Amortized Market
SECURITIES AVAILABLE-FOR-SALE Cost Value Cost Value
- ----------------------------- --------- ------- --------- -------
<S> <C> <C> <C> <C>
U.S. treasury securities $ 18,729 $18,572 $19,712 $19,907
U.S. government agencies 71,396 70,165 67,393 67,070
Step-up and structured notes 5,933 5,645 5,928 5,717
Mortgage-backed securities 2,515 2,427 2,643 2,588
Equity securities 2,202 2,202 1,878 1,878
--------- -------- -------- --------
Total $100,775 $99,011 $97,554 $97,160
========= ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
March 31,1997 December 31, 1996
------------- -----------------
Amortized Market Amortized Market
SECURITIES HELD-TO-MATURITY Cost Value Cost Value
- --------------------------- --------- ------- --------- -------
<S> <C> <C> <C> <C>
U.S. treasury securities $15,945 $15,700 $12,975 $12,840
U.S. government agencies 11,414 11,201 4,983 4,921
Mortgage-backed securities 36,548 35,155 37,248 36,014
States and political subdivisions 15,120 14,951 11,750 11,672
-------- -------- -------- --------
Total $79,027 $77,007 $66,956 $65,447
======== ======== ======== ========
</TABLE>
Page 6 of 15
<PAGE> 7
3. Loans.
Major categories of loans are as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
-------- -----------
<S> <C> <C>
Real Estate
Commercial $ 45,532 $ 44,136
Construction and development 15,265 15,243
Residential mortgage 21,595 18,768
--------- ---------
Total Real Estate 82,392 78,147
Commercial and Industrial 139,103 140,544
Consumer
Consumer 9,621 9,800
Home equity 4,741 4,526
--------- ---------
Total Consumer 14,362 14,326
Total 235,857 233,017
--------- ---------
Unearned income (429) (436)
--------- ---------
Loans, net of unearned income $235,428 $232,581
--------- ---------
</TABLE>
At March 31, 1997, impaired loans totaled $721,000 with a corresponding
valuation allowance of $267,000. Primarily all of the loans deemed to be
impaired are commercial loans.
For the quarter ended March 31, 1997, the average recorded investment in
impaired loans was approximately $749,000. Had all of these loans performed in
accordance with their original terms, interest income of approximately $20,000
would have been recorded during the first three months of 1997. Franklin did
not recognize any interest on impaired loans during quarter.
At March 31, 1997, Franklin had no other loans on non-accrual other than those
deemed to be impaired loans. Loans 90 days or more past due which were still
accruing interest totaled $318,000.
Page 7 of 15
<PAGE> 8
Changes in the allowance for loan losses for the three months ended March 31,
1997 are as follows:
<TABLE>
<S> <C>
Balance, January 1 $3,842
Charge-offs:
Real Estate ----
Commercial (8)
Consumer (9)
--------
Total (17)
--------
Recoveries:
Real Estate 26
Commercial 47
Consumer 1
-------
Total 74
-------
Net recoveries 57
Provision for loan losses 130
Balance, March 31 $4,029
=======
Net charge-offs to average loans (0.02)%
</TABLE>
Franklin National Bank,in the normal course of business, makes loans to
executive officers, directors and stockholders, as well as to companies and
individuals affiliated with those officers and directors. In the opinion of
management, these loans are consistent with sound banking practices, are within
regulatory lending limits and do not involve more than normal risk of
collectibility.
Activity in such loans is summarized as follows:
<TABLE>
<S> <C>
Balance, January 1, 1997 $ 5,427
New loans 6,942
Repayments (888)
--------
Balance, March 31, 1997 $11,481
========
</TABLE>
There were no loans to directors, officers or related parties that were
impaired as of March 31, 1997.
Page 8 of 15
<PAGE> 9
4. Time deposits, including IRA's, are as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- ------------
<S> <C> <C>
Certificates less than $100,000 $15,081 $14,673
Certificates of $100,000 or more 89,988 64,757
</TABLE>
ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.
FINANCIAL SUMMARY
Net income for the three months ended March 31, 1997, increased by 43% to $1.38
million or $0.20 per share compared to $964 thousand or $0.15 per share for the
same period in 1996. Returns on average assets and average equity for the
first quarter of 1997 were 1.21% and 17.30%, respectively, compared to 1.11%
and 14.39% for the same period in 1996.
Contributing to the increase in earnings for the first quarter of 1997 were
improvements in net interest income and growth in service charges and other fee
income. The earnings improvement was partially offset by increases in the
provision for loan losses and in compensation and occupancy expenses as
Franklin expanded its branch network into Bethesda, Maryland.
Franklin's total assets decreased to $485 million at March 31, 1997 compared to
$497.8 million at December 31, 1996, a decrease of $12.8 million or 2.6%. This
is fairly typical for Franklin as total assets normally surge in December of
each year, decline slightly during the first quarter and then increase through
the remaining quarters of the year. As compared to March 31, 1996, total
assets increased 36% from $356.2 million to $485 million.
