<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1999 Commission File Number 06253
------------- -----
SIMMONS FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Arkansas 71-0407808
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 Main Street Pine Bluff, Arkansas 71601
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 870-541-1000
------------
Not Applicable
- -------------------------------------------------------------------------------
Former name,former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period) and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO
---
Indicate the number of shares outstanding of each of issuer's classes of common
stock.
Class A, Common 6,527,388
Class B, Common None
<PAGE>
SIMMONS FIRST NATIONAL CORPORATION
INDEX
Page No.
Part I: Summarized Financial Information
Consolidated Balance Sheets --
June 30, 1999 and December 31, 1998 3-4
Consolidated Statements of Income --
Three months and six months ended
June 30, 1999 and 1998 5
Consolidated Statements of Cash Flows --
Six months ended June 30, 1999 and 1998 6
Consolidated Statements of Changes in Stockholders' Equity
Six months ended June 30, 1999 and 1998 7
Notes to Consolidated Financial Statements 8-17
Management's Discussion and Analysis of Financial
Condition and Results of Operations 18-22
Review by Independent Certified Public Accountants 23
Part II: Other Information 24-26
<PAGE>
Part I: Summarized Financial Information
<TABLE>
<CAPTION>
Simmons First National Corporation
Consolidated Balance Sheets
June 30, 1999 and December 31, 1998
ASSETS
June 30, December 31,
(In thousands) 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Cash and non-interest bearing balances due from banks $ 49,715 $ 50,139
Interest bearing balances due from banks 6,982 28,461
Federal funds sold and securities purchased
under agreements to resell 11,150 51,240
----------- -----------
Cash and cash equivalents 67,847 129,840
Investment securities 354,305 351,594
Mortgage loans held for sale 9,062 12,641
Assets held in trading accounts 10,529 78
Loans 973,618 968,410
Allowance for loan losses (16,337) (15,918)
---------- -----------
Net loans 957,281 952,492
Premises and equipment 37,367 35,271
Foreclosed assets held for sale, net 1,616 1,610
Interest receivable 13,704 14,346
Intangible assets, net 28,471 28,513
Other assets 15,591 14,087
----------- -----------
TOTAL ASSETS $ 1,495,773 $ 1,540,472
============ ===========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
Simmons First National Corporation
Consolidated Balance Sheets
June 30, 1999 and December 31, 1998
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
(In thousands) 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES (Unaudited)
<S> <C> <C>
Non-interest bearing transaction accounts $ 158,788 $ 161,488
Interest bearing transaction accounts and savings deposits 401,718 402,784
Time deposits 666,891 692,482
----------- -----------
Total deposits 1,227,397 1,256,754
Federal funds purchased and securities sold
under agreements to repurchase 55,259 71,432
Short-term debt 5,714 1,444
Long-term debt 49,783 49,899
Accrued interest and other liabilities 15,677 23,909
----------- -----------
Total liabilities 1,353,830 1,403,438
----------- -----------
STOCKHOLDERS' EQUITY
Capital stock
Class A, common, par value $1 a share, authorized 30,000,000 shares 6,527,388
issued and outstanding
at 1999 and 6,454,135 at 1998 6,527 6,454
Surplus 48,257 45,791
Undivided profits 88,336 83,261
Accumulated other comprehensive income
Unrealized (depreciation) appreciation on available-for-sale
securities, net of income tax credit of $671 at 1999 and
income taxes of $869 at 1998 (1,177) 1,528
----------- ----------
Total stockholders' equity 141,943 137,034
----------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,495,773 $ 1,540,472
============ ===========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
Simmons First National Corporation
Consolidated Statements of Income
Three Months and Six Months Ended June 30, 1999 and 1998
Three Months Ended Six Months Ended
June 30, June 30,
(In thousands, except per share data) 1999 1998 1999 1998
(Unaudited) (Unaudited)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $ 21,783 $ 20,998 $ 43,068 $ 41,498
Federal funds sold and securities purchased
under agreements to resell 490 926 1,392 2,098
Investment securities 4,941 5,477 9,972 10,883
Mortgage loans held for sale, net of unrealized gains (losses) 180 117 377 233
Assets held in trading accounts 16 38 33 60
Interest bearing balances due from banks 158 88 344 231
---------- --------- --------- -------
TOTAL INTEREST INCOME 27,568 27,644 55,186 55,003
---------- --------- --------- -------
INTEREST EXPENSE
Deposits 11,082 12,383 22,638 24,750
Federal funds purchased and securities sold
under agreements to repurchase 536 688 1,331 1,369
Short-term debt 18 53 42 96
Long-term debt 968 1,046 1,929 2,089
---------- --------- --------- --------
TOTAL INTEREST EXPENSE 12,604 14,170 25,940 28,304
---------- --------- --------- -------
NET INTEREST INCOME 14,964 13,474 29,246 26,699
Provision for loan losses 1,691 3,843 3,293 5,111
---------- --------- --------- -------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 13,273 9,631 25,953 21,588
---------- --------- --------- -------
NON-INTEREST INCOME
Trust income 879 749 1,887 1,561
Service charges on deposit accounts 1,666 1,561 3,206 3,019
Other service charges and fees 341 388 859 809
Income on sale of mortgage loans, net of commissions 417 402 1,028 1,033
Income on investment banking, net of commissions 106 547 240 817
Credit card fees 2,460 2,369 4,698 4,518
Mortgage servicing fees -- 1,232 -- 2,610
Other income 579 659 899 873
Gain on sale of mortgage servicing -- 3,273 -- 3,273
Gains on sale of securities, net -- 15 -- 49
---------- --------- --------- -------
TOTAL NON-INTEREST INCOME 6,448 11,195 12,817 18,562
---------- --------- --------- -------
NON-INTEREST EXPENSE
Salaries and employee benefits 7,486 7,628 15,091 15,164
