<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
1-10785
-------
THE MONEY STORE INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2293022
---------- ----------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2840 Morris Avenue, Union, New Jersey 07083
- - ------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(908) 686-2000
--------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether 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.
( X ) Yes ( ) No
APPLICABLE ONLY TO CORPORATE ISSUERS;
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 7, 1996: 57,487,491 shares.
<PAGE>
THE MONEY STORE INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1996
TABLE OF CONTENTS PAGE
- - ----------------- ----
PART I FINANCIAL INFORMATION
- - ------ ---------------------
Item 1 - Financial Statements
Consolidated Statements of Financial Condition at
March 31, 1996 and December 31, 1995 2
Consolidated Statements of Income for the three
months ended March 31, 1996 and 1995 3
Consolidated Statements of Cash Flows for the three
months ended March 31, 1996 and 1995 4
Notes to Consolidated Financial Statements 5-6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-11
PART II OTHER INFORMATION
- - ------- -----------------
Not applicable
1
<PAGE>
PART I FINANCIAL INFORMATION
THE MONEY STORE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(DOLLARS IN THOUSANDS)
ASSETS
MARCH 31, DECEMBER 31,
1996 1995
----------- -------------
(UNAUDITED)
Cash and cash equivalents (including $ 370,828 $ 178,781
$233,750 and
$136,159 in 1996 and 1995 which is
restricted)
Receivables, net of allowance for credit
losses of $21,547 and $15,591 in 1996 1,209,360 1,029,853
and 1995
Excess servicing asset 578,135 524,359
Property and equipment, net 37,734 33,762
Other 27,157 25,493
----------- -------------
$ 2,223,214 $ 1,792,248
=========== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Notes payable $ 1,327,937 $ 1,075,892
Accounts payable and other 266,028 226,443
liabilities
Income taxes, principally deferred 97,941 94,928
Unearned insurance commissions 5,129 4,704
Allowance for credit losses on
loans sold 135,123 125,155
----------- -------------
1,832,158 1,527,122
----------- -------------
Subordinated debt 13,000 24,000
----------- -------------
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Preferred stock, no par;
authorized 25,000,000 shares; none
issued and outstanding
Common stock, no par; authorized
100,000,000 shares; issued and
outstanding 57,398,919 shares in
1996 and 51,339,896 shares in 1995 182,376 59,603
Paid in capital 1,031 0
Retained earnings 194,649 181,523
----------- -------------
378,056 241,126
----------- -------------
$ 2,223,214 $ 1,792,248
=========== =============
See accompanying notes to consolidated financial statements.
2
<PAGE>
THE MONEY STORE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
1996 1995
----------- -------------
REVENUES:
Gain on sale of receivables $ 102,191 $ 61,958
Finance income, fees earned and other 52,557 29,800
----------- -------------
154,748 91,758
----------- -------------
EXPENSES:
Salaries and employee benefits 35,272 24,782
Other operating expenses 42,493 26,459
Provision for credit losses 25,515 11,526
Interest 27,734 16,647
----------- -------------
131,014 79,414
----------- -------------
Income before income taxes 23,734 12,344
----------- -------------
Income taxes:
Current 3,984 137
Deferred 5,546 4,963
----------- -------------
9,530 5,100
----------- -------------
Net income $ 14,204 $ 7,244
=========== =============
Net income per share $0.27 $0.14
=========== =============
Weighted average number
of shares outstanding 52,738,400 50,805,206
=========== =============
See accompanying notes to consolidated financial statements.
