<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
SEPTEMBER 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 October 31, 1995 was
12,267,143.
<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>
September 30, December 31, September 30,
(Dollars in thousands, except per share amounts) 1995 1994* 1994*
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assets:
Cash and due from banks......................................... $ 100,485 $ 129,720 $ 97,675
Interest-bearing deposits in banks.............................. 3,737 1,777 1,726
Federal funds sold.............................................. 1,250 500 -
Securities available for sale................................... 114,057 78,265 82,071
Investment securities........................................... 305,407 326,599 308,256
Mortgage loans held for sale.................................... 140,437 60,536 112,788
Loans, net of unearned income................................... 2,562,386 2,094,028 1,980,201
Less:
Allowance for possible loan losses............................ (35,691) (33,410) (32,354)
- ---------------------------------------------------------------------------------------------------------
Loans, net...................................................... 2,526,695 2,060,618 1,947,847
Premises and equipment.......................................... 47,841 45,874 46,136
Excess of cost over tangible and identified intangible
assets acquired, net.......................................... 18,145 16,239 16,205
Mortgage servicing rights.......................................... 74,489 54,796 42,819
Other real estate owned......................................... 8,807 8,199 8,923
Accrued interest and other assets............................... 59,227 55,220 53,626
- ---------------------------------------------------------------------------------------------------------
Total........................................................... $3,400,577 $2,838,343 $2,718,072
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity:
Deposits........................................................ $2,539,762 $2,171,464 $2,123,120
FHLB short-term borrowings...................................... 420,000 210,000 131,150
Other short-term borrowings..................................... 106,418 134,550 134,938
Subordinated debt............................................... 17,418 17,459 17,459
Other long-term debt............................................ 24,005 69,042 68,141
Other liabilities............................................... 69,746 44,277 56,091
- ---------------------------------------------------------------------------------------------------------
Total liabilities............................................... 3,177,349 2,646,792 2,530,899
- ---------------------------------------------------------------------------------------------------------
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, 12,248,734 shares issued and outstanding at
September 30, 1995........................................... 30,622 - -
Class A Common Stock, $2.50 par value; 40,000,000 shares
authorized, 11,280,031 shares and 11,270,031 shares issued
and outstanding at December 31, 1994 and September 30, 1994,
respectively**............................................... - 28,200 28,175
Class B Common Stock, $2.50 par value; 4,000,000 shares
authorized, 635,088 shares and 635,882 shares issued and
and outstanding at December 31, 1994 and September 30, 1994,
respectively**............................................... - 1,588 1,590
Additional paid in capital...................................... 116,211 109,658 109,502
Retained earnings............................................... 76,176 55,042 49,958
Unrealized gains (losses) on securites available for sale, net
of taxes...................................................... 219 (2,937) (2,052)
- ---------------------------------------------------------------------------------------------------------
Total shareholders' equity...................................... 223,228 191,551 187,173
- ---------------------------------------------------------------------------------------------------------
Total........................................................... $3,400,577 $2,838,343 $2,718,072
- ---------------------------------------------------------------------------------------------------------
</TABLE>
*As restated. See Notes A and B. **On February 21, 1995 the Class A and Class
B Common Stock were reclassified into one class.
See Notes to Unaudited Condensed Consolidated Financial Statements.