Occupancy expense, net 815 930 1,613 1,832
Furniture and equipment expense 1,094 1,027 2,243 2,028
Loss on foreclosed assets 33 327 153 527
Merger-related -- -- 395 --
Other operating expenses 4,512 5,488 8,722 10,578
--------- --------- --------- -------
TOTAL NON-INTEREST EXPENSE 13,940 15,400 28,217 30,129
--------- --------- --------- -------
INCOME BEFORE INCOME TAXES 5,781 5,426 10,553 10,021
Provision for income taxes 1,700 1,604 3,195 2,957
---------- --------- --------- -------
NET INCOME $ 4,081 $ 3,822 $ 7,358 $ 7,064
========= ======== ======== =======
BASIC EARNINGS PER SHARE $ 0.63 $ 0.60 $ 1.13 $ 1.10
========= ======== ======== =======
DILUTED EARNINGS PER SHARE $ 0.62 $ 0.59 $ 1.12 $ 1.08
========= ======== ======== =======
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
Simmons First National Corporation
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1999 and 1998
June 30, June 30,
(In thousands) 1999 1998
- -------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES (Unaudited)
<S> <C> <C>
Net income $ 7,358 $ 7,064
Items not requiring (providing) cash
Depreciation and amortization 2,924 3,647
Provision for loan losses 3,293 5,111
Net accretion of investment securities (181) (254)
Deferred income taxes (313) (2,379)
Provision for foreclosed assets 110 136
Gain on sale of mortgage servicing -- (3,273)
Gains on sale of securities, net -- (49)
Changes in
Interest receivable 642 (99)
Mortgage loans held for sale 3,579 1,502
Assets held in trading accounts (10,451) 407
Other assets (1,504) (176)
Accrued interest and other liabilities (6,341) 4,797
Income taxes payable (473) 2,658
-------- ---------
Net cash (used in) provided by operating activities (1,357) 19,092
-------- ---------
CASH FLOW FROM INVESTING ACTIVITIES
Net originations of loans (8,543) (46,830)
Sale of mortgage servicing -- 6,311
Purchase of premises and equipment, net (3,796) (2,833)
Proceeds from sale of foreclosed assets 345 672
Proceeds from sale of available-for-sale securities -- 1,500
Proceeds from maturities of available-for-sale securities 70,608 107,166
Purchases of available-for-sale securities (79,512) (114,618)
Proceeds from maturities of held-to-maturity securities 31,822 33,360
Purchases of held-to-maturity securities (28,153) (27,860)
-------- ---------
Net cash used in investing activities (17,229) (43,132)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) increase in deposits (29,357) 2,399
Net proceeds (repayments) of short-term debt 4,270 (697)
Dividends paid (2,283) (1,778)
Proceeds from issuance of long-term debt 1,300 305
Repayments of long-term debt (1,416) (760)
Net (decrease) increase in federal funds purchased
and securities sold under agreements to repurchase (16,173) 2,309
Issuance of common stock, net 252 243
-------- ---------
Net cash (used in) provided by financing activities (43,407) 2,021
-------- ---------
DECREASE IN CASH AND
CASH EQUIVALENTS (61,993) (22,019)
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 129,840 137,762
-------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 67,847 $ 115,743
======== =========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
Simmons First National Corporation
Consolidated Statements of Changes in Stockholders' Equity
Six Months Ended June 30, 1999 and 1998
Accumulated
Other
Common Comprehensive Undivided
(In thousands, except per share data) Stock Surplus Income Profits Total
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1997, $ 6,191 $ 46,015 $ 1,216 $ 67,590 $ 121,012
as previously reported
Adjustment for pooling-of-interest 245 (485) -- 4,619 4,379
-------- -------- --------- -------- --------
Balance, December 31, 1997, as restated 6,436 45,530 1,216 72,209 125,391
Comprehensive income
Net income -- -- -- 7,064 7,064
Change in unrealized appreciation on
available-for-sale securities, net of
income taxes of $3 -- -- 6 -- 6
--------
Comprehensive income 7,070
Exercise of stock options--14,900 shares 15 251 -- -- 266
Other stock transaction of pooled
institution prior to pooling -- (17) -- -- (17)
Securities exchanged under stock option plan -- (23) -- -- (23)
Cash dividends declared
Common stock ($0.31 per share) -- -- -- (1,778) (1,778)
Pooled institutions prior to pooling -- -- -- -- --
-------- -------- --------- -------- --------
Balance, June 30, 1998 6,451 45,741 1,222 77,495 130,909
Comprehensive income
Net income -- -- -- 7,775 7,775
Change in unrealized appreciation on
available-for-sale securities, net of
income taxes of $174 -- -- 306 -- 306
--------
Comprehensive income 8,081
Exercise of stock options--3,800 shares 3 50 -- -- 53
Cash dividends declared
Common stock ($0.33 per share) -- -- -- (1,976) (1,976)
Pooled institutions prior to pooling -- -- -- (33) (33)
-------- -------- --------- -------- --------
Balance, December 31, 1998 6,454 45,791 1,528 83,261 137,034
Comprehensive income
Net income -- -- -- 7,358 7,358
Change in unrealized appreciation on
available-for-sale securities, net of
income tax credit of $1,542 -- -- (2,705) -- (2,705)
--------
Comprehensive income 4,653
Exercise of stock options--16,600 shares 16 247 -- -- 263
Securities exchanged under stock option plan -- (11) -- -- (11)
Common stock issued in connection with the
purchase of the minority shares of the Bank
of Lincoln - 56,997 shares 57 2,230 -- -- 2,287
Cash dividends declared ($0.35 per share) -- -- -- (2,283) (2,283)
-------- -------- --------- -------- --------
Balance, June 30, 1999 $ 6,527 $ 48,257 $ (1,177) $ 88,336 $ 141,943
======== ======== ========= ======== =======
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
SIMMONS FIRST NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: ACCOUNTING POLICIES
The consolidated financial statements include the accounts of Simmons First
National Corporation and its subsidiaries. Significant intercompany accounts and
transactions have been eliminated in consolidation. All financial information
has been restated for the mergers with American Bancshares of Arkansas, Inc.
