<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30,
1995.
( ) 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 1-13508
THE COLONIAL BANCGROUP, INC.
(A DELAWARE CORPORATION)
EMPLOYER IDENTIFICATION NUMBER 63-0661573
ONE COMMERCE STREET, MONTGOMERY, ALABAMA 36104
TELEPHONE: (205) 240-5000
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
---- ----
Shares of common stock ($2.50 par value) outstanding at July
31, 1995 was 12,239,832.
<PAGE> 2
Part I, Item 1
Condensed Consolidated Financial Statements
<PAGE> 3
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CONDITION (Unaudited)
<TABLE>
<CAPTION>
June 30, December 31, June 30,
(Dollars in thousands, except per share amounts) 1995 1994* 1994*
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assets:
Cash and due from banks......................................... $139,775 $129,720 $119,123
Interest-bearing deposits in banks.............................. 3,036 1,777 9,632
Federal funds sold.............................................. - 500 21,000
Securities available for sale................................... 117,299 78,265 97,089
Investment securities........................................... 317,028 326,599 305,755
Mortgage loans held for sale.................................... 164,846 60,536 114,912
Loans, net of unearned income................................... 2,433,045 2,093,703 1,894,694
Less:
Allowance for possible loan losses............................ (35,095) (33,410) (30,602)
----------------------------------------------------------------------------------------------------------------
Loans, net...................................................... 2,397,950 2,060,293 1,864,092
Premises and equipment.......................................... 47,571 45,874 45,906
Excess of cost over tangible and identified intangible
assets acquired, net.......................................... 18,391 16,239 16,487
Purchased mortgage servicing rights............................. 67,582 54,797 36,125
Other real estate owned......................................... 9,481 8,440 11,382
Accrued interest and other assets............................... 57,122 55,303 51,499
----------------------------------------------------------------------------------------------------------------
Total........................................................... $3,340,081 $2,838,343 $2,693,002
----------------------------------------------------------------------------------------------------------------
________________________________________________________________________________________________________________
Liabilities and Shareholders' Equity:
Deposits........................................................ $2,452,008 $2,171,464 $2,142,697
FHLB short-term borrowings...................................... 430,000 210,000 123,150
Other short-term borrowings..................................... 122,650 134,550 112,485
Subordinated debt............................................... 17,458 17,458 17,458
Other long-term debt............................................ 24,428 69,043 66,473
Other liabilities............................................... 78,031 44,277 47,569
----------------------------------------------------------------------------------------------------------------
Total liabilities............................................... 3,124,575 2,646,792 2,509,832
----------------------------------------------------------------------------------------------------------------
Shareholders' equity:
Preference Stock $2.50 par value; 1,000,000 shares
authorized, none issued
Common Stock, $2.50 par value; 44,000,000 shares
authorized, 12,239,384 shares issued and outstanding at
June 30, 1995................................................ 30,598 - -
Class A Common Stock, $2.50 par value; 40,000,000 shares
authorized, 11,280,031 shares and 11,253,642 shares issued
and outstanding at December 31, 1994 and March 31, 1994,
respectively**............................................... - 28,200 28,134
Class B Common Stock, $2.50 par value; 4,000,000 shares
authorized, 635,088 shares and 636,225 shares issued and
and outstanding at December 31, 1994 and March 31, 1994,
respectively**............................................... - 1,588 1,591
Additional paid in capital...................................... 115,982 109,658 109,311
Retained earnings............................................... 68,729 55,042 45,801
Unrealized gains (losses) on securites available for sale,
net of taxes.................................................. 197 (2,937) (1,667)
----------------------------------------------------------------------------------------------------------------
Total shareholders' equity...................................... 215,506 191,551 183,170
----------------------------------------------------------------------------------------------------------------
Total........................................................... $3,340,081 $2,838,343 $2,693,002
----------------------------------------------------------------------------------------------------------------
*As restated - See Notes A and B.
**On February 21, 1995 the Class A and Class B Common Stock were reclassified into one class.
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements.
<PAGE> 4
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited)
For the Three Months Ended June 30, 1995 and 1994
<TABLE>
<CAPTION>
Six Months Ended Three Months
June 30, June 30,
-------------------------------------------------
(Dollars in thousands, except per share amounts) 1995 1994* 1995 1994*
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans.................................... $102,039 $78,191 $54,008 $40,130
Interest on investments....................................... 12,384 10,723 6,472 5,570
Other interest income......................................... 250 266 184 79
-------------------------------------------------------------------------------------------------------------------
Total interest income......................................... 114,673 89,180 60,664 45,779
-------------------------------------------------------------------------------------------------------------------
Interest Expense:
Interest on deposits.......................................... 44,304 33,093 23,802 16,494
Interest on short-term borrowings............................. 12,583 4,049 7,431 2,551
Interest on long-term debt.................................... 2,037 1,627 860 870
-------------------------------------------------------------------------------------------------------------------
Total interest expense........................................ 58,924 38,769 32,093 19,915
-------------------------------------------------------------------------------------------------------------------
Net Interest Income Before Provision for
Possible Loan Losses........................................ 55,749 50,411 28,571 25,864
Provision for possible loan losses............................ 2,165 2,896 1,098 1,448
-------------------------------------------------------------------------------------------------------------------
Net Interest Income After Provision for
Possible Loan Losses........................................ 53,584 47,515 27,473 24,416
-------------------------------------------------------------------------------------------------------------------
Noninterest Income:
Mortgage servicing and origination fees....................... 11,072 11,235 5,835 5,396
Service charges on deposit accounts........................... 6,663 6,002 3,370 3,074
Other charges, fees and commissions........................... 1,654 1,412 846 731
Securities gains, net......................................... 5 84 - 1
Other income.................................................. 4,416 3,379 3,697 1,679
-------------------------------------------------------------------------------------------------------------------
Total noninterest income...................................... 23,810 22,112 13,748 10,881
-------------------------------------------------------------------------------------------------------------------
Noninterest Expense:
Salaries and employee benefits................................ 19,091 21,127 9,496 10,664
Occupancy expense of bank premises, net....................... 4,331 4,253 2,189 2,135
Furniture and equipment expenses.............................. 4,004 3,697 2,044 1,859
Amortization of purchased servicing rights.................... 3,733 2,568 2,031 1,420
Amortization of intangible assets............................. 610 623 322 313
Other expense................................................. 16,986 16,637 9,272 8,539
-------------------------------------------------------------------------------------------------------------------
Total noninterest expense..................................... 48,755 48,905 25,354 24,930
-------------------------------------------------------------------------------------------------------------------
Income before income taxes 28,639 20,722 15,867 10,367
Applicable income taxes....................................... 10,088 7,134 5,617 3,627
-------------------------------------------------------------------------------------------------------------------
Net Income.................................................... $18,551 $13,588 $10,250 $6,740
-------------------------------------------------------------------------------------------------------------------
Earnings per share:
Primary...................................................... $1.52 $1.14 $0.83 $0.56
Fully diluted................................................ 1.47 1.11 0.80 0.55
Dividends paid: Common Stock.................................. $0.450 N/A $0.225 N/A
Class A**..................................... N/A $0.40 N/A $0.20
Class B**..................................... N/A 0.20 N/A 0.10
-------------------------------------------------------------------------------------------------------------------
N/A-not applicable
*As restated - See Notes A and B.