3
<PAGE>
THE MONEY STORE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
1996 1995
----------- ----------
Cash flows from operating activities:
Net income $ 14,204 $ 7,244
Adjustments to reconcile net income
to net cash provided by
(used in) operations:
Depreciation and amortization 2,586 1,710
Amortization of excess servicing
asset 47,389 27,662
Provision for deferred income
taxes 5,546 4,963
Provision for credit losses 25,515 11,526
Net changes in operating assets
and liabilities:
Proceeds from loans sold 1,146,325 847,029
Loans originated (1,216,931) (822,985)
Loans repurchased (5,134) (1,994)
Increase in receivables (119,299) (5,315)
Gain on sale of receivables (101,165) (51,917)
Increase (decrease) in
accounts payable and other
liabilities 1,610 (3,665)
Other, net (2,224) (1,017)
Net cash provided by operating
activities (201,578) 13,241
----------- ----------
Cash flows from investing activities:
Purchase of property and equipment (6,013) (4,851)
----------- ----------
Cash flows from financing activities:
Net increase in warehouse notes 272,148 113,642
Principal payments on subordinated debt. (11,000)
Principal payments on other notes
payable (20,103) (10,706)
Net proceeds from issuance of
common stock 122,075
Net increase in collections payable 35,867 6,503
Proceeds from exercise of stock
options 698 24
Dividends paid (1,078) (745)
Tax benefit from exercise of stock
options 1,031
--------- ---------
Net cash provided by financing 399,638 108,718
activities
-------- ---------
Net increase in cash and cash 192,047 117,108
equivalents
Cash and cash equivalents at beginning 178,781 161,292
of the period -------- ---------
Cash and cash equivalents at end of the
period $ 370,828 $ 278,400
=========== ==========
See accompanying notes to consolidated financial statements.
4
<PAGE>
THE MONEY STORE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF FINANCIAL STATEMENT PRESENTATION
The consolidated financial statements include the accounts of The Money Store
Inc. and its subsidiaries (the "Company"), all of which are wholly-owned. All
significant intercompany accounts and transactions have been eliminated.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC"). It is suggested that these
condensed financial statements be read in conjunction with the Company's
December 31, 1995 audited consolidated financial statements and notes thereto.
In the opinion of management all adjustments (which included only normal
recurring adjustments) necessary for a fair presentation of the financial
position and results of operations for these periods have been made. However,
results for such interim periods are subject to year-end adjustments, and are
not necessarily indicative of results for a full year.
(2) NET INCOME PER SHARE
Net income per share of common stock is computed using the weighted average
number of shares of common stock outstanding during each period. The effect of
the assumed exercise of stock options on net income per share is immaterial.
All share and per share amounts have been restated to reflect the 3-for-2 stock
split on September 21, 1995 and the 5-for-2 stock split on December 1, 1995.
(3) COMMITMENTS AND CONTINGENCIES
The Company generally sells its Home Equity Loans with servicing retained in
mortgage pass-through transactions and in whole loan transactions. In certain
whole loan transactions, the Company is subject to off-balance sheet credit risk
in the normal course of business due to commitments and obligations to service
and repurchase loan receivables which are not included in the accompanying
consolidated financial statements. These commitments and obligations do not
necessarily represent future cash flow obligations. The obligations to
repurchase Home Equity Loans are subject to various terms and conditions
including limitations on the amount of loans that may be required to be
repurchased in any given year. Based upon the terms of whole loan transactions
and management's estimates of the lives of the underlying portfolios, management
believes that there are $77,611,000 of Home Equity Loans at March 31, 1996 which
the Company may be required to repurchase in the future should such loans become
more than 90 days past due.
In an attempt to minimize the risk of interest rate fluctuations, one of the
strategies employed by the Company is to enter into agreements that allow it to
sell loans to certain trusts in the future at an agreed upon price. At March
31, 1996, under the terms of such agreements the Company had the right to
deliver $74,700,000 of Home Equity Loans, $41,500,000 of Student Loans and
$5,500,000 on of unguaranteed portions of SBA Loans.
5
<PAGE>
THE MONEY STORE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(4) SHAREHOLDERS' EQUITY
In March 1996, the Company sold 5,937,500 shares of common stock for $21.50 per
share, the net proceeds of which amounted to $122,075,000.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CERTAIN ACCOUNTING CONSIDERATIONS
As a fundamental part of its business and financing strategy, the Company sells
the majority of its loans with the servicing retained. The majority of the
Company's revenue is recognized as gain on sale of loans, which represents the
present value of the difference between the interest rate charged by the Company
to a borrower and the interest rate received by the investor who purchased the
loan, in excess of normal loan servicing fees (the "Excess Servicing Spread")
and non-refundable fees and premiums on loans sold. The Company recognizes such
gain on sale of loans in the year that such loans are sold, although cash
(representing the Excess Servicing Spread and servicing fees) is received by the
Company over the lives of the loans. Concurrently with recognizing such gain on
sale, the Company records a corresponding asset on its consolidated statement of
financial condition in an initial amount equal to the Excess Servicing Spread
(the "Excess Servicing Asset"). The Excess Servicing Asset is computed, in
part, based upon, and amortized over, the estimated lives of the loans. The
timing of sales of the Company's loans may impact the Company's earnings from
quarter to quarter.