<PAGE> 4
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
(Dollars in thousands, except per share amounts) 1995 1994* 1995 1994*
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans.................................... $161,004 $119,670 $58,965 $41,479
Interest on investments....................................... 18,891 16,271 6,507 5,548
Other interest income......................................... 338 419 88 153
- -----------------------------------------------------------------------------------------------------
Total interest income......................................... 180,233 136,360 65,560 47,180
- -----------------------------------------------------------------------------------------------------
Interest Expense:
Interest on deposits.......................................... 70,247 50,220 25,943 17,127
Interest on short-term borrowings............................. 20,917 6,484 8,334 2,435
Interest on long-term debt.................................... 2,884 2,504 847 877
- -----------------------------------------------------------------------------------------------------
Total interest expense........................................ 94,048 59,208 35,124 20,439
- -----------------------------------------------------------------------------------------------------
Net Interest Income Before Provision for
Possible Loan Losses........................................ 86,185 77,152 30,436 26,741
Provision for possible loan losses............................ 3,430 4,714 1,265 1,818
- -----------------------------------------------------------------------------------------------------
Net Interest Income After Provision for
Possible Loan Losses........................................ 82,755 72,438 29,171 24,923
- -----------------------------------------------------------------------------------------------------
Noninterest Income:
Mortgage servicing and origination fees....................... 17,062 16,265 5,990 5,030
Service charges on deposit accounts........................... 10,221 9,161 3,558 3,159
Other charges, fees and commissions........................... 2,656 2,283 1,002 871
Securities gains, net......................................... 4 84 (1) -
Other income.................................................. 6,599 5,022 2,183 1,643
- -----------------------------------------------------------------------------------------------------
Total noninterest income...................................... 36,542 32,815 12,732 10,703
- -----------------------------------------------------------------------------------------------------
Noninterest Expense:
Salaries and employee benefits................................ 29,044 31,688 9,953 10,561
Occupancy expense of bank premises, net....................... 6,622 6,410 2,291 2,157
Furniture and equipment expenses.............................. 6,087 5,518 2,083 1,821
Amortization of purchased servicing rights.................... 5,950 3,962 2,217 1,394
Amortization of intangible assets............................. 933 908 323 285
Other expense................................................. 26,174 25,301 9,188 8,664
- -----------------------------------------------------------------------------------------------------
Total noninterest expense..................................... 74,810 73,787 26,055 24,882
- -----------------------------------------------------------------------------------------------------
Income before income taxes 44,487 31,466 15,848 10,744
Applicable income taxes....................................... 15,734 10,800 5,646 3,666
- -----------------------------------------------------------------------------------------------------
Net Income.................................................... $ 28,753 $ 20,666 $10,202 $ 7,078
- -----------------------------------------------------------------------------------------------------
Earnings per share:
Primary...................................................... $ 2.35 $ 1.72 $ 0.83 $ 0.59
Fully diluted................................................ 2.27 1.69 0.80 0.58
Dividends paid: Common Stock.................................. $ 0.675 N/A $ 0.225 N/A
Class A**..................................... N/A $ 0.60 N/A $ 0.20
Class B**..................................... N/A 0.30 N/A 0.10
- -----------------------------------------------------------------------------------------------------
</TABLE>
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.
See Notes to Unaudited Condensed Consolidated Financial Statements.
<PAGE> 5
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flow
(Unaudited)(In Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
-------- ---------
<S> <C> <C>
Net cash (used in) provided by operating activities.............. ($22,107) $255,130
Cash flows from investing activities:
Proceeds from maturities of securities available
for sale...................................................... 9,545 28,615
Proceeds from sales of securities available for sale........... 25 16,156
Purchase of securities available for sale...................... (32,060) (49)
Proceeds from maturities of investment securities.............. 69,437 54,511
Proceeds from sales of investment securities................... - -
Purchase of investment securities.............................. (42,640) (88,313)
Net increase in short-term securities.......................... - (6,000)
Net increase in loans.......................................... (445,964) (210,053)
Cash received in bank acquisitions............................. 5,118 -
Cash received in the purchase of assets and the assumption
of liablilities*............................................. - 15,275
Capital expenditures........................................... (6,041) (5,297)
Proceeds from sale of other real estate owned.................. 6,845 6,582
Purchase of servicing rights................................... (17,661) (22,339)
Other, net..................................................... 208 1,853
-------- --------
Net cash used in investing activities............................ (453,188) (209,059)
Cash flows from financing activities:
Net increase (decrease) in demand, savings, and time deposits.. 322,254 (83,589)
Net increase (decrease) in federal funds purchased, repurchase
agreements and other short-term borrowings................... 181,861 (29,879)
Proceeds from issuance of long-term debt....................... 5,841 21,321
Repayment of long-term debt.................................... (54,324) (10,489)
Proceeds from issuance of common stock......................... 758 1,036
Dividends paid................................................. (7,620) (5,569)
-------- --------
Net cash provided by (used in) financing activities.............. 448,770 (107,169)
-------- --------
Net decrease in cash and cash equivalents........................ (26,525) (61,098)
Cash and cash equivalents at beginning of year................... 131,997 160,499
-------- --------
Cash and cash equivalents at September 30........................ $105,472 $ 99,401
-------- --------
Supplemental Disclosure of cash flow information:
Cash paid during the nine months for:
Interest..................................................... $ 87,466 $ 65,503
Income taxes................................................. 16,874 16,500
Non-cash investing activities:
Transfer of loans to other real estate........................ $ 3,908 $ 1,296
Origination of loans for the sale of other real estate........ 435 1,266
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>
See Notes to 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.