**On February 21, 1995 BancGroup's Class A and Class B Common Stock were reclassified
into one class of stock called Common Stock.
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements.
<PAGE> 5
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flow
(Unaudited)(In Thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1995 1994*
--------- ---------
<S> <C> <C>
Net cash (used in) provided by operating activities............... $ (48,137) $ 235,527
Cash flows from investing activities:
Proceeds from maturities of securities available
for sale....................................................... 3,889 25,147
Proceeds from sales of securities available for sale............ 25 5,356
Purchase of securities available for sale....................... (29,562) (49)
Proceeds from maturities of investment securities............... 51,217 23,950
Purchase of investment securities............................... (35,889) (64,969)
Net decrease in short-term securities........................... - 4,000
Net increase in loans........................................... (310,346) (123,914)
Cash received in bank acquisitions.............................. 5,118 -
Cash received in the purchase of assets and the assumption
of liablilities*.............................................. - 15,275
Capital expenditures............................................ (4,076) (3,778)
Proceeds from sale of other real estate owned................... 2,253 3,199
Purchase of servicing rights.................................... (13,844) (10,143)
Increase in excess servicing fees receivable - (2,293)
Other, net...................................................... (32) 20
--------- ---------
Net cash used in investing activities............................. (331,247) (128,199)
Cash flows from financing activities:
Net increase (decrease) in demand, savings, and time deposits... 234,500 (64,012)
Net increase (decrease) in federal funds purchased, repurchase
agreements and other short-term borrowings.................... 208,095 (60,332)
Proceeds from issuance of long-term debt........................ 5,834 14,805
Repayment of long-term debt..................................... (53,927) (5,671)
Proceeds from issuance of common stock.......................... 560 846
Dividends paid.................................................. (4,864) (3,708)
--------- ---------
Net cash provided by (used in) financing activities............... 390,198 (118,072)
--------- ---------
Net increase (decrease) in cash and cash equivalents.............. 10,814 (10,744)
Cash and cash equivalents at beginning of year.................... 131,997 160,499
--------- ---------
Cash and cash equivalents at June 30.............................. $ 142,811 $ 149,755
========= =========
Supplemental Disclosure of cash flow information:
Cash paid during the three months for:
Interest...................................................... $ 54,943 $ 45,141
Income taxes.................................................. 11,304 13,116
Non-cash investing activities:
Transfer of loans to other real estate......................... $ 3,591 $ 664
Origination of loans for the sale of other real estate......... 435 1,111
Transfer of equity securities to available for sale............ 22,188
*During the second quarter of 1994, BancGroup assumed certain
liabilities, primarily deposits, of $15,711,000 of Altus
Federal Savings Bank from the Resolution Trust Corporation.
Non-cash financing activities:
Issuance of Class A common stock in bank acquisitions.......... $ 6,209 $ 107
</TABLE>
* As restated - See Notes A and B.
See Notes to the Unaudited Condensed Consolidated Financial Statements.
<PAGE> 6
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements
NOTE A - ACCOUNTING POLICIES/RESTATEMENT
The Colonial BancGroup, Inc. ("BancGroup") and its subsidiaries have
not changed their accounting and reporting policies from those stated in the
1994 annual report, except for the change in accounting for loan impairment and
the change in accounting for mortgage servicing rights as described in Note D.
However, the previously issued 1994 financial statements have been restated to
reflect the acquisition described in Note B. These unaudited interim
financial statements should be read in conjunction with the audited financial
statements and footnotes included in BancGroup's restated 1994 annual report
filed on Form 8-K, dated July 10, 1995 (See Item 5 under Part II, Other
Information).
In the opinion of BancGroup, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting only of
normal recurring accruals) necessary to present fairly the financial position
as of June 30, 1995 and the results of operations and cash flows for the
interim periods ended June 30, 1995 and 1994. All 1995 interim amounts are
subject to year-end audit, and the results of operations for the interim period
herein are not necessarily indicative of the results of operations to be
expected for the year.
NOTE B - ACQUISITIONS
On February 17, 1995, BancGroup completed the acquisition of Colonial
Mortgage Company (CMC) and its parent company, The Colonial Company (TCC). At
the acquisition date, TCC's only asset was its investment in CMC. At
acquisition, the acquired entities had total assets of $71 million, total
liabilities of $64 million, and total shareholder's equity of $7.0 million.