The Excess Servicing Asset is calculated utilizing certain estimates made by
management at the time loans are sold. The rate of prepayment of loans may be
affected by a variety of economic and other factors, including prevailing
interest rates and the availability of alternative financing to borrowers. The
effect of those factors on loan prepayment rates may vary depending on the type
of loan. Estimates of prepayment rates are made based on management's
expectations of future prepayment rates, which are based, in part, on the
historical rate of repayment of the Company's loans and other considerations.
There can be no assurance of the accuracy of management's prepayment estimates.
If actual prepayments with respect to sold loans occur more quickly than was
projected at the time such loans were sold, the carrying value of the Excess
Servicing Asset may have to be written down through a charge to earnings in the
period of adjustment. If actual prepayments with respect to sold loans occur
more slowly than estimated, the carrying value of the Excess Servicing Asset on
the Company's consolidated statement of financial condition would not increase,
although total income would exceed previously estimated amounts.
The Company has several strategies which it employs in an attempt to minimize
the risk of interest rate fluctuations during the period between the time it
originates loans and the time such loans are sold; i) the Company attempts to
package and sell loans on a regular basis, thereby minimizing the period during
which loans are held, ii) the Company usually does not fix the interest rate
applicable to fixed rate Home Equity Loans it originates until shortly prior to
the closing of the loan, iii) the Company from time to time purchases and sells
government securities at agreed upon prices, and iv) in certain securitizations
the Company enters into an agreement that allows it to sell loans in the future
at an agreed upon price. The Company has basis risk on certain variable rate
loans it sells where the customer and investor rates are based upon different
indices and adjust at varying intervals.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
MARCH 31, 1996
Receivables, net increased $179.5 million from $1.0 billion at December 31, 1995
to $1.2 billion at March 31, 1996. This increase was due primarily to a net
increase in loans held for sale of $143.4 million, accrued interest receivable
of $2.5 million and other receivables of $39.4 million. The allowance for
credit losses increased $6.0 million in 1996. The increase in other receivables
is principally attributable to advances, designed to protect investors from
losses, made in connection with certain securitizations. The increase in loans
held for sale was primarily due to the fact that the Company originated $1.2
billion of loans compared to loan sales of $1.1 billion. Originations increased
47.9% for the quarter ended March 31, 1996, compared to the quarter ended March
31, 1995, primarily as a result of the Company providing greater variety of
products, complemented by geographic expansion of the originations network and
diversification in the methods of loan origination.
The balance in the repurchased loan portfolio was $29.0 million at March 31,
1996 compared to $29.2 million at December 31, 1995. Prior to 1993, when the
Company sold Home Equity Loans as whole loans, it generally committed to
repurchase from investors loans that became more than 90 days past due, up to a
predetermined limit. The Company has increased its use of securitizations and
has been able to negotiate whole loans sales without such a contingent
repurchase obligation.
The Excess Serving Asset increased $53.7 million from $524.4 million at December
31, 1995 to $578.1 million at March 31, 1996. This increase reflects the Excess
Serving Spread of $101.2 million offset by amortization of $47.4 million.
Property, plant and equipment, net increased $3.9 million from $33.8 million at
December 31, 1995 to $37.7 million at March 31, 1996, primarily as a result of
purchases of computer equipment as well as the purchase of office equipment for
the opening of new origination branches in the Company's Auto Loan division.
Other assets increased $1.7 million from $25.5 million at December 31, 1995 to
$27.2 million at March 31, 1996. Real estate owned decreased $1.1 million from
$10.2 million at December 31, 1995 to $9.1 million at March 31, 1996.
Notes payable increased $255.0 million from $1.1 billion at December 31, 1995 to
$1.3 billion at March 31, 1996, primarily as a result of a net increase of
$272.1 million in the use of warehouse credit facilities, the proceeds of which
were used to fund the increase in receivables. The primary source of funding
the Company's receivables prior to their sale comes from debt issued by the
Company including borrowings issued under credit facilities.
Accounts payable and other liabilities increased $40.4 million from $226.4
million at December 31, 1995 to $266.0 million at March 31, 1996. This increase
resulted primarily from an increase in funds collected on loans sold and
serviced for others of $40.5 million, and an increase in accrued interest
expense of $3.7 million due in part to the increase in average debt outstanding.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION (CONTINUED)
Income taxes, principally deferred increased $3.0 million from $94.9 million at
December 31, 1995 to $97.9 million at March 31, 1996. This increase resulted
from the net income for the quarter ended March 31, 1996.