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 September 30, 1995 and the results of operations and cash flows for the
interim periods ended Sepember 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
September 30, 1995 has a $8.2 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.
<TABLE>
<CAPTION>
(In thousands)
<S> <C>
Total revenue:
BancGroup $21,279
CMC 4,193
Net Income
BancGroup $ 5,230
CMC 242
</TABLE>
<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 Common Stock being issued to
the Brundidge Banking shareholders
On October 20, 1995, BancGroup completed the acquisition of Mt. Vernon
Financial Corporation. Mt. Vernon had assets of approximately $218 million
at October 20, 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. The acquisition was accounted for
as a purchase with 521,720 shares of Common Stock being issued to the Mt.
Vernon shareholders.
On November 3, 1995, BancGroup completed the acquisition of Farmers
and Merchants Bank (F&M) into Colonial Bank. F&M had total assets of
approximately $ 52 million at October 31, 1995 and currently operates one
branch in Ariton, Alabama and two branches in Ozark, Alabama. The acquisition
was accounted for as a purchase with 256,843 shares of Common Stock issued and
$3 million in cash paid to F&M shareholders.
On September 22, 1995, BancGroup and Southland Bancorporation mutually
agreed to terminate the letter of intent to merge Southland's subsidiary,
Southland Bank, into Colonial Bank.
On September 20, 1995, BancGroup signed a letter of intent for its
subsidiary Colonial Bank to purchase the Enterprise, Alabama branch from First
Federal Bank of Tuscaloosa. The Enterprise branch has approximately $30
million in deposits.
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
nine months ended September 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 September 30, 1995, BancGroup had mortgage
servicing rights of $74.5 million and excess servicing fees with a book value
of $8.2 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.
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.
In October 1995, the Financial Standards Board issued SFAS 123,
"Accounting for Stock - Based Compensation". SFAS 123 establishes a fair value
based method of accounting for stock - based compensation plans. The statement
permits an entity, however, in determining its net income to continue to apply
the accounting provisions of Opinion 25 to its stock based employee
compensation arrangements. BancGroup has both director and employee stock
compensation plans. SFAS No. 123 is effective for fiscal years beginning after
December 15, 1995. Management believes that the adoption of SFAS No. 123 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
FINANCIAL CONDITION:
Ending balances of total assets, securities, mortgage loans held for
sale, net loans, and deposits changed from December 31, 1994 (as restated) to
September 30, 1995 as follows (in thousands):
<TABLE>
<CAPTION>
Increase
-------------------
Amount %
---------- -----
<S> <C> <C>
Total assets 562,233 19.8%
Securities 14,599 3.6%
Mortgage loans held
for sale 79,901 132.0%
Loans, net of
unearned income 468,357 22.4%
Deposits 368,298 17.0%
</TABLE>
Securities:
Investment securities and securities available for sale have increased
$14.6 million from December 31, 1994 to September 30, 1995. The primary reason
for the increase was the securities acquired in the Brundidge Banking merger
and purchases of an additional $13 million in Federal Home Loan Bank Stock.
These increases were partially offset by maturities.
Loans and Mortgage Loans Held for Sale:
Included in this increase in loans, net of unearned income, are $32
million in loans acquired with Brundidge Banking. The remaining $436 million
increase in loans represents internal loan growth at an annualized rate of 28%.
Approximately $192 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 $638.7 million and $1,004.2 million and
sales thereof amounted to approximately $ 558.8 million and $1,307.6 million
for the nine months ended September 30, 1995 and 1994, respectively.
<PAGE> 11
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Management's Discussion, Continued
Gross loans by category and summary of loan loss experience are shown in the
following schedules.
