UNITED STATES
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 quarter ended: MARCH 31, 1997
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: 0-22240
FIRST SOUTHEAST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 57-0979678
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 N. MAIN STREET, ANDERSON, SOUTH CAROLINA 29621
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (864) 224-3401
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. [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 the latest practicable date.
COMMON STOCK,
PAR VALUE $.01 PER SHARE 4,388,231 SHARES MAY 12, 1997
(Class) (Outstanding) (As of date)
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FIRST SOUTHEAST FINANCIAL CORPORATION AND SUBSIDIARY
FORM 10-Q
MARCH 31, 1997
TABLE OF CONTENTS
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets as of June 30, 1996 and
March 31, 1997 1
Consolidated Statements of Income for the three months
and nine months ended March 31, 1996 and 1997 2
Consolidated Statements of Stockholders' Equity 3
Consolidated Statements of Cash Flows for the nine
months ended March 31, 1996 and 1997 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 10
<PAGE>
FIRST SOUTHEAST FINANCIAL CORPORATION AND SUBSIDIARY
Consolidated Balance Sheets
(unaudited)
(in thousands, except share data)
June 30, Mar. 31,
1996 1997
Assets
Cash and due from banks $ 3,865 $ 3,648
Interest-earning deposits 9,458 3,793
Investment securities:
Held to maturity (market value of $22,917 and $15,551) 23,674 16,190
Available for sale (cost of $27,218 and $24,588) 27,316 24,597
Loans receivable, net 238,337 261,062
Mortgage-backed securities:
Held to maturity (market value of $11,217 and $9,750) 11,508 9,937
Available for sale (cost of $6,155 and $5,225) 6,090 5,170
Office properties and equipment, net 4,381 4,176
Real estate 791 839
Federal Home Loan Bank stock 2,691 2,691
Interest receivable 2,294 2,243
Other 1,447 405
Total assets $ 331,852 $ 334,751
Liabilities
Deposits $ 288,217 $ 282,800
Securities sold under agreements to repurchase 5,000 15,000
Advance payments by borrowers for taxes and insurance 1,436 998
Accrued expenses and other liabilities 3,331 1,339
Income taxes payable 365 375
Total liabilities 298,349 300,512
Stockholders' Equity
Preferred stock ($.01 par value, 2,000,000 shares
authorized; none outstanding) - -
Common stock ($.01 par value, 8,000,000 shares authorized;
4,388,231 shares issued and outstanding) 44 44
Paid-in capital 19,137 19,137
Retained earnings, substantially restricted 14,300 15,089
Unrealized net gain (loss) on securities available for sale 22 (31)
Total stockholders' equity 33,503 34,239
Total liabilities and stockholders' equity $ 331,852 $ 334,751
The accompanying notes are an integral part of these
consolidated financial statements.
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<TABLE>
FIRST SOUTHEAST FINANCIAL CORPORATION AND SUBSIDIARY
Consolidated Statements of Income
(unaudited) (in thousands, except share data)
Three Months Ended Nine Months Ended
March 31, March 31,
1996 1997 1996 1997
Interest income:
<S> <C> <C> <C> <C>
Mortgage loans $ 4,104 $ 4,559 $ 12,080 $ 13,435
Mortgage-backed securities 358 264 919 832
Other loans 530 604 1,599 1,731
Investments 1,193 702 3,722 2,195
Deposits with other banks 257 103 995 370
Total interest income 6,442 6,232 19,315 18,563
Interest expense:
Deposits 3,539 3,343 10,732 10,207
Borrowings 34 229 104 577
Total interest expense 3,573 3,572 10,836 10,784
Net interest income 2,869 2,660 8,479 7,779
Provision for loan losses 45 45 135 135
Net interest income after provision for loan losses 2,824 2,615 8,344 7,644
Non-interest income:
Fees and servicing charges 153 165 450 494
Income from rental of real estate acquired
for development or rental 26 19 61 62
Other 72 113 228 345
Total non-interest income 251 297 739 901
Non-interest expenses:
Compensation and employee benefits 1,120 924 3,553 2,714
Occupancy expense 256 230 736 696
Deposit insurance premiums 162 45 479 2,127
Other 271 275 817 820
Total non-interest expenses 1,809 1,474 5,585 6,357
Income before income taxes 1,266 1,438 3,498 2,188
Income tax expense 446 539 1,195 785
Net income $ 820 $ 899 $ 2,303 $ 1,403
Weighted average common equivalent shares outstanding 4,007,639 4,388,231 3,991,060 4,388,231
Earnings per share $ 0.21 $ 0.21 $ 0.58 $ 0.32
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
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<TABLE>