The allowance for credit losses on loans sold increased $9.9 million from $125.2
million at December 31, 1995 to $135.1 million at March 31, 1996, due to an
increase in the amount of loans sold.
Shareholders' equity increased $137.0 million from $241.1 million at December
31, 1995 to $378.1 million at March 31, 1996 due to net income of $14.2 million,
net of $1.1 million of dividends paid on the Company's common stock. In
addition, the Company received net proceeds of $122.1 million and $0.7 million
from the sale of 5.9 million shares of the Company's common stock and the
exercise of employee stock options.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31, 1995
Net income for the first quarter of 1996 was $14.2 million ($0.27 per share) on
52,738,400 weighted average number of shares outstanding compared to net income
of $7.2 million ($0.14 per share) on 50,805,206 weighted average number of
shares outstanding for the first quarter of 1995, an increase of 96.1%. Per
share and weighted average share amounts have been adjusted to reflect stock
splits effected by the Company. The increase in net income is primarily
attributable to income derived from gain on sale of receivables, as well as
finance income and fees earned caused by the growth in the Company's serviced
loan portfolio.
Gain on sale of receivables totaled $102.2 million for the first quarter 1996,
an increase of 64.9% compared to $62.0 million for the first quarter 1995. The
increase is primarily attributable to an increase of 35.4% in loans sold from
$847.0 million in the first quarter of 1995 to $1.1 billion in the first quarter
of 1996. The increase also reflects increases in the Excess Servicing Spread
(i) on Home Equity Loans sold to 3.57% for the first quarter 1996 from 2.68% for
the first quarter 1995 and (ii) on SBA Loans sold including the sale of
unguaranteed portions of SBA Loans to 2.64% for the first quarter 1996 from
1.45% for the first quarter 1995. The Excess Servicing Spread on Student Loans
decreased to 1.32% for the first quarter 1996 from 1.7% for the first quarter
1995.
Finance income, fees earned and other increased 76.4% from $29.8 million in the
first quarter of 1995 to $52.6 million for the first quarter of 1996. The
primary factor was the increase in the Company's serviced loan portfolio of
45.2% to $9.5 billion at March 31, 1996 as compared to $6.5 billion at March 31,
1995.
Salaries and employee benefits increased 42.3% to $35.3 million during the first
quarter of 1996, compared to $24.8 million for the first quarter of 1995. This
was primarily a result of staffing the new Auto Loan division, as well as for
existing offices and administrative areas to manage the increased level of
business.
Other operating expenses increased 60.6% to $42.5 million during the first
quarter of 1996, compared to $26.5 million for the first quarter of 1995. The
increase is primarily attributable to occupancy costs and related office
expenses associated with the opening of additional branch and administrative
offices.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
The provision for credit losses increased 121.4% to $25.5 million during the
first quarter of 1996 from $11.5 million for the first quarter of 1995. The
provision increased to maintain the allowance for credit losses and the
allowance for credit losses on loans sold at a level considered adequate to
cover risk characteristic of the serviced loan portfolio and increased loan
originations and sales. Home Equity Loans delinquent 90 days-and-over increased
from 4.31% at March 31, 1995 to 5.10% at March 31, 1996, while SBA Loans
delinquent 90 days-and-over increased from 5.22% at March 31, 1995 to 6.34% at
March 31, 1996. Auto Loans delinquent 90 days-and-over were 2.39% at March 31,
1996.
Net charge-offs increased 77.0% to $9.6 million for the quarter ended March 31,
1996 from $5.4 million for the quarter ended March 31, 1995, due to the increase
in the Company's serviced loan portfolio.
Interest expense increased 66.6% from $16.6 million for the first quarter of
1995 to $27.7 million for the first quarter of 1996. This increase resulted
from increases in notes payable used in part to fund the increase in receivables
while the average cost of funds was 9.2% for 1996 and 8.8% for 1995.
The effective tax rate decreased from 41.3% in the first quarter of 1995 to
40.2% in the first quarter of 1996 as a result of a decrease in state taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Company's business requires continual access to short- and long-term sources
of debt financing and equity capital. The Company's cash requirements arise
from loan originations and purchases, advances in securitizations designed to
protect investors from losses, loan repurchases, repayment of debt upon
maturity, payment of operating and interest expenses and capital expenditures.