BancGroup issued 2,272,727 shares of its common stock and assumed the debts of
TCC. CMC had $1.2 billion in mortgage loan originations in 1994 and as of June
30, 1995 had a $7.7 billion mortgage loan servicing portfolio. This business
combination by entities under common control was accounted for in a manner
similar to a pooling-of-interests. Accordingly, all the financial statements
have been restated to reflect this combination.
The following table shows the summary results of operations
information for the period January 1, 1995 through February 28, 1995 on a
separate company basis. The results listed are not necessarily indicative of
future operations and the information is unaudited.
(In thousands)
Total revenue:
BancGroup $21,279
CMC 4,193
Net Income
BancGroup $ 5,230
CMC 242
<PAGE> 7
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Notes, Continued
Additionally, BancGroup completed the acquisition of Brundidge Banking
Company, Inc. on March 31, 1995. Brundidge Banking had assets of $54 million
and deposits and other liabilities of $50 million. This acquisition was
accounted for as a purchase with 266,434 shares of BancGroup common stock
being issued to the Brundidge Banking shareholders
On May 4, 1995, BancGroup signed a definitive agreement to merge Mt.
Vernon Financial Corporation into BancGroup. Mt. Vernon had assets of
approximately $198 million at March 31, 1995 and is servicing approximately
$210 million of mortgage loans. Mt. Vernon has three banking offices and a
mortgage loan production office in the Atlanta, Georgia market area.
On May 19, 1995, BancGroup signed a definitive agreement to merge
Farmers and Merchants Bank (F&M) into Colonial Bank. F&M has total assets of
approximately $51 million at March 31, 1995 and currently operates one branch
in Ariton, Alabama and two branches in Ozark, Alabama.
On August 2, 1995, BancGroup signed a letter of intent to merge
Southland Bancorporation into Colonial BancGroup and to merge Southland's
subsidiary, Southland Bank, into Colonial Bank. Southland has assets of
approximately $100.9 million and operates two offices in Dothan, Alabama with
additional Alabama offices in Abbeville, Clayton, Eufaula and Headland.
NOTE C - COMMITMENTS AND CONTINGENCIES
BancGroup's subsidiary banks make loan commitments and incur
contingent liabilities in the normal course of business which are not reflected
in the consolidated statements of condition.
NOTE D - ACCOUNTING CHANGES
BancGroup adopted Statement of Financial Accounting Standards (SFAS)
No. 114, Accounting by Creditors for Impairment of a Loan, as amended by SFAS
No. 118, Accounting by Creditors for Impairment of a Loan-Income Recognition
and Disclosure, on January 1, 1995. Under the new standards, a loan is
considered impaired, based on current information and events, if it is probable
that BancGroup will be unable to collect the scheduled payments of principal or
interest when due according to the contractual terms of the loan agreement.
Uncollateralized loans are measured for impairment based on the present value
of expected future cash flows discounted at the historical effective interest
rate, while all collateral-dependent loans are measured for impairment based on
the fair value of the collateral. The adoption of SFAS 114 and 118 resulted in
no additional provision for credit losses, at January 1, 1995 or during the six
months ended June 30, 1995.
<PAGE> 8
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Notes, Continued
BancGroup adopted Statement of Financial Accounting Standards (SFAS)
No. 122 Accounting for Mortgage Servicing Rights in May 1995 effective January
1, 1995. This statement amends certain provisions of SFAS No. 65 to
substantially eliminate the accounting distinction between rights to service
mortgage loans for others that are acquired through loan origination activities
and those acquired through purchase transactions. The statement requires the
allocation of the total cost of the mortgage loans to the mortgage servicing
rights and the loans (without the mortgage servicing rights), based on their
relative fair values if it is practicable to estimate those fair values.
Mortgage servicing rights are then amortized in proportion to and over the
period of estimated net servicing income and should be evaluated for impairment
based on their fair value. At June 30, 1995, BancGroup had mortgage servicing
rights with a book value of $67.6 million and excess servicing fees with a book
value of $8.4 million. The estimated combined fair value of these assets is
approximately $120 million. When determining fair value BancGroup considers
the date of origination, the average note rate and the average remaining term.
The fair value is calculated by estimating the present value of future net
servicing income. The impact to net income due to the adoption of SFAS 122 was
approximately $500,000 for the six months ended June 30, 1995.
NOTE E - RECENTLY ISSUED ACCOUNTING STANDARD
In March 1995, the Financial Standards Board issued SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of". SFAS 121 requires that long-lived assets and certain
identifiable intangibles to be held and used by the entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. If the future undiscounted
cash flows expected to result from the use of the asset and its eventual
disposition are less than the carrying amount of the asset, an impairment loss
is recognized. This statement also requires that long-lived assets and certain
intangibles to be disposed of be reported at the lower of carrying amount or
fair value less cost to sell. SFAS No. 121 is effective for fiscal years
beginning after December 15, 1995. Management believes that the adoption of
SFAS No. 121 will not have a material impact on the Company's financial
statements.
<PAGE> 9
Part I, Item 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
<PAGE> 10
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Management's Discussion and Analysis of Financial Condition and
Results of Operations is presented on the following pages. All appropriate
financial data has been restated to include the February 17, 1995 acquisition
of Colonial Mortgage Company, a combination accounted for in a manner similar
to a pooling of interest.
FINANCIAL CONDITION:
Ending balances of total assets, securities, mortgage loans held for
sale, net loans, and deposits increased from December 31, 1994 (as restated) to
June 30, 1995 as follows (in thousands):
Increase
-------------------
Amount %
-------- -----
Total assets $501,738 17.7%
Securities 29,463 7.3%
Mortgage loans held
for sale 104,310 172.3%
Loans, net of
unearned income 339,342 16.2%
Deposits 280,544 12.9%
Securities:
Investment securities and securities available for sale have increased
approximately $29.5 million from December 31, 1994 to June 30, 1995. The
primary reason for the increase was the securities acquired in the Brundidge
Banking merger and purchases of an additional $10 million in Federal Home Loan
Bank Stock.