FIRST SOUTHEAST FINANCIAL CORPORATION AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
(unaudited)
(in thousands, except share data)
Common Paid-in Retained Unrealized Treasury Unearned Compensation
Stock Capital Earnings Gain(loss) Stock ESOP MRPs Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1995 $ 43 $ 42,106 $ 32,772 $ 158) $(2,920) $ (2,662) $ (257) $ 68,924
Net income - - 939 - - - - 939
Cash dividends ($10.48 per share) - (23,738) (19,411) - - 185 - (42,964)
Unrealized gains on securities, net - - - 180 - - - 180
Issuance of common stock (61,831 shares) 1 617 - - - - - 618
Issuance of treasury stock (229,785 shares) - (622) - - 2,920 - - 2,298
Tax benefit of stock options exercised - 505 - - - - - 505
ESOP and MRPs compensation earned - 269 - - - 2,477 257 3,003
Balance at June 30, 1996 44 19,137 14,300 22 - - - 33,503
Net income - - 1,403 - - - - 1,403
Cash dividends ($0.14 per share) - - (614) - - - - (614)
Unrealized losses on securities, net - - - (53) - - - (53)
Balance at March 31, 1997 $ 44 $ 19,137 $ 15,089 $ (31) $ - $ - $ - $ 34,239
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
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<PAGE>
FIRST SOUTHEAST FINANCIAL CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
Nine Months Ended
March 31,
1996 1997
Net cash provided by operating activities $ 2,702 $ 713
Investing activities:
Net decrease (increase)in insured certificates of deposit (101) 5,480
Purchase of investment securities held to maturity (12,995) (995)
Maturities of investment securities held to maturity 6,200 3,000
Purchase of investment securities available for sale (9,409) (9,981)
Maturities of investment securities available for sale 17,837 12,613
Proceeds from sale of real estate 38 30
Origination of loans (47,709) (55,344)
Principal payments on loans 34,902 34,357
Purchase of loans (3,429) (1,550)
Proceeds from sale of loans 387 -
Purchase of mortgage-backed securities (12,232) -
Principal payments on mortgage-backed securities 3,063 2,399
Purchase of office properties and equipment (42) (68)
Net cash used by investing activities (23,490) (10,059)
Financing activities:
Net increase (decrease) in deposits 6,219 (5,425)
Increase in securities sold under agreements to repurchase - 10,000
Decrease in advance payments by borrowers for taxes and
insurance (512) (438)
Decrease (increase) in mortgage servicing payments 202 (59)
Proceeds from exercise of stock options 40 -
Cash dividend paid on common stock (1,384) (614)
Net cash provided by financing activities 4,565 3,464
Decrease in cash and cash equivalents (16,223) (5,882)
Cash and cash equivalents at beginning of period 22,335 13,323
Cash and cash equivalents at end of period $ 6,112 $ 7,441
Noncash transactions:
Real estate acquired in satisfaction of mortgage loans $ 93 $ 149
Loan loss reserve charge-offs 42 51
Reclassification of investment securities to securities
available for sale 52,550 -
The accompanying notes are an integral part of these
consolidated financial statements.
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<PAGE>
FIRST SOUTHEAST FINANCIAL CORPORATION AND SUBSIDIARY
Notes to Consolidated Financial Statements
June 30, 1996 and March 31, 1997
1. General. On October 7, 1993, First Southeast Financial Corporation (the
"Company"), a Delaware corporation, became the holding company for First Federal
Savings and Loan Association of Anderson (the "Association"). Both companies
are headquartered in Anderson, South Carolina. The Company is engaged primarily
in the business of directing, planning and coordinating the business activities
of the Association.
The unaudited consolidated financial statements of the Company included herein
reflect all adjustments which are, in the opinion of management, necessary to
present a fair statement of the results for the interim periods presented. All
such adjustments are of a normal recurring nature. Certain information and note
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted pursuant to the
rules and regulations of the Securities and Exchange Commission.
It is suggested that these unaudited consolidated financial statements be read
in conjunction with the audited consolidated financial statements and notes
thereto for the Company for the year ended June 30, 1996. The results of
operations for the three-month and nine-month periods ended March 31, 1997 are
not indicative of the results of operations for the entire fiscal year.