("ABA") and Lincoln Bankshares, Inc. ("LBI") which were accounted for as
poolings-of-interests.
All adjustments made to the unaudited financial statements were of a normal
recurring nature. In the opinion of management, all adjustments necessary for a
fair presentation of the results of interim periods have been made. Certain
prior year amounts are reclassified to conform to current year classification.
The accounting policies followed in the presentation of interim financial
results are presented on pages 28-30 of the 1998 Annual Report to shareholders.
Earnings Per Share
Basic earnings per share is computed based on the weighted average number
of common shares outstanding during each year. Diluted earnings per share is
computed using the weighted average common shares and all potential dilutive
common shares outstanding during the period.
The computation of per share earnings for the six months ended June 30,
1999 and 1998 is as follows:
<TABLE>
<CAPTION>
(In thousands, except per share data) 1999 1998
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Income $ 7,358 $ 7,064
-------- -------
Average common shares outstanding 6,515 6,443
Average common share stock options outstanding 77 124
--------- -------
Average diluted common shares 6,592 6,567
--------- -------
Basic earnings per share $ 1.13 $ 1.10
======== =======
Diluted earnings per share $ 1.12 $ 1.08
======== =======
</TABLE>
<PAGE>
NOTE 2: ACQUISITIONS
On December 8, 1998, the Company and ABA merged in a pooling-of-interests
transaction. Shareholders of ABA received 464,885 shares of Simmons First
National Corporation stock in exchange for ABA shares in the transaction. ABA
owned American State Bank, Charleston, Arkansas with assets, as of December 8,
1998 of $89 million. The Company merged American State Bank into Simmons First
National Bank during the first quarter of 1999.
On January 15, 1999, the Company acquired all the common stock of LBI.
Stockholders of LBI received 301,823 shares of Simmons First National
Corporation stock in exchange for LBI shares in the transaction. LBI owned the
Bank of Lincoln, Lincoln, Arkansas with assets, as of January 15, 1999, of $75
million. This acquisition was accounted for as a pooling-of-interests, except
for the acquisition of the minority shares (17.9%) of the Bank of Lincoln, which
were accounted for on a purchase accounting basis. The Company merged the Bank
of Lincoln into Simmons First Bank of Northwest Arkansas during the second
quarter of 1999.
NOTE 3: INVESTMENT SECURITIES
The amortized cost and fair value of investment securities that are
classified as held-to-maturity and available-for-sale are as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
------------------------------------------- -----------------------------------------
Gross Gross Estimated Gross Gross Estimated
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair
(In thousands) Cost Gains (Losses) Value Cost Gains (Losses) Value
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Held-to-Maturity
U.S. Treasury $ 17,341 $ 67 $ (59) $ 17,349 $ 25,116 $ 424 $ (1) $ 25,539
U.S. Government
agencies 32,149 136 (550) 31,735 35,770 474 (48) 36,196
Mortgage-backed
securities 1,770 2 (4) 1,768 2,348 18 (13) 2,353
State and political
subdivisions 98,987 1,144 (637) 99,494 99,385 2,343 (74) 101,654
Other securities 88 -- -- 88 92 3 -- 95
--------- ------ ----- --------- --------- ------ ------ ---------
$ 150,335 $ 1,349 $ (1,250)$ 150,434 $ 162,711 $ 3,262 $ (136) $ 165,837
========= ====== ====== ========= ========= ====== ====== =========
Available-for-Sale
U.S. Treasury $ 53,057 $ 364 $ (56) $ 53,365 $ 51,047 $ 1,078 $ -- $ 52,125
U.S. Government
agencies 143,042 24 (3,309) 139,757 125,527 417 (142) 125,802
Mortgage-backed
securities 415 3 (4) 414 996 -- (1) 995
State and political
subdivisions 434 2 -- 436 440 4 -- 444
Other securities 8,868 1,427 (297) 9,998 8,246 1,523 (252) 9,517
--------- ------ ----- --------- --------- ------ ------ ---------
$ 205,816 $ 1,820 $(3,666) $ 203,970 $ 186,256 $ 3,022 $ (395) $ 188,883
========= ====== ====== ========= ========= ====== ====== ========
</TABLE>
<PAGE>
The carrying value, which approximates the market value, of securities
pledged as collateral, to secure public deposits and for other purposes,
amounted to $208,107,000 at June 30, 1999 and $217,606,000 at December 31, 1998.
The book value of securities sold under agreements to repurchase amounted
to $30,464,000 and $24,742,000 for June 30, 1999 and December 31, 1998,
respectively.
Income earned on securities for the six months ended June 30, 1999 and 1998
is as follows:
<TABLE>
<CAPTION>
(In thousands) 1999 1998
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Taxable
Held-to-maturity $ 1,641 $ 2,848
Available-for-sale 5,924 5,778
Non-taxable
Held-to-maturity 2,398 2,248
Available-for-sale 9 9
-------- -------
Total $ 9,972 $ 10,883
======== =======
</TABLE>
Maturities of investment securities at June 30, 1999 are as follows:
<TABLE>
<CAPTION>
Held-to-Maturity Available-for-Sale
------------------- --------------------
Amortized Fair Amortized Fair
(In thousands) Cost Value Cost Value
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
One year or less $ 18,328 $ 18,395 $ 39,767 $ 39,882
After one through five years 70,540 70,602 105,901 104,489
After five through ten years 53,499 52,977 51,192 49,516
After ten years 7,880 8,372 88 85
Other securities 88 88 8,868 9,998
---------- ---------- ---------- ---------
Total $ 150,335 $ 150,434 $ 205,816 $ 203,970
========== ========== ========== =========
</TABLE>
The gross realized gains of $0 and $49,000 and gross realized losses of $0
and $0 at June 30, 1999 and 1998, respectively, were the result of sales and/or
calls of available-for-sale securities in 1998. Proceeds from sales of
available-for-sale securities in 1998 were $1,500,000.