Loans and Mortgage Loans Held for Sale:
Included in this increase are $32 million in loans acquired with
Brundidge Banking. The remaining $307.3 million represents internal loan
growth at an annualized rate of 29%. Approximately $142 million of the
internal loan growth are adjustable rate mortgages originated by Colonial
Mortgage for Colonial Bank's portfolio. Loans increased at an 18% internal
growth rate for the full year in 1994.
Mortgage loans held for sale are funded on a short-term basis (less
than 90 days) while they are being packaged for sale in the secondary market by
Colonial Mortgage Company, a wholly owned subsidiary of Colonial Bank. Loans
originated amounted to approximately $259.9 million and $795.9 million and
sales thereof amounted to approximately $155.6 million and $1042.5 million
for the six months ended June 30, 1995 and 1994, respectively.
<PAGE> 11
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Management's Discussion, Continued
Gross loans by category and a summary of loan loss experience are shown in the
following schedules.
<TABLE>
<CAPTION>
GROSS LOANS BY CATEGORY June 30, Dec. 31, June 30,
(In thousands) 1995 1994 * 1994 *
___________________________________________________________________________________________________________
<S> <C> <C> <C>
Commercial, financial, and
agricultural $ 338,964 $ 298,708 $ 261,804
Real estate-commercial 587,824 574,155 527,454
Real estate-construction 190,199 152,423 135,858
Real estate-residential 1,075,086 857,314 777,104
Installment and consumer 195,624 169,577 159,054
Other 46,124 41,577 33,496
------------------------------------------------------------------------------------------------------------
Total loans $2,433,821 $2,093,754 $1,894,770
------------------------------------------------------------------------------------------------------------
Percent of loans in each
category to total loans:
Commercial financial, and
agricultural 13.9% 14.3% 13.8%
Real estate-commercial 24.2% 27.4% 27.8%
Real estate-construction 7.8% 7.3% 7.2%
Real estate-residential 44.2% 40.9% 41.0%
Installment and consumer 8.0% 8.1% 8.4%
Other 1.9% 2.0% 1.8%
------------------------------------------------------------------------------------------------------------
100.0% 100.0% 100.0%
------------------------------------------------------------------------------------------------------------
* As restated
</TABLE>
Loans collateralized by commercial real estate and other commercial
loans increased $13 million and $40 million, respectively during the first six
months of 1995. The increase in real estate - residential loans of $218
million, is primarily due to the ARM loans originated by Colonial Mortgage
as well as an emphasis on residential real estate lending in the Company's
existing branches. These loans continue to be a significant source of loan
growth, and are concentrated in various geographic market areas in Alabama and
across the United States.
<PAGE> 12
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Management's Discussion, Continued
SUMMARY OF LOAN LOSS EXPERIENCE
<TABLE>
<CAPTION>
Six Months Year Six Months
Ended Ended Ended
June 30, Dec. 31, June 30,
(In thousands) 1995 1994 * 1994 *
--------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Allowance for possible loan
losses - January 1 $33,410 $28,633 $28,633
Charge-offs:
Commercial, financial, and
argicultural 859 1,836 1,098
Real estate-commercial 267 1,143 640
Real estate-construction 23 2 2
Real estate-residential 77 357 122
Installment and consumer 602 1,635 809
Other 76 168 116
---------------------------------------------------------------------------------------------
Total charge-offs 1,904 5,141 2,787
--------------------------------------------------------------------------------------------
Recoveries:
Commercial, financial, and
agricultural 259 1,646 1,021
Real estate-commercial 1 202 29
Real estate-construction 10 12 10
Real estate-residential 117 77 27
Installment and consumer 705 1,430 720
Other 20 43 26
--------------------------------------------------------------------------------------------
Total recoveries 1,112 3,410 1,833
--------------------------------------------------------------------------------------------
Net charge-offs 792 1,731 954
Addition to allowance charged to
operating expense 2,165 6,481 2,896
Allowance added from bank
acquisitions 312 27 27
--------------------------------------------------------------------------------------------
Allowance for possible loan
losses-end of period $35,095 $33,410 $30,602
--------------------------------------------------------------------------------------------
* As restated
</TABLE>
<PAGE> 13
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Management's Discussion, Continued
Asset quality as measured by nonperforming assets remains very good.
Nonperforming assets have decreased $955,000 from December 31, 1994 with the
allowance as a percent of nonperforming loans increasing from 175% at December
31, 1994 to 193% at June 30, 1995. Management continuously monitors and
evaluates recoverability of problem assets and adjusts loan loss reserves
accordingly. The loan loss reserve is 1.44% of loans at June 30, 1995. The
increase in allowance since year end has been due to provisions in excess of
net charge-offs totalling $1,373,000 as well as an additional $312,000 from
the Brundidge Banking acquisition. The provisions in excess of net
charge-offs have been made primarily as a result of loan growth.