2. Investment Securities. The carrying and estimated market values of securities
are summarized as follows:
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Values
Held to maturity:
At June 30, 1996:
US Government and agency securities $17,995 $ 3 $ (760) $17,238
Insured certificates of deposit 5,679 - - 5,679
Total $23,674 $ 3 $ (760) $22,917
At March 31, 1997:
US Government and agency securities $15,991 $ - $ (639) $15,352
Insured certificates of deposit 199 - - 199
Total $16,190 $ - $ (639) $15,551
Available for sale:
At June 30, 1996:
US Government and agency securities $27,218 $ 110 $ (12) $27,316
At March 31, 1997:
US Government and agency securities $24,588 $ 75 $ (66) $24,597
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<PAGE>
FIRST SOUTHEAST FINANCIAL CORPORATION AND SUBSIDIARY
PART I - FINANCIAL INFORMATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General. The following discussion and analysis is intended to assist in
understanding the financial condition and the results of operations of the
Company. References to the "Company" include First Southeast Financial
Corporation and/or First Federal Savings and Loan Association of Anderson, as
appropriate.
Recent Developments. The Association is a member of the Savings Association
Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation ("FDIC").
On September 30, 1996, President Clinton signed into law the Deposit Insurance
Funds Act of 1996 directing the FDIC to impose a special assessment on SAIF
assessable deposits to recapitalize the SAIF. Included in the results of
operations for the nine months ended March 31, 1997, was a charge of $1.8
million ($1.1 net of taxes) for the Association's portion of the special
assessment. In addition, this Act established a new SAIF premium schedule,
which provided for a substantial reduction in the Company's deposit insurance
premuim expense beginning in the quarter ended December 31, 1996.
Financial Condition. The Company's total assets increased by $2.9 million from
June 30, 1996 to March 31, 1997. A $23 million increase in loans receivable was
funded primarily from maturing investment securities and from interest-earning
deposits. As of March 31, 1997, nonperforming loans amounted to $278,000, or
0.1% of total loans.
Results of Operations. The operating results of the Company depend primarily on
its net interest income, which is the difference between interest income on
interest-earning assets, primarily loans and investments, and interest expense
on interest-bearing liabilities, primarily deposits. The Company's net income
is also affected by the establishment of provisions for loan losses, the level
of its non-interest income and expenses and income tax provisions.
Comparison of Operating Results for the Three Months Ended March 31, 1996 and
1997
General. Net income increased by $79,000 from $820,000 for the three months
ended March 31, 1996 to $899,000 for the same period in 1997. This increase was
primarily attributable to decreases in compensation costs and deposit insurance
premuim expense which were partially offset by a decrease in net interest
income.
Net Interest Income. Net interest income decreased by $209,000 from $2.9
million during the three months ended March 31, 1996 to $2.7 million for the
same period in 1997 as a result of decreased interest income.
Interest Income. Interest income decreased by $210,000 from $6.4 million during
the three months ended March 31, 1996 to $6.2 million for the same period in
1997. This decrease was the net effect of decreased interest on investments and
interest-earning deposits which was partially offset by increased interest
earned on mortgage loans.
Interest on mortgage loans increased by $455,000 primarily as a result of
increased outstanding balances. The average net mortgage loans receivable
increased by $31 million from $198 million during the three months ended March
31, 1996 to $229 million for the same period in 1997. However, the average
yield on mortgage loans decreased by 34 basis points from 8.29% for the three
months ended March 31, 1996 to 7.95% for the same period in 1997.
- -6-
<PAGE>
Interest on investments and interest-earning deposits decreased by $645,000
primarily as a result the loss of earnings in 1997 from the interest-earning
assets used to pay the Company's special $10 per share cash dividend in June
1996. In addition, funds from maturing investment securities were used to fund
the increase in mortgage loans outstanding.
Interest Expense. Total interest expense decreased a net of $1,000 for the
three months ended March 31, 1997 when compared to the same period in 1996.
Interest on deposits decreased by $196,000 as the average rate paid on deposits
decreased by 29 basis points from 5.05% to 4.76%. This decrease was offset by
$195,000 of additional interest cost due to an increased average balance of
borrowed funds from $1.6 million during the three months ended March 31, 1996 to
$14.4 million for the same period in 1997. The additional borrowings were used
to fund the acquisition of investment securities.
Provision for Loan Losses. The provision for loan losses remained unchanged at
$45,000. Provisions are made based on management's analysis of the various
factors which affect the loan portfolio and management's desire to maintain the
allowance at a level considered adequate to provide for potential losses. The
allowance for loan losses was $1 million at March 31, 1996 and $1.3 million at
March 31, 1997, representing 206% and 472% of total nonperforming loans,
respectively.