Most of the state and political subdivision debt obligations are non-rated
bonds and represent small, Arkansas issues, which are evaluated on an ongoing
basis.
<PAGE>
NOTE 4: LOANS AND ALLOWANCE FOR LOAN LOSSES
The various categories are summarized as follows:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1999 1998
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Consumer
Credit cards $ 150,965 $ 165,622
Student loans 66,079 66,134
Other consumer 155,064 146,411
Real estate
Construction 50,590 60,487
Single family residential 174,270 173,769
Other commercial 214,692 203,479
Commercial
Commercial 110,142 98,948
Agricultural 43,537 40,706
Financial institutions 4,369 5,656
Other 3,910 7,198
------------ -----------
Total loans before allowance for loan losses $ 973,618 $ 968,410
============ ===========
</TABLE>
During the first six months of 1999, foreclosed assets held for sale
increased $6,000 to $1,616,000 and are carried at the lower of cost or fair
market value. Other non-performing assets, non-accrual loans and other
non-performing loans for the Company at June 30, 1999, were $10,000, $6,376,000
and $3,176,000, respectively, bringing the total of non-performing assets to
$11,178,000.
<PAGE>
Transactions in the allowance for loan losses are as follows:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1999 1998
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Balance, beginning of year $ 15,918 $ 14,179
Additions
Provision charged to expense 3,293 5,111
--------- --------
19,211 19,290
Deductions
Losses charged to allowance, net of recoveries
of $521 and $364 for the first six months of
1999 and 1998, respectively 2,874 2,807
-------- -------
Balance, June 30 $ 16,337 $ 16,483
========= -------
Additions
Provision charged to expense 3,118
19,601
Deductions
Losses charged to allowance, net of recoveries
of $431 for the last six months of
1998 3,683
-------
Balance, end of year $ 15,918
=======
</TABLE>
At June 30, 1999 and December 31, 1998, impaired loans totaled $11,711,000
and $12,471,000, respectively, all of which had reserves allocated. An allowance
of $2,448,000 and $2,768,000 for possible losses related to those loans at June
30, 1999 and December 31, 1998, respectively.
Interest of $281,000 and $254,000 was recognized on average impaired loans
of $12,830,000 and $11,253,000 as of June 30, 1999 and 1998, respectively.
Interest recognized on impaired loans on a cash basis during the first six
months of 1999 and 1998 was immaterial.
<PAGE>
NOTE 5: TIME DEPOSITS
Time deposits include approximately $180,539,000 and $196,202,000 of
certificates of deposit of $100,000 or more at June 30, 1999, and December 31,
1998, respectively.
NOTE 6: INCOME TAXES
The provision for income taxes is comprised of the following components:
<TABLE>
<CAPTION>
June 30, June 30,
(In thousands) 1999 1998
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Income taxes currently payable $ 3,508 $ 5,336
Deferred income taxes (313) (2,379)
--------------- ---------------
Provision for income taxes $ 3,195 $ 2,957
=============== ===============
</TABLE>
The tax effects of temporary differences related to deferred taxes shown on
the balance sheet are shown below:
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1999 1998
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets
Allowance for loan losses $ 5,818 $ 5,278
Valuation of foreclosed assets
held for sale 160 202
Deferred compensation payable 456 467
Deferred loan fee income 635 591
Mortgage servicing reserve 435 477
Available-for-sale securities 671 --
Other 716 683
----------- ---------
Total deferred tax assets 8,891 7,698
----------- ---------
Deferred tax liabilities
Accumulated depreciation (1,032) (930)
Available-for-sale securities -- (869)
Other (555) (448)
------------ ---------
Total deferred tax liabilities (1,587) (2,247)
------------ ---------
Net deferred tax assets included in other
assets on balance sheets $ 7,304 $ 5,451
============ =========
</TABLE>
<PAGE>
A reconciliation of income tax expense at the statutory rate to the
Company's actual income tax expense is shown below:
<TABLE>
<CAPTION>
June 30, June 30,
(In thousands) 1999 1998
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Computed at the statutory rate (34%) $ 3,588 $ 3,407
Increase (decrease) resulting from:
Tax exempt income (838) (796)
Other differences, net 445 346
--------------- ---------------
Actual tax provision $ 3,195 $ 2,957
=============== ===============
</TABLE>
NOTE 7: LONG-TERM DEBT
Long-term debt at June 30, 1999 and December 31, 1998, consisted of the
following components,
<TABLE>
<CAPTION>
June 30, December 31,
(In thousands) 1999 1998
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
7.32% note due 2007, unsecured $ 18,000 $ 18,000
9.75% note due 2008, secured by land and building 945 972
5.36% to 8.41% FHLB advances due 1999 to 2018,
secured by residential real estate loans 13,588 13,677
Trust preferred securities 17,250 17,250
--------------- ---------------
$ 49,783 $ 49,899
=============== ===============
</TABLE>
The Company owns a wholly owned grantor trust subsidiary (the Trust) to
issue preferred securities representing undivided beneficial interests in the
assets of the respective Trust and to invest the gross proceeds of such
preferred securities into notes of the Company. The sole assets of the Trust are
$17.8 million aggregate principal amount of the Company's 9.12% Subordinated
Debenture Notes due 2027 which are redeemable beginning in 2002. Such securities
qualify as Tier 1 Capital for regulatory purposes.