Nonperforming assets are summarized below (in thousands):
<TABLE>
<CAPTION>
June 30, Dec. 31, June 30,
1995 1994 * 1994 *
----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nonaccrual loans $ 7,363 $ 8,293 $9,784
Restructured loans 1,294 2,360 2,150
----------------------------------------------------------------------------------------
Total nonperforming loans 8,657 10,653 11,934
Other real estate owned 9,481 8,440 11,382
----------------------------------------------------------------------------------------
Total nonperforming assets $18,138 $19,093 $23,316
----------------------------------------------------------------------------------------
Aggregate loans contractually
past due 90 days for which
interest is being accrued $1,840 $2,559 $1,944
Net charge-offs year-to-date 792 1,731 954
----------------------------------------------------------------------------------------
RATIOS
Period end:
Total nonperforming assets as
a percent of net loans and
other real estate 0.74% 0.91% 1.22%
Allowance as a percent of net
loans 1.44% 1.60% 1.62%
Allowance as a percent of
nonperforming assets 193% 175% 131%
Allowance as a percent of
nonperforming loans 405% 314% 256%
For the period ended:
Net charge-offs as a percent of
average net loans
(annualized basis) 0.07% 0.09% 0.10%
----------------------------------------------------------------------------------------
* As restated
</TABLE>
<PAGE> 14
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Management's Discussion, Continued
Management, through its loan officers, internal loan review staff, and
external examinations by regulatory agencies and independent auditors, has
identified approximately $75 million of potential problem loans not included
above. The status of these loans is reviewed at least quarterly by loan
officers and the centralized loan review function and annually by independent
auditors and regulatory agencies. In connection with such reviews collateral
values are updated where considered necessary. If collateral values are judged
insufficient and other sources of repayment inadequate the loans are reduced to
estimated recoverable amounts through increases in reserves allocated to the
loans or charge-offs. As of June 30, 1995 substantially all of these loans are
current with their existing repayment terms. Given the reserves and the
ability of the borrowers to comply with the existing repayment terms,
management believes any exposure from these potential problem loans has been
adequately addressed at the present time.
The above nonperforming loans and potential problem loans represent
all material credits for which management has doubts as to the ability of the
borrowers to comply with the loan repayment terms. Of these loans, management
believes it is probable that loans totaling $8,657,000 will not be collected as
scheduled and therefore are considered impaired. Management also expects that
the resolution of these problem credits as well as other performing loans will
not materially impact future operating results, liquidity or capital resources.
Allocations of the allowance for possible loan losses are made on an
individual loan basis for all identified potential problem loans with a
percentage allocation for the remaining portfolio. The allocations of the
total allowance represent an approximation of the reserves for each category of
loans based on management's evaluation of risk within each loan type.
ALLOCATION OF THE ALLOWANCE FOR POSSIBLE LOAN LOSSES
<TABLE>
<CAPTION>
June 30, Dec. 31, June 30,
(In thousands) 1995 1994 * 1994 *
-----------------------------------------------------------------------------
<S> <C> <C> <C>
Commercial, financial, and
agricultural $ 6,850 $ 6,010 $4,561
Real estate-commercial 11,132 12,168 11,736
Real estate-construction 3,127 3,156 2,762
Real estate-mortgage 10,751 8,560 7,758
Installment and consumer 1,957 2,227 2,479
Other 1,278 1,289 1,306
-----------------------------------------------------------------------------
TOTAL $35,095 $33,410 $30,602
-----------------------------------------------------------------------------
* As restated
</TABLE>
<PAGE> 15
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Management's Discussion, Continued
LIQUIDITY:
The maintenance of an adequate liquidity position is a principal
component of BancGroup's asset/liability management strategy. BancGroup's
governing policy provides for daily and longer term monitoring of both sources
and uses of funds to properly maintain the cash position. The increase in
residential real estate loans of $218 million from $857 million at December 31,
1994 to $1,075 million at June 30, 1995 is primarily due to the lending
activity generated by an emphasis on residential real estate lending in the
Company's branches, as well as the addition of lending activity generated by
Colonial Mortgage. In connection with this increase in residential real estate
lending, BancGroup has increased its credit facilities at the Federal Home
Loan Bank (FHLB). FHLB of Atlanta has established credit availability in an
amount up to $800 million with only $430 million outstanding at June 30, 1995.
This source of credit reduces BancGroup's dependency on deposits as a source
of liquidity resulting in an increase in the loan to deposit ratio from 96.4%
at December 31, 1994 to 99.2% at June 30, 1995. Rate sensitivity is also
constantly monitored. BancGroup's one year asset/liability gap is comparable
to December 31, 1994 at less than negative 1% of assets as of June 30, 1995.
CAPITAL RESOURCES:
Management continuously monitors the capital adequacy and potential
for future growth. The primary measurement for these evaluations for a bank
holding company is its tangible leverage ratio. Tangible capital for BancGroup
at June 30, 1995 consists of $215.5 million of equity less $18.4 million in
intangibles providing a 6.34% tangible leverage ratio at June 30, 1995 and
December 31, 1994. The ratio of shareholders' equity to total assets at June
30, 1995 was 6.45% as compared to 6.75% at December 31, 1994. Capital levels
are sufficient to support future internally generated growth and fund the
quarterly dividend rates which are currently $0.225 per share. BancGroup is in
compliance with all regulatory capital requirements.
BancGroup also has access to equity capital markets through both
public and private issuances. Management considers these sources and related
return in addition to internally generated capital in evaluating future
expansion or acquisition opportunities.
<PAGE> 16
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Management's Discussion, Continued
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994:
SUMMARY:
BancGroup's net income increased $3,510,000 from $6,740,000 or $0.55
per fully diluted share to $10,250,000 or $0.80 per fully diluted share for the
three months ended June 30, 1994 and 1995, respectively. This increase is
primarily attributable to increases in net interest margin and noninterest
income partially off-set by an increase in noninterest expense.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1995 AND 1994:
SUMMARY:
BancGroup's net income increased $4,963,000 from $13,588,000 or $1.11
per fully diluted share to $18,551,000 or $1.47 per fully diluted share for the
six months ended June 30, 1994 and 1995, respectively. This increase is
primarily attributable to an increase in net interest margin.
<PAGE> 17
<TABLE>
<CAPTION>
THE COLONIAL BANCGROUP, INC.