The Company's primary sources of liquidity are sales into secondary markets of
the loans it originates, long term borrowing (senior notes and subordinated
debt), borrowing under term loans and warehouse lines secured by pledges of its
loans, in most cases until such loans are sold and the lenders can be repaid,
and finance income and fees generated by the serviced loan portfolio.
In order to continue to originate loans, the Company will need to maintain and
renew its various warehouse lines at least at current levels, or to obtain new
warehouse lines to replace existing warehouse lines and to replace existing
warehouse lines and to replace its long term borrowing as they become due.
Cash and cash equivalents were $370.8 million at March 31, 1996, an increase of
$192.0 million from December 31, 1995. At March 31, 1996, $233.7 million of
cash and cash equivalents were restricted. These restrictions are reduced as
loans are liquidated. This increase resulted from cash provided by operating
activities of $399.6 million, primarily attributable to net proceeds from the
issuance of 5.9 million shares of the Company's common stock the net proceeds of
which were $122.1 million, and proceeds from the increase of warehouse notes
payables of $272.1 million offset by cash used in operating activities and
investing activities of $201.6 and $6.0 million respectively.
The Company from time to time sells certain of its receivables, primarily SBA
Loans and Student Loans, at a premium. This strategy does not significantly
effect reported earnings in the period of sale but allows the Company to
generate a higher level of cash flow from current operations. Such a strategy
also reduces the average Excess Servicing Spread, thereby reducing cash flows
received in the future.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
At March 31, 1996, the Company had $2.0 billion of availability of several
credit facilities for warehousing loans which are subject to periodic renewal
and are used to finance loans after origination and prior to sale. Of the
amount available under these facilities, $1.4 billion was unused at March 31,
1996. At December 31, 1995, the Company had $1.6 billion of availability of
credit facilities for warehousing loans, of which $ 1.2 billion was unused.
At March 31, 1996, the Company had $627.3 million of warehouse notes payable at
a weighted average interest rate of 6.2%. In addition, at March 31, 1996, the
Company had outstanding $655.0 million of unsecured senior debt and $13.0
million of subordinated debt which requires the Company to pay $31.0 million in
1996, $112.0 million in 1997, $40.0 million in 1998, $190.0 million in 1999,
$110.0 million in 2000, $35.0 million in 2001 and $150.0 million in 2002. The
unsecured senior and subordinated debt bear interest at rates ranging from 7.63%
to 12.0%, with a weighted average interest rate of 8.6% at March 31, 1996.
The Company is required to comply with various operating and financial covenants
defined in these agreements including covenants which may restrict the Company's
ability to pay dividends. At March 31, 1996, under the most restrictive of
these dividend covenants, the Company had available $150 million for the
payment of dividends.
While the Company believes that it will be able to refinance or otherwise repay
its short-term and unsecured debt in the normal course of its business, there
can be no assurance that the Company's existing lenders will agree to refinance
such debt, that other lenders will be willing to extend lines of credit to the
Company or that funds otherwise generated from operations will be sufficient to
satisfy such obligations. Future financing may involve the issuance of
additional common stock or other securities, including securities convertible
into or exercisable for common stock.
11
<PAGE>
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.
The Money Store Inc.
--------------------
(Registrant)
By: /s/ James K. Ransom
----------------------------
James K. Ransom
Vice President and Principal
Accounting Officer
Dated: May 9, 1996
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 31,
1996 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 370,828
<SECURITIES> 0
<RECEIVABLES> 1,230,908
<ALLOWANCES> 21,547<F1>
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 37,734
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,223,214
<CURRENT-LIABILITIES> 0
<BONDS> 13,000<F2>
0
0
<COMMON> 182,376
<OTHER-SE> 195,680
<TOTAL-LIABILITY-AND-EQUITY> 2,223,214
<SALES> 0
<TOTAL-REVENUES> 154,748
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 42,493
<LOSS-PROVISION> 25,515
<INTEREST-EXPENSE> 27,734
<INCOME-PRETAX> 23,734
<INCOME-TAX> 9,530
<INCOME-CONTINUING> 14,204
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,204
<EPS-PRIMARY> 0.27
<EPS-DILUTED> 0
<FN>
<F1>This represents the Contra asset allowance for Credit losses.
<F2>This represents Subordinated debt.
</FN>
</TABLE>