<PAGE>
Aggregate annual maturities of long-term debt at June 30, 1999 are:
<TABLE>
<CAPTION>
Annual
(In thousands) Year Maturities
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
1999 $ 2,745
2000 3,490
2001 3,404
2002 3,316
2003 3,277
Thereafter 33,551
--------------
Total $ 49,783
--------------
</TABLE>
NOTE 8: CONTINGENT LIABILITIES
A number of legal proceedings exist in which the Company and/or its
subsidiaries are either plaintiffs or defendants or both. Most of the lawsuits
involve loan foreclosure activities. The various unrelated legal proceedings
pending against the subsidiary banks in the aggregate are not expected to have a
material adverse effect on the financial position of the Company and its
subsidiaries.
NOTE 9: UNDIVIDED PROFITS
The subsidiary banks are subject to a legal limitation on dividends that
can be paid to the parent company without prior approval of the applicable
regulatory agencies. The approval of the Comptroller of the Currency is
required, if the total of all dividends declared by a national bank in any
calendar year exceeds the total of its net profits, as defined, for that year
combined with its retained net profits of the preceding two years. Arkansas bank
regulators have specified that the maximum dividend limit state banks may pay to
the parent company without prior approval is 75% of current year earnings plus
75% of the retained net earnings of the preceding year. At June 30, 1999, the
bank subsidiaries had approximately $7 million available for payment of
dividends to the Company without prior approval of the regulatory agencies.
The Federal Reserve Board's risk-based capital guidelines include the
definitions for (1) a well-capitalized institution, (2) an
adequately-capitalized institution, and (3) an undercapitalized institution. The
criteria for a well-capitalized institution are: a 5% "Tier l leverage capital"
ratio, a 6% "Tier 1 risk-based capital" ratio, and a 10% "total risk-based
capital" ratio. As of June 30, 1999, each of the seven subsidiary banks met the
capital standards for a well-capitalized institution. The Company's "total
risk-based capital" ratio was 14.63% at June 30, 1999.
<PAGE>
NOTE 10: STOCK OPTIONS AND RESTRICTED STOCK
As of June 30, 1999, 295,600 shares of common stock of the Company had been
granted through an employee stock option incentive plan. There were 152,120
exercisable options at the end of the second quarter of 1999. Sixty-eight
thousand nine hundred shares have been issued upon exercise of options. As of
June 30, 1999, nine thousand shares of common stock of the Company had been
granted and issued as Bonus Shares of restricted stock.
NOTE 11: ADDITIONAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Six Months Ended
June 30,
(In thousands) 1999 1998
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Interest paid $ 27,206 $ 28,273
Income taxes
paid $ 3,981 $ 3,329
</TABLE>
Approximately, $9,000,000 of investment securities previously classified as
held-to-maturity was reclassified as available-for-sale during the second
quarter of 1999. This was the result the Company merging the Bank of Lincoln
into Simmons First Bank of Northwest Arkansas during the second quarter of 1999.
NOTE 12: CERTAIN TRANSACTIONS
From time to time the Company and its subsidiaries have made loans and
other extensions of credit to directors, officers, their associates and members
of their immediate families, and from time to time directors, officers and their
associates and members of their immediate families have placed deposits with the
Company's subsidiary banks. Such loans, other extensions of credit and deposits
were made in the ordinary course of business, on substantially the same terms
(including interest rates and collateral) as those prevailing at the time for
comparable transactions with other persons and did not involve more than normal
risk of collectibility or present other unfavorable features.
<PAGE>
NOTE 13: COMMITMENTS AND CREDIT RISK
The seven affiliate banks of the Company grant agribusiness, commercial,
consumer, and residential loans to their customers. Included in the Company's
diversified loan portfolio is unsecured debt in the form of credit card
receivables that comprised approximately 15.5% and 17.1% of the portfolio, as of
June 30, 1999 and December 31, 1998, respectively.
Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since a portion of the commitments may expire
without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. Each customer's creditworthiness is
evaluated on a case-by-case basis. The amount of collateral obtained, if deemed
necessary, is based on management's credit evaluation of the counterparty.
Collateral held varies, but may include accounts receivable, inventory,
property, plant and equipment, commercial real estate, and residential real
estate.
At June 30, 1999, the Company had outstanding commitments to extend credit
aggregating approximately $162,972,000 and $100,100,000 for credit card
commitments and other loan commitments, respectively. At December 31, 1998, the
Company had outstanding commitments to extend credit aggregating approximately
$152,946,000 and $100,397,000 for credit card commitments and other loan
commitments, respectively.
Letters of credit are conditional commitments issued by the bank
subsidiaries of the Company, to guarantee the performance of a customer to a
third party. Those guarantees are primarily issued to support public and private
borrowing arrangements, including commercial paper, bond financing, and similar
transactions. The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loans to customers. The
Company had total outstanding letters of credit amounting to $6,212,000 and
$5,953,000 at June 30, 1999 and December 31, 1998, respectively, with terms
ranging from 90 days to one year.
NOTE 14: SUBSEQUENT EVENT
On July 9, 1999, the Company acquired all the common stock of NBC Bank
Corp. in exchange for 784,887 shares of the Company's common stock. NBC Bank
Corp. owned National Bank of Commerce, El Dorado, Arkansas with assets of $155
million, as of July 9, 1999. The Company changed the name of National Bank of
Commerce to Simmons First Bank of El Dorado, N.A. The Company will operate
Simmons First Bank of El Dorado, N.A. as a separate community bank with the same
board of directors, management and staff. This acquisition will be accounted for
as a pooling-of-interests.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net income for the quarter ended June 30, 1999, was $4,081,000, compared to
net income of $3,822,000 for the same period in 1998. This represents a
$259,000, or 6.8% increase in the 1999 earnings over 1998. Diluted earnings per
share increased 5.1% to $0.62 in the second quarter of 1999 from $0.59 in the
same period of 1998. The Company's return on average assets and return on
average stockholder's equity for the three-month period ended June 30, 1999 was
1.08% and 11.48%, compared to 1.02% and 11.80%, respectively, for the same
period in 1998. All financial information has been restated for the mergers with
American Bancshares of Arkansas, Inc. ("ABA") and Lincoln Bankshares, Inc.