Non-interest Expenses. Non-interest expenses decreased by $335,000 primarily
due to reduced compensation costs and deposit insurance premium expense in 1997
when compared to 1996. Compensation costs decreased by $196,000 from 1996 due
to the cost of the Company's employee stock ownership plan ("ESOP") which was
fully recognized by June 30, 1996. Charges to income for the ESOP during the
quarter ended March 31, 1996 were $189,000. Expenses for the Company's deposit
insurance premuims decreased by $117,000 from $162,000 for the three months
ended March 31, 1996 to $45,000 for the same period in 1997 due to the revised
SAIF premuim schedule.
Comparison of Operating Results for the Nine Months Ended March 31, 1996 and
1997
General. Net income decreased $900,000 from $2.3 million for the nine months
ended March 31, 1996 to $1.4 million for the same period in 1997. The primary
component of the decrease was the net charge to earnings for the $1.1 million
FDIC special assessment as previously discussed under "Recent Developments."
Net income excluding the effect of the special assessment increased by $217,000
from $2.3 million for the nine months ended March 31, 1996 to $2.5 million for
the same period in 1997. This increase was primarily attributable to decreases
in compensation costs and deposit insurance premium expense which were partially
offset by a decrease in net interest income.
Net Interest Income. Net interest income decreased by $700,000 from $8.5
million during the nine months ended March 31, 1996 to $7.8 million for the same
period in 1997 as a result of decreased interest income which was partially
offset by reduced interest expense.
- -7-
<PAGE>
Interest Income. Interest income decreased by $752,000 from $19.3 million
during the nine months ended March 31, 1996 to $18.6 million for the same period
in 1997. This decrease was the net effect of decreased interest on investments
and interest-earning deposits which was partially offset by increased interest
earned on mortgage loans .
Interest on mortgage loans increased by $1.4 million primarily as a result of
increased outstanding loan balances. The average net mortgage loans receivable
increased by $31 million from $193 million during the nine months ended March
31, 1996 to $224 million for the same period in 1997. However, the average
yield on mortgage loans decreased by 36 basis points from 8.36% for the nine
months ended March 31, 1996 to 8.00% for the same period in 1997.
Interest on investments and interest-earning deposits decreased by $2.2 million
primarily as a result the loss of earnings in 1997 from the interest-earning
assets used to pay the Company's special $10 per share cash dividend in June
1996. In addition, funds from maturing investment securities were used to fund
the increase in mortgage loans outstanding.
Interest Expense. Interest expense decreased a net of $52,000 for the nine
months ended March 31, 1997 when compared to the same period in 1996. Interest
on deposits decreased by $525,000 as the average rate paid on deposits decreased
by 27 basis points from 5.11% to 4.84%. This decreases was partially offset by
$473,000 of additional interest cost due to an increased average balance of
borrowed funds from $1.6 million during the nine months ended March 31, 1996 to
$11.5 million for the same period in 1997. The additional borrowings were used
to fund the acquisition of investment securities.
Non-interest Expenses. Non-interest expenses increased by $772,000 as a net
result of the $1.8 million FDIC special assessment which was partially offset by
reduced compensation costs in 1997 when compared to 1996. Compensation costs
decreased by $839,000 from 1996 due to the cost of the Company's stock based
compensation plans which were fully recognized by June 30, 1997. Charges to
income during the nine months ended March 31, 1996 were $582,000 for the ESOP
and $257,000 for the management recognition plans.
Liquidity and Capital Resources.
The Company's primary sources of funds are deposits and proceeds from principal
and interest payments on loans and investment securities. While maturities and
scheduled amortization of loans and investment securities are a predictable
source of funds, deposit flows and mortgage prepayments are greatly influenced
by general interest rates, economic conditions and competition.
The Company's primary investing activity is loan originations. During the nine
months ended March 31, 1996 and 1997, the Company originated loans of $48
million and $55 million, respectively. Other investing activities during the
nine months ended March 31, 1996 and 1997 included the purchases of investment
and mortgage-backed securities of $34 million and $11 million, respectively.
These activities were funded primarily from interest-earning deposits, from
maturities of other investment securities and from proceeds of securities sold
under agreements to repurchase.
The Company maintains liquidity levels adequate to fund loan commitments,
investment opportunities, deposit withdrawals and other financial commitments.
During the nine months ended March 31, 1996 and 1997, the Company used funds
primarily for loan commitments and investment purchases. At March 31, 1997, the
Company had $3 million of approved mortgage loan commitments, $6 million of
undisbursed construction loans proceeds and $7 million of undisbursed consumer
line of credit commitments.