AVERAGE VOLUME AND RATES
For the three Months Ended June 30, 1995 Three Months Ended June 30,
(Unaudited) _____________________________________________________________________
1995 1994*
---------------------------------- ---------------------------------
Average Average
(Dollars in thousands) Volume Interest Rate Volume Interest Rate
-------------------------------------------------------------------------------------------- -----------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Loans, net............................................. $2,332,894 $52,842 9.08% $1,868,903 $37,090 7.96%
Mortgage loans held for sale........................... 75,885 1,479 7.71% 168,275 3,281 7.71%
Investment securities and securities available for sale 430,358 6,799 6.32% 442,623 5,929 5.36%
Other interest-earning assets.......................... 12,185 184 5.98% 9,614 79 3.26%
------------------------------------------------------------------------------------- ------------------------
Total interest-earning assets(1)....................... 2,851,322 $61,304 8.62% 2,489,415 $46,379 7.46%
------------------------------------------------------------------------------------- ------------------------
Nonearning assets...................................... 276,249 265,843
-------------------------------------------------------------------------- -------------
Total assets............................................. $3,127,571 $2,755,258
----------------------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity:
Interest-bearing deposits.............................. $1,927,703 $23,802 4.95% $1,838,335 $16,494 3.60%
Short-term borrowings.................................. 471,861 7,431 6.23% 259,109 2,551 3.89%
Long-term debt......................................... 43,655 860 7.88% 82,037 870 4.24%
------------------------------------------------------------------------------------- -----------------------
Total interest-bearing liabilities..................... 2,443,219 $32,093 5.26% 2,179,481 $19,915 3.66%
------------------------------------------------------------------------------------- -----------------------
Noninterest-bearing demand deposits.................... 434,659 324,996
Other liabilities...................................... 39,709 70,333
-------------------------------------------------------------------------- -------------
Total liabilities...................................... 2,917,587 2,574,810
Shareholders' equity................................... 209,984 180,448
-------------------------------------------------------------------------- -------------
Total liabilities and shareholders' equity............... $3,127,571 $2,755,258
----------------------------------------------------------------------------------------------------------------------------------
Rate differential........................................ 3.36% 3.80%
Net yield on interest-earning assets..................... $29,211 4.11% $26,464 4.26%
----------------------------------------------------------------------------------------------------------------------------------
*As restated
(1) Interest earned and average rates on obligations of states and political subdivisions are reflected on a tax equivalent basis.
Tax interest earned is: actual interest earned times 145%. The taxable equivalent adjustment has given effect to the
disallowance of interest expense deductions, for federal income tax purposes, related to certain tax-free assets.
Dividends earned and average rates for preferred stocks are reflected on a tax equivalent basis. Tax equivalent dividends
are: act dividends times 137.7%.
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCREASES (DECREASES) (UNAUDITED)
FOR THE THREE MONTHS ENDED JUNE 30, 1995
(Dollars in thousands) Three Months Ended June 30,
1995 Change from 1994
-----------------------------------
Due to (1)
Total Volume Rate
----------- ----------- ------------
<S> <C> <C> <C>
Interest Income:
Total Loans, net $15,752 $10,053 $5,699
Mortgage loans held for sale (1,802) (1,802) -
Investment securities and securities
available for sale 870 (1,021) 1,891
Other interest earning assets 105 25 80
----------- ----------- ------------
Total interest income (2) 14,925 7,255 7,670
----------- ----------- ------------
Interest Expense:
Interest bearing deposits 7,308 840 6,468
Short-term borrowings 4,880 2,816 2,064
Long-term debt (10) (2,110) 2,100
----------- ----------- ------------
Total interest expense 12,178 1,546 10,632
----------- ----------- ------------
Net interest income $2,747 $5,709 ($2,962)
----------- ----------- ------------
(1) Increases (decreases) are attributable to volume changes and rate changes on the following
basis: Volume Change = change in volume times old rate. Rate Change = change in rate times
old volume. The Rate/Volume Change = change in volume times change in rate, and it is
allocated between volume change and rate change at the ratio that the absolute value of
each component bears to the absolute value of their total.
(2) Interest earned on obligations of state and political subdivisions is reflected on a tax
equivalent basis. Tax equivalent interest earned is: actual interest earned times 145%.
The taxable equivalent adjustment has given effect to the disallowance of interest, for
federal income tax purposes, related to certain tax-free assets. Dividends earned on
preferred stock are reflected on a tax equivalent basis. Tax equivalent dividends earned
are: acutal dividends times 137.7%. Tax equivalent average rate is tax equivalent interest
or dividends earned divided by average volume.
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
THE COLONIAL BANCGROUP, INC.
AVERAGE VOLUME AND RATES
For the Six Months Ended June 30, 1995 Six Months Ended June 30,
(Unaudited) ________________________________________________________________________
1995 1994*
------------------------------------ ----------------------------------
Average Average
(Dollars in thousands) Volume Interest Rate Volume Interest Rate
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Loans, net............................................. $2,242,185 $100,340 9.01% $1,832,682 $71,690 7.89%
Mortgage loans held for sale........................... 58,751 2,316 7.84% 186,934 6,962 7.41%
Investment securities and securities available for sale 416,716 13,008 6.26% 417,800 11,332 5.44%
Other interest-earning assets.......................... 8,344 250 6.05% 17,307 266 3.10%
------------------------------------------------------------------------------------ -------------------------
Total interest-earning assets(1)....................... 2,725,996 $115,914 8.56% 2,454,723 $90,250 7.40%
------------------------------------------------------------------------------------ -------------------------
Nonearning assets...................................... 263,636 273,286
------------------------------------------------------------------------ -------------
Total assets............................................. $2,989,632 $2,728,009
----------------------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity:
Interest-bearing deposits.............................. $1,881,702 $44,304 4.75% $1,854,409 $33,093 3.60%
Short-term borrowings.................................. 408,741 12,583 6.14% 222,445 4,049 3.64%
Long-term debt......................................... 53,068 2,037 7.68% 80,211 1,627 4.06%
------------------------------------------------------------------------------------ ------------------------
Total interest-bearing liabilities..................... 2,343,511 $58,924 5.06% 2,157,065 $38,769 3.62%
------------------------------------------------------------------------------------ ------------------------
Noninterest-bearing demand deposits.................... 404,265 303,059
Other liabilities...................................... 39,146 89,768
------------------------------------------------------------------------ -------------
Total liabilities...................................... 2,786,922 2,549,892
Shareholders' equity................................... 202,710 178,117
------------------------------------------------------------------------ -------------
Total liabilities and shareholders' equity............... $2,989,632 $2,728,009
----------------------------------------------------------------------------------------------------------------------------------
Rate differential........................................ 3.50% 3.78%
Net yield on interest-earning assets..................... $56,990 4.22% $51,481 4.23%
----------------------------------------------------------------------------------------------------------------------------------
*As restated
(1) Interest earned and average rates on obligations of states and political subdivisions are reflected on a tax equivalent basis.