<TABLE>
<CAPTION>
GROSS LOANS BY CATEGORY September 30, December 31, September 30,
(In thousands) 1995 1994* 1994*
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Commercial, financial, and
agricultural $ 350,554 $ 298,708 $ 274,201
Real estate-commercial 592,325 574,155 548,602
Real estate-construction 205,627 152,423 148,176
Real estate-residential 1,163,355 857,639 805,084
Installment and consumer 203,009 169,577 164,695
Other 47,761 41,577 39,507
- ----------------------------------------------------------------------------------------------------------------
Total loans $2,562,631 $2,094,079 $1,980,265
- ----------------------------------------------------------------------------------------------------------------
Percent of loans in each
category to total loans:
Commercial financial, and
agricultural 13.7% 14.3% 13.9%
Real estate-commercial 23.1% 27.4% 27.7%
Real estate-construction 8.0% 7.3% 7.5%
Real estate-residential 45.4% 40.9% 40.6%
Installment and consumer 7.9% 8.1% 8.3%
Other 1.9% 2.0% 2.0%
- ----------------------------------------------------------------------------------------------------------------
100.0% 100.0% 100.0%
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
* As Restated
Loans secured by commercial real estate and other commercial loans
increased $18 million and $52 million, respectively during the first nine
months of 1995. The increase in real estate - residential loans of $306
million, is primarily due to the ARM loans originated by Colonial Mortgage
Company 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>
Nine Months Year Nine Months
Ended Ended Ended
September 30, December 31, September 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 1,243 1,836 1,424
Real estate-commercial 334 1,143 830
Real estate-construction 32 2 2
Real estate-residential 156 357 179
Installment and consumer 1,120 1,635 1,102
Other 115 168 134
- -------------------------------------------------------------------------------------------------------------
Total charge-offs 3,000 5,141 3,671
- -------------------------------------------------------------------------------------------------------------
Recoveries:
Commercial, financial, and
agricultural 357 1,646 1,383
Real estate-commercial 12 202 30
Real estate-construction 11 12 12
Real estate-residential 149 77 78
Installment and consumer 980 1,430 1,110
Other 30 43 38
- -------------------------------------------------------------------------------------------------------------
Total recoveries 1,539 3,410 2,651
- -------------------------------------------------------------------------------------------------------------
Net charge-offs 1,461 1,731 1,020
Addition to allowance charged to
operating expense 3,430 6,481 4,714
Allowance added from bank
acquisitions 312 27 27
- -------------------------------------------------------------------------------------------------------------
Allowance for possible loan
losses-end of period $35,691 $33,410 $32,354
- -------------------------------------------------------------------------------------------------------------
</TABLE>
* As Restated
<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 $1,080,000 from December 31, 1994.
Management continuously monitors and evaluates recoverability of problem assets
and adjusts loan loss reserves accordingly. The loan loss reserve is 1.39% of
loans at September 30, 1995. The increase in allowance since year end has been
due to provisions in excess of net charge-offs totaling $1,969,000 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>
September 30, December 31, September 30,
1995 1994* 1994*
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nonaccrual loans $ 7,951 $ 8,293 $ 9,923
Restructured loans 1,256 2,360 1,581
- ---------------------------------------------------------------------------------------
Total nonperforming loans 9,207 10,653 11,504
Other real estate owned 8,806 8,440 8,923
- ---------------------------------------------------------------------------------------
Total nonperforming assets $18,013 $19,093 $20,427
- ---------------------------------------------------------------------------------------
Aggregate loans contractually
past due 90 days for which
interest is being accrued $ 2,822 $ 2,559 $ 5,666
Net charge-offs year-to-date 1,461 1,731 1,020
- ---------------------------------------------------------------------------------------
RATIOS
Period end:
Total nonperforming assets as
a percent of net loans and
other real estate 0.70% 0.91% 1.03%
Allowance as a percent of net
loans 1.39% 1.60% 1.63%
Allowance as a percent of
nonperforming assets 198% 175% 158%
Allowance as a percent of
nonperforming loans 388% 314% 281%
For the period ended:
Net charge-offs as a percent of
average net loans
(annualized basis) 0.08% 0.09% 0.07%
- ---------------------------------------------------------------------------------------
</TABLE>
* As Restated
<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 $104 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 September 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 approximately $10 million will not
be collected as scheduled and therefore are considered impaired (See Note D).