The decline in assets during the first quarter of 1997 occurred primarily in
Federal funds sold and securities purchased under resale agreements. These
short-term investments decreased by $33 million, or 46% from $71.8 million at
December 31, 1996 to $38.8 million at March 31, 1997. This decline was
anticipated at year-end as Franklin's deposits increased by $69 million in
December, 1996. Of the $33 million decline, approximately $14 million funded
depositors' withdrawals, $14 million was added to the securities portfolios and
$3 million was added to the loan portfolio.
Page 9 of 15
<PAGE> 10
Loans outstanding at March 31, 1997 totaled $235.4 million, a 1.2% increase
over loans at year end 1996 of $232.6 million. Franklin's loan to deposit
ratio, a key measure of liquidity, remains conservative at 67% as compared to
64% on December 31, 1996, which management believes will provide Franklin the
ability to continue to meet the borrowing needs of its customers.
Total securities were $178 million as of March 31, 1997, an increase of $13.9
million, or 8%, over total securities of $164.1 million at December 31, 1996.
Additions were made primarily in the held-to-maturity securities portfolio.
Total deposits and customer repurchase agreements were $448.5 million at March
31, 1997 compared to $462.5 million at December 31, 1996, representing a
decrease of 3%. Franklin's deposit mix at March 31, 1997 included $94.4
million in non-interest bearing deposits, representing 27% of total deposits,
the same percentage of total deposits at December 31, 1996.
Stockholders' equity at March 31, 1997 totaled $32.5 million compared to $31.9
million at December 31, 1996. Book value per share of common stock on March
31, 1997 was $5.01 per share compared to $4.92 per share at December 31, 1996.
Stockholders' equity was positively impacted by the retention of earnings and
negatively impacted by the increase in the unrealized loss on the
available-for-sale securities portfolio.
EARNINGS ANALYSIS
Net interest income
Net interest income is Franklin's primary source of earnings and represents the
difference between interest and fees earned on earnings assets and the interest
paid on deposits and other interest bearing liabilities. Net interest income
totaled $5.07 million for the first three months of 1997 compared to $4.03
million for the same period of 1996, an increase of 26%. The improvements in
net interest income were primarily attributable to a higher volume of earning
assets. Average earning assets increased 32% to $434.2 million for the three
months ended March 31, 1997 as compared to $328 million for the three months
ended March 31, 1996. Of that growth, 44% occurred in Franklin's loan
portfolio, its highest yielding asset and 53% occurred in the securities
portfolios.
Total interest income increased $1.8 million, or 28%, to $8.3 million for the
first three months of 1997 as compared to $6.5 million for the same period of
1996, with 50%, or $900 thousand, of that increase occurring in interest and
fees on loans. Interest expense increased $776 thousand, or 33%, to $3.2
million for the first three months of 1997 as compared to $2.4 million for the
same period of 1996. The increase is primarily due to volume increases in
average interest bearing liabilities which grew 34% to $327.1 million for the
three months ended March 31, 1997 as compared to $244.4 million for the same
period in 1996.
Page 10 of 15
<PAGE> 11
As a result of competitive market pressures on loan and deposit rates and a
slight change in Franklin's asset mix, Franklin's net interest margin declined
to 4.80% for the three months ended March 31, 1997 as compared to 4.95% for the
same period one year ago. For the first quarter of 1997, Franklin's average
earning assets consisted of 53% loans, 39% securities and 8% short-term
investments as compared to 56% loans, 35% securities and 9% short-term
investments during the first quarter of 1996. Management intends to continue
to seek opportunities to increase the volume of Franklin's highest yielding
assets, loans, to sustain and improve its margin.
Non-interest income
Non-interest income increased $172 thousand, or 49%, from $354 thousand for the
three months ending March 31, 1996 to $526 thousand for the same period ending
March 31, 1997. The increases are a result of Franklin's growing customer
base, as well as the continued expansion of commercial deposit product
offerings, such as cash management and payroll processing services, and foreign
currency exchange services.
Non-interest expense
Total non-interest expense of $3.2 million for the three months ended March 31,
1997 increased $426 thousand, or 15%, compared to $2.8 million for the same
period in 1996. The components of this increase were as follows: compensation
and employee benefits $234 thousand, or 55% of the increase, occupancy and
furniture and equipment expense $125 thousand, or 29%, and other operating
expense $67 thousand, or 16%. The increases in all expense categories over
1996 levels are primarily due to Franklin's geographic expansion efforts which
included branch openings in Tysons, Virginia and Bethesda, Maryland.
ASSET QUALITY
Asset quality has continued to improve, however, due to the growth of the loan
portfolio and the reductions in loan recoveries, Franklin has deemed it prudent
to increase provisions for loan losses to $130 thousand for the three months
ended March 31, 1997 as compared to $27 thousand for the same period one year
ago. For the three months ended March 31, 1997, Franklin recognized net loan
recoveries of $57 thousand, as Franklin received payments from loans
charged-off in prior years. This compares to first quarter 1996 net loan
recoveries of $277 thousand. At March 31, 1997, the allowance for loan losses
represented 1.71% of total loans as compared to 1.70% at December 31, 1996.