Tax equivalent interest earned is: actual interest earned times 145%. The taxable equivalent adjustment has given effect to the
disallowance of interest expense deductions, for federal income tax purposes, related to certain tax-free assets.
Dividends earned and average rates for preferred stocks are reflected on a tax equivalent basis. Tax equivalent dividends are:
actual dividends times 137.7%.
</TABLE>
<PAGE> 20
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCREASES (DECREASES) (UNAUDITED)
For the Six Months Ended June 30, 1995
<TABLE>
<CAPTION>
(Dollars in thousands) Six Months Ended June 30,
1995 Change from 1994
-----------------------------------
Due to (1)
Total Volume Rate
-----------------------------------
<S> <C> <C> <C>
Interest Income:
Total Loans, net $28,650 $17,520 $11,130
Mortgage loans held for sale (4,646) (5,766) 1,120
Investment securities and securities
available for sale 1,676 (88) 1,764
Other interest earning assets (16) (366) 350
-----------------------------------
Total interest income (2) 25,664 11,300 14,364
-----------------------------------
Interest Expense:
Interest bearing deposits 11,211 494 10,717
Short-term borrowings 8,534 4,689 3,845
Long-term debt 410 (1,485) 1,895
-----------------------------------
Total interest expense 20,155 3,698 16,457
-----------------------------------
Net interest income $5,509 $7,602 ($2,093)
-----------------------------------
(1) Increases (decreases) are attributable to volume changes and rate changes on the following
basis: Volume Change = change in volume times old rate. Rate Change = change in rate times
old volume. The Rate/Volume Change = change in volume times change in rate, and it is
allocated between volume change and rate change at the ratio that the absolute value of
each component bears to the absolute value of their total.
(2) Interest earned on obligations of state and political subdivisions is reflected on a tax
equivalent basis. Tax equivalent interest earned is: actual interest earned times 145%.
The taxable equivalent adjustment has given effect to the disallowance of interest, for
federal income tax purposes, related to certain tax-free assets. Dividends earned on
preferred stock are reflected on a tax equivalent basis. Tax equivalent dividends earned
are: acutal dividends times 137.7%. Tax equivalent average rate is tax equivalent interest
or dividends earned divided by average volume.
</TABLE>
<PAGE> 21
NET INTEREST INCOME:
Net interest income on a tax equivalent basis increased $2.8 million
to $29.2 million for the quarter ended June 30, 1995 from $26.4 million for the
quarter ended June 30, 1994. The net yield on interest earning assets
decreased from 4.26% to 4.11% for the three months ended June 30, 1994 and
1995, respectively, while the rate differential decreased from 3.80% to 3.36%
for the three month period ended June 30, 1994 compared to 1995.
Net interest income on a tax equivalent basis for the six months ended
June 30, 1995 increased $5.5 million from $51.5 million for the six months
ended June 30, 1994 to $57.0 million for the same period in 1995. The net
yield on interest earning assets remained level at 4.23% and 4.22% for the six
months ended June 30, 1994 and 1995, respectively, while the rate differential
decreased from 3.78% to 3.50% for the same period.
As reflected on the previous tables the increases for the three and
six months were primarily attributable to loan growth and increasing rates.
The prime rate increased from 8.50% to 9% in February 1995.
LOAN LOSS PROVISION:
The provision for loan losses for the first six months of 1995 was
$2,165,000 compared to $2,896,000 for the same period in 1994. Asset quality
has remained very good. The current allowance for loan losses provides a 193%
coverage of nonperforming assets compared to 175% at December 31, 1994 and 131%
at June 30, 1994. See management's discussion on loan quality and the
allowance for possible loan losses presented in the Financial Condition section
of this report.
NONINTEREST INCOME:
The increase in noninterest income for the first quarter of 1995
compared to the first quarter of 1994 of $2.9 million is primarily due to
increased servicing related fee income of $1.5 million, additional fees on
deposit accounts of $296,000 and $991,000 in gains on the sale of Other Real
Estate.
Noninterest income increased $1.7 million for the six months ended
June 30, 1995 compared to the same period for 1994. This increase was
primarily due to increase in servicing related fee income of $2.5 million,
additional fees on deposit accounts of $661,000, additional gains on sales of
Other Real Estate of $879,000 and additional fee income from ATMs of $208,000.
These increases are partially off-set by decreases in income related to the
origination and sales of mortgage loans of $2.4 milliion, and decreases in
commissions from security and annuity sales of $242,000.
The acquisition of Colonial Mortgage provides additional sources of
noninterest income to BancGroup through fees from its $7.7 billion servicing
portfolio as well as loan originations from its 22 branches located in 13
states. This noninterest income was $7.5 million and $5.7 million for the
three months ended June 30, 1995 and 1994, respectively and $12.6 million and
$11.9 million for the six months ended June 30, 1995 and 1994, respectively.
<PAGE> 22
OVERHEAD EXPENSES:
BancGroup's net overhead expense (total noninterest expense less
noninterest income excluding security gains) was $11.6 million and $14.0
million for the three months ended June 30, 1995 and 1994, respectively and
$25.0 million and $26.9 million for the six months ended June 30, 1995 and
1994, respectively.