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>
September 30, Dec. 31, September 30,
(In thousands) 1995 1994* 1994*
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Commercial, financial, and
agricultural $ 6,807 $ 6,010 $ 5,892
Real estate-commercial 10,934 12,168 12,329
Real estate-construction 3,146 3,156 2,843
Real estate-mortgage 11,633 8,560 7,890
Installment and consumer 1,890 2,227 2,260
Other 1,281 1,289 1,140
- -------------------------------------------------------------------------------------
TOTAL $35,691 $33,410 $32,354
- -------------------------------------------------------------------------------------
</TABLE>
* As Restated
<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 $305 million from $858 million at December 31,
1994 to $1,163 million at September 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 Company. 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 $420 million outstanding
at September 30, 1995. This source of funding 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 100.9% at September 30, 1995.
BancGroup has also initiated a brokered Certificate of Deposit (CD) program to
offer CD's in increments of $1,000 to $99,000 to out of market customers at
competitive rates and maturities. At September 30, 1995, $50 million of CDs
are outstanding under this program at rates ranging from 5.30% to 5.65%
maturing in 6 to 24 months. Rate sensitivity is also constantly monitored.
BancGroup's one year asset/liability gap is comparable to December 31, 1994 at
slighty above negative 1% of assets as of September 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 tier one leverage ratio. Tangible capital for BancGroup
at September 30, 1995 consists of $223.2 million of equity less $18.1 million
in intangibles providing a 6.16% tier one leverage ratio at September 30, 1995
compared to 6.34% at December 31, 1994. The ratio of shareholders' equity to
total assets at September 30, 1995 was 6.56% 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 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 SEPTEMBER 30, 1995 AND 1994:
SUMMARY:
BancGroup's net income increased $3,124,000 from $7,078,000 or $0.58
per fully diluted share to $10,202,000 or $0.80 per fully diluted share for the
three months ended September 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 NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994:
SUMMARY:
BancGroup's net income increased $8,087,000 from $20,666,000 or $1.69
per fully diluted share to $28,753,000 or $2.27 per fully diluted share for the
nine months ended September 30, 1994 and 1995, respectively. This increase is
primarily attributable to an increase in net interest margin and noninterest
income partially off-set by an increase in noninterest expense.
<PAGE> 17
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCREASES (DECREASES)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
(Dollars in thousands) Three Months Ended September 30,
1995 Change from 1994
Increases (Decreases)
-----------------------------------
Due to (1)
Total Volume Rate
---------- ---------- -------------
<S> <C> <C> <C>
Interest Income:
Total Loans, net $19,092 $13,479 $ 5,613
Mortgage loans held for sale (169) (342) 173
Investment securities and securities
available for sale 904 (1,237) 2,141
Other interest earning assets 8 (166) 174
------- ------- -------
Total interest income (2) 19,835 11,734 8,101
------- ------- -------
Interest Expense:
Interest bearing deposits 9,448 1,836 7,612
Short-term borrowings 5,784 3,873 1,911
Long-term debt (23) (2,142) 2,119
------- ------- -------
Total interest expense 15,209 3,567 11,642
------- ------- -------
Net interest income $ 4,626 $ 8,167 ($3,541)
------- ------- -------
</TABLE>
(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.
<PAGE> 18
THE COLONIAL BANCGROUP, INC.