("LBI").
Operating earnings (net income excluding merger-related expenses) for the
six-month period ended June 30, 1999, were $7,753,000, or an increase of
$689,000 over the June 30, 1998 earnings of $7,064,000. Diluted operating
earnings per share increased 9.3% to $1.18 for the six-month period ended June
30, 1999 from $1.08 in the same period of 1998. Operating return on average
assets and operating return on average stockholders' equity for the six-month
period ended June 30, 1999, was 1.02% and 10.99%, compared to 0.95% and 11.06%,
respectively, for the same period in 1998. In connection with the merger of
Lincoln Bankshares, Inc, during the first quarter 1999 merger-related expenses
totaled $395,000, or $0.06 per share after tax.
Diluted cash operating earnings (net income excluding amortization of
intangibles and merger-related expenses) for the second quarter of 1999 were
$0.68 per share compared with $0.64 for the second quarter of 1998, reflecting a
6.3% increase. Year-to-date diluted cash operating earnings on a per share basis
as of June 30, 1999 were $1.30 compared to $1.20 at June 30, 1998, reflecting a
8.3% increase. Cash operating return on average assets was 1.15% and cash
operating return on average stockholders' equity was 12.30% for the six-month
period ended June 30, 1999, compared with 1.08% and 12.35%, respectively, for
the same period in 1998.
Net interest income, the difference between interest income and interest
expense, for the three-month period ended June 30, 1999, increased $1,490,000,
or 11.1%, when compared to the same period in 1998. During the second quarter,
interest income decreased $76,000, or 0.3%, while interest expense decreased
$1,566,000, or 11.1%, when compared to the same period in 1998. For the
six-months ended June 30, 1999 and 1998, net interest income was $29,246,000 and
$26,699,000, respectively. This represents an increase of $2,547,000, or 9.5%.
Year-to-date interest income for the six-month periods ended June 30, 1999 and
1998 was up $183,000, to $55,186,000, over the $55,003,000 reported as for June
30, 1998, which signifies a 0.3% increase. Year-to-date interest expense at June
30, 1999 and 1998, was $25,940,000 and $28,304,000, respectively, which equates
to a 8.4% decrease. These figures reflect growth in the loan portfolio (June 30,
1998 to June 30, 1999) and an increase in fees on loans offset by a decline in
interest rates from 1998 to 1999.
<PAGE>
The provision for loan losses for the second quarter of 1999 was
$1,691,000, compared to $3,843,000 for the same period of 1998, resulting in a
$2,152,000 or 56.0%, decrease. For the six months ended June 30, 1999 and 1998,
the provision was $3,293,000 and $5,111,000, respectively, resulting in a 35.6%
decrease. The decrease from 1998 to 1999 is attributable to an abnormally high
provision during the second quarter of 1998. The provision in the second quarter
of 1998 was increased as a result of growth in loans, increased indirect
lending, unfavorable weather conditions during the crop production period,
general market conditions in the agriculture industry and an increased level of
consumer bankruptcies.
Non-interest income for the second quarter ended June 30, 1999, was
$6,448,000, a 42.4% decrease over the $11,195,000 reported for the same period
in 1998. For the six-months ended June 30, 1999, non-interest income was
$12,817,000, a 31.0% decrease from the $18,562,000 reported for the same period
in 1998. These decreases are primarily due to the sale of the Company's
mortgage servicing portfolio on June 30, 1998. Total recurring non-interest
income for the six-month period ended June 30, 1999 was up 1.5% when compared
with the same period in 1998.
During the three months ended June 30, 1999, non-interest expense decreased
$1,460,000, or 9.5%, over the same period in 1998. Year-to-date non-interest
expense was $28,217,000 at June 30, 1999, compared to $30,129,000, for the same
period ended June 30, 1998. These decreases reflect the sale of the Company's
mortgage servicing portfolio and $500,000 of Year 2000 expenses during 1998
offset by the normal increase in the cost of doing business and merger-related
expenses during 1999.
On June 30, 1998, Simmons First National Bank sold its residential
mortgage-servicing portfolio resulting in a $3.3 million gain. The portfolio
consisted of approximately $1.2 billion in residential mortgage loans. The
portfolio sale will not have a material impact on future earnings of the
Company.
FINANCIAL CONDITION
Total assets for the Company at June 30, 1999, were $1.496 billion, a
decrease of $44 million, or 2.9%, over the same figure at December 31, 1998.
Deposits at June 30, 1999, totaled $1.227 billion, a decrease of $30 million, or
2.4% from the same figure at December 31, 1998. Stockholders' equity at the end
of the second quarter was $141,943,000, an increase of $4,909,000, or 3.6%, from
the December 31, 1998 figure.
Asset quality remains strong with the allowance for loan losses as a
percent of total loans at 1.68% as of June 30, 1999, compared to 1.64% at
December 31, 1998. As of June 30, 1999, non-performing loans equaled 0.98% of
total loans, while the allowance for loan losses equaled 171.03% of
non-performing loans.
Generally speaking, the Company's banking subsidiaries rely upon net
inflows of cash from financing activities, supplemented by net inflows of cash
from operating activities, to provide cash used in their investing activities.
As is typical of most banking companies, significant financing activities
include: deposit gathering; use of short-term borrowing facilities, such as
federal funds purchased and repurchase agreements; and the issuance of long-term
debt. The banks' primary investing activities include loan originations and
purchases of investment securities, offset by loan payoffs and investment
maturities.