Salary and benefit expense decreased $1.2 million and $2.0 million for the
three months and six months ended June 30, 1995, respectively, as compared to
the same period in 1994. This decrease was due primarily to reductions in
staff by Colonial Mortgage, attributable to the lower levels of loan
originations experienced in the latter part of 1994 and continuing into 1995
and by Colonial Bank in conjunction with reenginerring plans being implemented
throughout the organization to emphasize efficient branch operations. This
decrease was partially off-set by normal wage increases.
The remaining increase in other noninterest expenses has been due to
increased amortization of mortgage servicing rights and expenses related to the
development of the reenginerring plan previously mentioned.
PROVISION FOR INCOME TAXES:
BancGroup's provision for income taxes is based on an approximately
35.2% and 34.4% estimated annual effective tax rate for the years 1995 and
1994, respectively. The provision for income taxes for the six months ended
June 30, 1995 and 1994 was $10,088,000 and $7,134,000, respectively.
OTHER INFORMATION:
BancGroup's subsidiary banks pay deposit insurance premiums to the
Federal Deposit Insurance Corporation (FDIC) for deposits in both the Bank
Insurance Fund (BIF) and Savings Association Insurance Fund (SAIF). In August,
1995 the FDIC announced a reduction in premium rates for BIF deposits.
BancGroup currently has approximately 71% of its deposits or $1.7 billion
insured in the BIF fund and the remaining approximately $700 million insured in
the SAIF fund. The impact of the above premium reduction cannot be accurately
estimated until assessments are made by the FDIC.
<PAGE> 23
Part II
Other Information
<PAGE> 24
Item 1: Legal Proceedings - See Note C - COMMITMENTS AND
CONTINGENCIES AT PART 1 ITEM 1
Item 2: Changes in Securities - N/A
Item 3: Defaults Upon Senior Securities - N/A
Item 4: Submission of Matters to a Vote of Security Holders - N/A
Item 5: Exhibits and Reports on Form 8-K - Form 8-K was filed on July 10, 1995
restating the consolidated selected financial data, management's
discussion and analysis and consolidated financial statements as of
December 31, 1994, 1993 and 1992 and for each of the three years in
the period ended December 31, 1994 to give retroactive effect to the
acquisition of CMC and include the combined operations of BancGroup
and CMC for all periods presented. Incorporation into the
Registration statements on Form S-8, statements regarding
indemnification for liabilities arising under the Securities Act of
1933 as related to directors, officers and controlling persons.
Exhibit 11- Calculation of earnings per share (attached)
<PAGE> 25
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
The Colonial BancGroup, Inc.
By: /s/ W. Flake Oakley
-----------------------------------------------
W. Flake Oakley
Chief Financial Officer, Secretary & Treasurer
Date: ____________________
<PAGE> 1
EXHIBIT 11
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Computations of Earnings per Share
For the period ended June 30, 1995
(Unaudited) (In thousands, except per share amounts)
COMUPTATION OF EARNINGS PER SHARE
June 30, 1995
<TABLE>
<CAPTION>
Primary Fully Diluted
------------------- ------------------
Quarter Y-T-D Quarter Y-T-D
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income $10,250 $18,551 $10,250 $18,551
Interest expense on $7,493,859, 12.75%
convertible subordinated debentures 239 478
Interest expense on $9,957,000, 7.50%
convertible subordinated debentures 187 373
Tax effect @ 35.00% (151) (300)
------- ------- ------- -------
Net income $10,250 $18,551 $10,525 $19,102
------- ------- ------- -------
Average shares outstanding 12,225 12,079 12,225 12,079
Effect of stock options 111 108 111 108
------- ------- ------- -------
Primary average shares outstanding 12,336 12,187 12,336 12,187
------- ------- ------- -------
Contingent shares:
Addtional effect of stock options 4 8
Effect of convertible debentures:
$7,493,859 / $18.25 411 411
$9,957,000 / $28.00 356 356
------- -------
Fully diluted average shares outstanding 13,107 12,962
------- -------
Earnings per share:
------- ------- ------- -------
Net income $0.83 $1.52 $0.80 $1.47
------- ------- ------- -------
</TABLE>
See Notes to the Unaudited Condensed Consolidated Financial Statements.
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 139,775
<INT-BEARING-DEPOSITS> 3,036
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 117,299
<INVESTMENTS-CARRYING> 317,028
<INVESTMENTS-MARKET> 318,243
<LOANS> 2,433,045
<ALLOWANCE> 35,095
<TOTAL-ASSETS> 3,340,081
<DEPOSITS> 2,452,008
<SHORT-TERM> 552,650
<LIABILITIES-OTHER> 78,031
<LONG-TERM> 41,886
<COMMON> 30,598
0
0
<OTHER-SE> 184,908
<TOTAL-LIABILITIES-AND-EQUITY> 3,340,081
<INTEREST-LOAN> 102,039
<INTEREST-INVEST> 12,384
<INTEREST-OTHER> 250
<INTEREST-TOTAL> 114,673
<INTEREST-DEPOSIT> 44,304
<INTEREST-EXPENSE> 58,924
<INTEREST-INCOME-NET> 55,749
<LOAN-LOSSES> 2,165
<SECURITIES-GAINS> 5
<EXPENSE-OTHER> 48,755
<INCOME-PRETAX> 28,639
<INCOME-PRE-EXTRAORDINARY> 28,639
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,551
<EPS-PRIMARY> 1.52
<EPS-DILUTED> 1.47
<YIELD-ACTUAL> 4.22
<LOANS-NON> 7,363
<LOANS-PAST> 1,840
<LOANS-TROUBLED> 1,294
<LOANS-PROBLEM> 75,000
<ALLOWANCE-OPEN> 33,410
<CHARGE-OFFS> 1,904
<RECOVERIES> 1,112
<ALLOWANCE-CLOSE> 35,095
<ALLOWANCE-DOMESTIC> 35,095
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