AVERAGE VOLUME AND RATES
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
September 30, 1995 September 30, 1994*
------------------------- ------------------------
Average Average
(Dollars in thousands) Volume Interest Rate Volume Interest Rate
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Loans, net............................................. $2,472,160 $56,182 9.03% $1,927,464 $40,141 8.24%
Mortgage loans held for sale........................... 159,943 3,112 7.78% 76,632 1,627 8.31%
Investment securities and securities available for sale 427,485 6,833 6.38% 397,531 5,830 5.85%
Other interest-earning assets.......................... 5,773 87 5.95% 9,488 153 6.28%
- ---------------------------------------------------------------------------- ------------------
Total interest-earning assets(1)....................... 3,065,361 $66,214 8.59% 2,411,115 $47,751 7.86%
- ---------------------------------------------------------------------------- ------------------
Nonearning assets...................................... 284,208 256,540
- -------------------------------------------------------------------- -----------
Total assets......................................... $3,349,569 $2,667,655
- -------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity:
Interest-bearing deposits.............................. $2,022,001 $25,942 5.09% $1,810,572 $17,126 3.75%
Short-term borrowings.................................. 543,855 8,335 6.00% 205,666 2,435 4.63%
Long-term debt......................................... 42,931 847 7.89% 85,103 878 4.13%
- ---------------------------------------------------------------------------- ------------------
Total interest-bearing liabilities..................... 2,608,787 $35,124 5.33% 2,101,341 $20,439 3.86%
- ---------------------------------------------------------------------------- ------------------
Noninterest-bearing demand deposits.................... 479,782 325,327
Other liabilities...................................... 43,410 55,864
- -------------------------------------------------------------------- -----------
Total liabilities...................................... 3,131,979 2,482,532
Shareholders' equity................................... 217,590 185,123
- -------------------------------------------------------------------- -----------
Total liabilities and shareholders' equity............... $3,349,569 $2,667,655
- -------------------------------------------------------------------------------------------------------------
Rate differential........................................ 3.26% 4.00%
Net yield on interest-earning assets..................... $31,090 4.02% $27,312 4.49%
- -------------------------------------------------------------------------------------------------------------
</TABLE>
*As restated
(1) Interest earned and average rates on obligations of states and political
subdivisions are reflected on a tax eqivalent basis. Tax equivalent
interest earned is: actual interest earned times 145%. The taxable
equivalent interest 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%.
<PAGE> 19
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCREASES (DECREASES)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
(Dollars in thousands) Nine Months Ended September 30,
1995 Change from 1994
Increases (Decreases)
-----------------------------------
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)
------- ------- -------
</TABLE>
(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.
<PAGE> 20
THE COLONIAL BANCGROUP, INC.
AVERAGE VOLUME AND RATES
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
September 30, 1995 September 30, 1994*
-------------------------- -------------------------
Average Average
(Dollars in thousands) Volume Interest Rate Volume Interest Rate
- ---------------------------------------------------------- -----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Loans, net............................................. $2,319,950 $156,522 9.02% $1,864,864 $111,831 8.02%
Mortgage loans held for sale........................... 92,852 5,428 7.79% 149,763 8,589 7.56%
Investment securities and securities available for sale 420,345 19,840 6.30% 410,970 17,162 5.57%
Other interest-earning assets.......................... 7,478 338 6.03% 14,672 419 3.82%
- --------------------------------------------------------------------------------- -------------------
Total interest-earning assets(1)....................... 2,840,625 $182,128 8.57% 2,440,269 $138,001 7.56%
- --------------------------------------------------------------------------------- -------------------
Nonearning assets...................................... 270,312 267,401
- ----------------------------------------------------------------------- -----------
Total assets......................................... $3,110,937 $2,707,670
- -----------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity:
Interest-bearing deposits.............................. $1,928,982 $ 70,247 4.87% $1,839,637 $ 50,220 3.65%
Short-term borrowings.................................. 454,274 20,917 6.09% 216,790 6,484 3.97%
Long-term debt......................................... 49,652 2,884 7.74% 81,860 2,504 4.09%
- -------------------------------------------------------------------------------- -------------------
Total interest-bearing liabilities..................... 2,432,908 $ 94,048 5.16% 2,138,287 $ 59,208 3.70%
- -------------------------------------------------------------------------------- -------------------
Noninterest-bearing demand deposits.................... 429,713 317,875
Other liabilities...................................... 40,591 71,030
- ----------------------------------------------------------------------- ----------
Total liabilities...................................... 2,903,212 2,527,192
Shareholders' equity................................... 207,725 180,478
- ----------------------------------------------------------------------- ----------
Total liabilities and shareholders' equity............... $3,110,937 $2,707,670
- -----------------------------------------------------------------------------------------------------------------
Rate differential........................................ 3.41% 3.86%
Net yield on interest-earning assets..................... $ 88,080 4.15% $ 78,793 4.32%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
*As restated
(1) Interest earned and average rates on obligations of states and political
subdivisions are reflected on a tax eqivalent basis. Tax equivalent
interest earned is: actual interest earned times 145%. The taxable
equivalent interest 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%.