<PAGE>
Liquidity represents an institution's ability to provide funds to satisfy
demands from depositors and borrowers, by either converting assets into cash or
accessing new or existing sources of incremental funds. It is a major
responsibility of management to maximize net interest income within prudent
liquidity constraints. Internal corporate guidelines have been established to
measure liquid assets as well as relevant ratios concerning earning asset levels
and purchased funds. Each bank subsidiary is also required to monitor these same
indicators and report regularly to its own senior management and board of
directors. At June 30, 1999, each bank was within established guidelines and
total corporate liquidity was strong. At June 30, 1999, cash and due from banks,
securities available for sale and held in trading accounts, federal funds sold
and securities purchased under agreements for resell, and mortgage loans held
for sale were 19.5% of total assets.
ACQUISITIONS
In December 1998, the Company and ABA merged in a pooling-of-interests
transaction. Stockholders of ABA received 464,885 shares of Simmons First
National Corporation stock in exchange for ABA shares in the transaction. ABA
owned American State Bank ("ASB"), Charleston, Arkansas with assets, as of
December 31, 1998, of $90 million. The Company merged ASB into Simmons First
National Bank during the first quarter of 1999.
On January 15, 1999, the Company and LBI merged in a pooling-of-interests
transaction, except for the acquisition of the minority shares (17.9%) of the
Bank of Lincoln, which were accounted for on a purchase accounting basis.
Stockholders of LBI received 301,823 shares of Simmons First National
Corporation stock in exchange for LBI shares in the transaction. LBI owned the
Bank of Lincoln ("BOL"), Lincoln, Arkansas with assets, as of January 15, 1999,
of $75 million. The Company merged BOL into Simmons First Bank of Northwest
Arkansas during the second quarter of 1999.
On July 9, 1999, the Company acquired all the common stock of NBC Bank
Corp. in exchange for 784,887 shares of the Company's common stock. NBC Bank
Corp. owned National Bank of Commerce, El Dorado, Arkansas with assets of $155
million, as of July 9, 1999. The Company changed the name of National Bank of
Commerce to Simmons First Bank of El Dorado, N.A. The Company will operate
Simmons First Bank of El Dorado, N.A. as a separate community bank with the same
board of directors, management and staff. This acquisition will be accounted for
as a pooling-of-interests.
<PAGE>
IMPACT OF THE YEAR 2000 ISSUE
General
The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Many computer
systems, software, and embedded computer chips may be unable to distinguish
between 1900 and 2000. If not corrected, this problem could create system errors
and failure resulting in the disruption of normal business operations.
In 1996, as part of its strategic plan to provide quality customer service,
introduce new products, and improve operating efficiencies, the Company began
converting all of its core banking related software and hardware systems to
state-of-the-art technology. These conversions were completed in 1998. As a
byproduct of this effort, the Year 2000 issue was addressed.
State of Readiness
The Company has identified the following key phases for addressing the Year
2000 issues: analysis, testing, remediation and implementation. The Company
completed the Year 2000 analysis by identification of mission critical systems,
vendors, large borrowers and large depositors requiring assessment and testing.
The Company utilized both internal and external resources to test its software
systems for Year 2000 compliance. At March 31, 1999, the Company's internal
missions critical testing was complete. The testing with vendors, payment system
providers and third party suppliers was substantially complete by June 30, 1999.
The replacement of non-compliant systems is complete. During the remainder of
1999, the Company will ensure that new systems or subsequent changes to
certified systems are compliant with Year 2000 requirements. The Company has
substantially completed all phases, in accordance with guidelines established by
the Federal Financial Institutions Examination Council (FFIEC).
Costs
During the six-month period ended June 30, 1999, the Company had no
significant expenses related to the Year 2000 issue. The Company is utilizing
internal personnel to complete all work associated with the Year 2000 project.
Therefore, management believes completion of the Year 2000 modifications and
subsequent testing will not have a material effect on the Company's future
consolidated results of operations or financial position.
<PAGE>
Risks
Although the Company's Year 2000 readiness is directed at reducing its
exposure, there can be no assurance that these efforts will fully mitigate the
effect of Year 2000 issues. In the event the Company fails to identify or
correct a material Year 2000 problem, there could be disruptions in normal
business operations, which could have a material adverse effect on the Company's
results of operations, liquidity or financial condition. Additionally, the
Company is subject to credit risk to the extent borrowers fail to adequately
address Year 2000 issues and to liquidity risk to the extent of deposit
withdrawals and to the extent its lenders are unable to provide the Company with
funds due to Year 2000 issues. Although it is not possible to quantify the
potential impact of these risks at this time, in future years, there may be
increases in problem loans, credit losses, and liquidity problems, as well as
the risk of litigation and potential losses from litigation related to the
foregoing.
Contingency Plans
The Company has existing disaster recovery plans that address its response
to disruptions to business due to natural disasters, civil unrest, utility
outages or other occurrences. The Company has modified the disaster recovery
plans to specifically address Year 2000 issues. The Company completed these
contingency plans during the second quarter of 1999. As of June 30, 1999, the
contingency plans have been tested and validated.
<PAGE>
REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BAIRD, KURTZ & DOBSON
Certified Public Accountants
200 East Eleventh
Pine Bluff, Arkansas
Board of Directors
Simmons First National Bank
Pine Bluff, Arkansas
We have made a review of the accompanying consolidated condensed financial
statements, appearing on pages 3 to 17 of the accompanying Form 10-Q, of SIMMONS
FIRST NATIONAL CORPORATION and consolidated subsidiaries as of June 30, 1999 and
for the three-months and six-months ended June 30, 1999 and 1998, in accordance
with standards established by the American Institute of Certified Public
Accountants.