Page 11 of 15
<PAGE> 12
Non-performing assets decreased to $897 thousand at March 31, 1997 from $908
thousand at December 31, 1996, representing 0.38% of total loans on March 31,
1997 as compared to 0.39% of total loans on December 31, 1996. The allowance
for loan losses as a percentage of non-performing assets increased from 423% on
December 31, 1996 to 449% on March 31, 1997. Management believes that all
major loan portfolio deficiencies have been identified and adequate reserves
have been established.
RECENT ACCOUNTING DEVELOPMENTS
In February of 1997, Statement of Financial Accounting Standards No. 128,
"Earnings per Share" was issued. The statement establishes standards for
computing and presenting earnings per share and is required to be adopted in
Franklin's financial statements for the year ended December 31, 1997. The
statement is not expected to have a material impact on Franklin's financial
results.
Page 12 of 15
<PAGE> 13
- --------------------------------------------------------------------------------
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
Item 1 - Pending Legal Proceedings
At the present time, there are no material legal proceedings to which Franklin
is a party or to which any of Franklin's property is subject. In addition, to
the best of Franklin's knowledge, no such proceedings are contemplated by
government authorities.
Item 2 - Changes in Securities
There were no changes in the rights of Franklin shareholders during the last
quarter.
Item 3 - Defaults Upon Senior Securities
There were no reportable occurrences during the last quarter.
Item 4 - Submission of Matters to a Vote of Security Holders
There were no reportable occurrences during the last quarter.
Item 5 - Other Information
No other reportable information.
Item 6 - Exhibits and Reports on Form 8-K
a. Exhibits:
See Exhibit 11, "Computation of Primary and Fully Diluted Earnings per
Share."
b. Reports on Form 8-K
There were no reportable occurrences during the quarter.
Page 13 of 15
<PAGE> 14
- --------------------------------------------------------------------------------
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.
FRANKLIN BANCORPORATION, INC.
May 8, 1997 Robert P. Pincus
- ------------------ -------------------------------------
Date Robert P. Pincus
President and Chief Executive Officer
May 8, 1997 Diane M. Begg
- ------------------ -------------------------------------
Date Diane M. Begg
Senior Vice President and Chief
Financial Officer
Page 14 of 15
<PAGE> 1
FRANKLIN BANCORPORATION, INC.
EXHIBIT 11
COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE:
(DOLLARS IN THOUSANDS - EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTH PERIOD
ENDED MARCH 31,
1997 1996
---- ----
<S> <C> <C>
Net earnings $ 1,383 $ 964
Primary earnings (A) 1,383 964
Fully diluted earnings (B) 1,383 964
Weighted average shares outstanding 6,487,577 6,317,892
Dilutive common stock equivalents for primary
earnings per share 399,961 287,130
---------- ----------
Weighted average shares and common equivalent shares
outstanding for primary earnings per share (C) 6,887,538 6,605,022
Equivalent shares assuming full dilution 400,043 287,130
---------- ----------
Weighted average shares and common equivalent
shares for fully diluted earnings per share (D) 6,887,620 6,605,022
Earnings per share
Primary (A)/(C) $ 0.20 $ 0.15
Fully diluted (B)/(D) $ 0.20 $ 0.15
</TABLE>
Page 15 of 15
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 24,877
<INT-BEARING-DEPOSITS> 336
<FED-FUNDS-SOLD> 38,800
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 99,011
<INVESTMENTS-CARRYING> 79,027
<INVESTMENTS-MARKET> 77,007
<LOANS> 235,428
<ALLOWANCE> 4,029
<TOTAL-ASSETS> 484,963
<DEPOSITS> 351,310
<SHORT-TERM> 97,170
<LIABILITIES-OTHER> 4,003
<LONG-TERM> 0
0
0
<COMMON> 649
<OTHER-SE> 31,831
<TOTAL-LIABILITIES-AND-EQUITY> 484,963
<INTEREST-LOAN> 5,329
<INTEREST-INVEST> 2,514
<INTEREST-OTHER> 451
<INTEREST-TOTAL> 8,294
<INTEREST-DEPOSIT> 2,314
<INTEREST-EXPENSE> 3,223
<INTEREST-INCOME-NET> 5,071
<LOAN-LOSSES> 130
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,200
<INCOME-PRETAX> 2,267
<INCOME-PRE-EXTRAORDINARY> 1,383
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,383
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
<YIELD-ACTUAL> 7.81
<LOANS-NON> 721
<LOANS-PAST> 318
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,842
<CHARGE-OFFS> 17
<RECOVERIES> 74
<ALLOWANCE-CLOSE> 4,029
<ALLOWANCE-DOMESTIC> 4,029
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 879
</TABLE>