- -8-
<PAGE>
At March 31, 1997, there were no material commitments for capital expenditures.
At March 31, 1997, savings certificates amounted to $220 million, or 78% of the
Company's total deposits, of which $46 million were scheduled to mature by June
30, 1997. Historically, the Company has been able to retain a significant
amount of its deposits as they mature. Management of the Company believes it
has adequate resources to fund all loan commitments from savings deposits and
short- and long-term borrowings and that it can adjust the offering rates of
savings certificates to retain deposits in changing interest rate environments.
The Office of Thrift Supervision ("OTS") requires a savings institution to
maintain an average daily balance of liquid assets (cash and eligible
investments) equal to at least 5% of the average daily balance of its net
withdrawable deposits and short-term borrowings. In addition, short-term liquid
assets must constitute 1% of the sum of net withdrawable deposit accounts plus
short-term borrowings. The Company's average liquidity ratios were 33% and 10%
for the nine-month periods ended March 31, 1996 and 1997, respectively. The
Company's actual short-term and total liquidity ratios were 12% and 18% at March
31, 1996 and 6% and 7% at March 31, 1997, respectively. The Company has
consistently maintained liquidity levels in excess of regulatory requirements as
a strategy for asset and liability management.
OTS regulations require savings institutions to maintain minimum capital levels.
The following table presents the Association's regulatory levels relative to its
regulatory capital requirements at March 31, 1997:
Percent of
Amount Adjusted
(in thousands) Total Assets
Tangible capital $ 33,043 9.9%
Tangible capital requirement 5,016 1.5
Excess $ 28,027 8.4%
Core capital requirement $ 33,043 9.9%
Core capital requirement 10,032 3.0
Excess $ 23,011 6.9%
Risk-based capital $ 34,349 20.8%
Risk-based capital requirement 13,236 8.0
Excess $ 21,113 12.8%
At March 31, 1997, the Association was categorized as "well capitalized" under
the Prompt Corrective Action regulations adopted by the OTS pursuant to the
Federal Deposit Insurance Corporation Improvement Act of 1991. To retain in
this rating, the Association must maintain core and risk-based capital ratios of
at least 5% and 10%
Management has no knowledge of any trends, events or uncertainties that will
have or are reasonably likely to have material effects on the liquidity, capital
resources or operations of the Company. Further, management is not aware of any
current recommendations by the regulatory authorities which, if implemented,
would have such an effect.
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<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. From time to time, the Company is a party to legal
proceedings in the ordinary course of business wherein it enforces its security
interest in mortgage loans. The Company is not a party to any pending legal
proceedings that it believes would have a material adverse effect on the
financial condition or operations of the Company.
Item 2. Changes in Securities. None.
Item 3. Defaults Upon Senior Securities. Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K. Exhibit 27 Financial Data Schedule.
No current report 8-K was filed during the quarter ended March 31, 1997.
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.
FIRST SOUTHEAST FINANCIAL CORPORATION
(Registrant)
Date: May 13, 1997 /s/ David C. Wakefield, III
David C. Wakefield, III
President and Chief Executive Officer
(Duly Authorized Representative)
Date: May 13, 1997 /s/ John L. Biediger
John L. Biediger
Executive Vice President and Treasurer
(Principal Accounting Officer)
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<PAGE>
<TABLE> <S> <C>
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> MAR-31-1997
<CASH> 3648
<INT-BEARING-DEPOSITS> 3793
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 29767
<INVESTMENTS-CARRYING> 26127
<INVESTMENTS-MARKET> 25301
<LOANS> 262373
<ALLOWANCE> 1311
<TOTAL-ASSETS> 334751
<DEPOSITS> 282800
<SHORT-TERM> 15000
<LIABILITIES-OTHER> 2712
<LONG-TERM> 0
0
0
<COMMON> 44
<OTHER-SE> 34195
<TOTAL-LIABILITIES-AND-EQUITY> 334751
<INTEREST-LOAN> 5163
<INTEREST-INVEST> 966
<INTEREST-OTHER> 103
<INTEREST-TOTAL> 6232
<INTEREST-DEPOSIT> 3343
<INTEREST-EXPENSE> 3572
<INTEREST-INCOME-NET> 2660
<LOAN-LOSSES> 45
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<EXPENSE-OTHER> 1474
<INCOME-PRETAX> 1438
<INCOME-PRE-EXTRAORDINARY> 899
<EXTRAORDINARY> 0
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<NET-INCOME> 899
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
<YIELD-ACTUAL> 7.78
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