A review of interim financial information consists principally of obtaining
an understanding of the system for the preparation of interim financial
information, applying analytical review procedures to financial data, and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an examination in accordance with generally
accepted auditing standards, the objective which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed financial statements referred to above for them
to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1998, and the
related consolidated statements of income, cash flows and changes in
stockholders' equity for the year then ended (not presented herein), and in our
report dated February 2, 1999, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of December 31, 1998,
is fairly stated in all material respects in relation to the consolidated
balance sheet from which it has been derived.
/s/ Baird, Kurtz & Dobson
BAIRD, KURTZ & DOBSON
Pine Bluff, Arkansas
August 5, 1999
<PAGE>
Part II: Other Information
Item 2. Changes in Securities.
Recent Sales of Unregistered Securities. The following transactions are
sales of unregistered shares of Class A Common Stock of the registrant which
were issued to executive and senior management officers upon the exercise of
rights granted under either the Simmons First National Corporation Incentive and
Non-qualified Stock Option Plan or the Simmons First National Corporation
Executive Stock Incentive Plan. No underwriters were involved and no
underwriter's discount or commissions were involved. Exemption from registration
is claimed under Section 4(2) of the Securities Act of 1933 as private
placements. Unless noted otherwise, the registrant received cash as the
consideration for the transaction.
<TABLE>
<CAPTION>
Number
Identity(1) Date of Sale of Shares Price(2) Type of Transaction
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 Officer May, 1999 3,000 1.0000 Bonus Stock Plan
1 Officer May, 1999 1,500 6.6667 Incentive Stock Option
1 Officer May, 1999 600 25.6667 Incentive Stock Option
1 Officer June, 1999 1,200 20.5000 Incentive Stock Option
<FN>
Notes:
1. The transactions are grouped to show sales of stock based upon exercises of
rights by officers of the registrant or its subsidiaries under the stock
plans which occurred at the same price during a calendar month.
2. The per share price paid for shares issued under the Bonus Stock under the
Simmons First National Corporation Executive Stock Incentive Plan is set in
the plan to be the par value of the Class A common stock, $1.00. The per
share price paid for incentive stock options represents the fair market
value of the stock as determined under the terms of the Plan on the date
the incentive stock option was granted to the officer.
</FN>
</TABLE>
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The annual shareholders meeting of the Company was held on April 27,
1999. The matters submitted to the security holders for approval included
setting the number of directors at nine (9) and the election of directors.
(b) At the annual meeting, all nine (9) incumbent directors were re-elected
by proxies solicited pursuant to Section 14 of the Securities Exchange Act of
1934, without any solicitation in opposition thereto.
<PAGE>
The following table shows the required analysis of the voting by security
holders at the annual meeting:
<TABLE>
<CAPTION>
Voting of Shares
Broker
Action For Against Abstain Non-Votes
<S> <C> <C> <C> <C>
Set Number of
Directors
at Nine (9) 5,172,683 2,235 8,513 384,007
Director Election:
Ayres 5,179,873 3,298 384,007
Floriani 5,179,873 3,298 384,007
Hutt 5,179,873 3,298 384,007
Makris 5,179,873 3,298 384,007
May 5,179,873 3,298 384,007
Perdue 5,179,314 3,298 384,007
Ryburn 5,179,873 3,298 384,007
Stone 5,179,873 3,298 384,007
Trotter 5,176,544 3,298 384,007
</TABLE>
Item 6. Reports on Form 8-K
The registrant filed Form 8-K on May 21, 1999. The report contained
exhibits for the corrected financial data schedule for the period ended March
31, 1999 and restated financial data schedules for December 31, 1998, September
30, 1998, June 30, 1998, March 31, 1998, December 31, 1997, September 30, 1997,
June 30, 1997, March 31, 1997 and December 31, 1996.
<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.
SIMMONS FIRST NATIONAL CORPORATION
---------------------------------------
(Registrant)
Date: August 5, 1999 /s/ J. Thomas May
-------------------- ---------------------------------------
J. Thomas May, Chairman,
President and Chief Executive Officer
Date: August 5, 1999 /s/ Barry L. Crow
-------------------- ----------------------------------------
Barry L. Crow, Executive Vice President
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 49,715
<INT-BEARING-DEPOSITS> 6,982
<FED-FUNDS-SOLD> 11,150
<TRADING-ASSETS> 10,529
<INVESTMENTS-HELD-FOR-SALE> 203,970
<INVESTMENTS-CARRYING> 150,335
<INVESTMENTS-MARKET> 150,434
<LOANS> 973,618
<ALLOWANCE> 16,337
<TOTAL-ASSETS> 1,495,773
<DEPOSITS> 1,227,397
<SHORT-TERM> 5,714
<LIABILITIES-OTHER> 70,936
<LONG-TERM> 49,783
0
0
<COMMON> 6,527
<OTHER-SE> 135,416
<TOTAL-LIABILITIES-AND-EQUITY> 1,495,773
<INTEREST-LOAN> 43,068
<INTEREST-INVEST> 9,972
<INTEREST-OTHER> 2,146
<INTEREST-TOTAL> 55,186
<INTEREST-DEPOSIT> 22,638
<INTEREST-EXPENSE> 25,940
<INTEREST-INCOME-NET> 29,246
<LOAN-LOSSES> 3,296
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 28,217
<INCOME-PRETAX> 10,553
<INCOME-PRE-EXTRAORDINARY> 7,358
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,358
<EPS-BASIC> 1.13
<EPS-DILUTED> 1.12
<YIELD-ACTUAL> 0
<LOANS-NON> 6,376
<LOANS-PAST> 3,176
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 15,918
<CHARGE-OFFS> 3,395
<RECOVERIES> 521
<ALLOWANCE-CLOSE> 16,337
<ALLOWANCE-DOMESTIC> 16,337
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