<PAGE> 21
NET INTEREST INCOME:
Net interest income on a tax equivalent basis increased $3.8 million
to $31.1 million for the quarter ended September 30, 1995 from $27.3 million
for the quarter ended September 30, 1994. The net yield on interest earning
assets decreased from 4.49% to 4.02% for the three months ended September 30,
1994 and 1995, respectively, while the rate differential decreased from 4.00%
to 3.26% for the three month period ended September 30, 1994 compared to 1995.
Net interest income on a tax equivalent basis for the nine months
ended Septemer 30, 1995 increased $9.3 million from $78.8 million for the nine
months ended September 30, 1994 to $88.1 million for the same period in 1995.
The net yield on interest earning assets decreased from 4.32% to 4.15% for the
nine months ended September 30, 1994 and 1995, respectively, while the rate
differential decreased from 3.86% to 3.41% for the same period.
As reflected on the previous tables the increases for the three and
nine months were primarily attributable to loan growth and increasing rates.
LOAN LOSS PROVISION:
The provision for loan losses for the first nine months of 1995 was
$3,430,000 compared to $4,714,000 for the same period in 1994. Asset quality
has remained very good. The current allowance for loan losses provides a 198%
coverage of nonperforming assets compared to 175% at December 31, 1994 and 158%
at September 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 third quarter of 1995
compared to the third quarter of 1994 of $2.0 million is primarily due to
increased servicing related fee income of $1.8 million and additional fees on
deposit accounts of $400,000 with off-setting decreases of $200,000 in other fee
income primarily related to the origination and sale of mortgage loans.
Noninterest income increased $3.7 million for the nine months ended
September 30, 1995 compared to the same period for 1994. This increase was
primarily due to increased servicing related fee income of $4.2 million,
additional fees on deposit accounts of $1.1 million, net gains on sales of
Other Real Estate of $408,000 and additional fee income from ATMs of $386,000.
These increases are partially off-set by decreases in income related to the
origination and sales of mortgage loans of $1.1 million, and decreases in
commissions from security and annuity sales of $234,000.
The acquisition of Colonial Mortgage provides additional sources of
noninterest income to BancGroup through fees from its $8.2 billion servicing
portfolio as well as loan originations from its 8 regional offices. Colonial
Mortgage originates loans in 20 states. This noninterest income was $7.7
million and $4.4 million for the three months ended September 30, 1995 and 1994,
respectively and $20.3 million and $16.4 million for the nine months ended
September 30, 1995 and 1994, respectively.
<PAGE> 22
OVERHEAD EXPENSES:
BancGroup's net overhead expense (total noninterest expense less
noninterest income excluding security gains) was $13.3 million and $14.1
million for the three months ended September 30, 1995 and 1994, respectively
and $38.3 million and $41.1 million for the nine months ended September 30,
1995 and 1994, respectively.
Salary and benefit expense decreased $0.6 million and $2.6 million for the
three months and nine months ended September 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 in 1995
and by Colonial Bank in conjunction with reengineering 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 reengineering plan previously mentioned. In the third
quarter BancGroup's Alabama subsidiary bank received a deposit insurance
premium refund from the Federal Deposit Insurance Corporation (FDIC) for
assessments paid after June 1, 1995 of approximately $ 1 million. The FDIC at
the same time reduced rates paid for deposits in the Bank Insurance Fund (BIF).
BancGroup's subsidiary banks also pay deposit insurance premiums to the Savings
Association Insurance Fund (SAIF) in addition to the BIF premiums previously
discussed. These deposits came from BancGroups acquisitions of savings
association institutions. Legislation is currently pending for a one time
assessment to fully fund the SAIF fund and lower its future premium rates.
BancGroup currently has approximately $700 million insured in the SAIF fund.
The impact of this additional assessment cannot be accurately determined until
the assessments are made by FDIC.
PROVISION FOR INCOME TAXES:
BancGroup's provision for income taxes is based on an approximately
35.4% and 34.3% estimated annual effective tax rate for the years 1995 and
1994, respectively. The provision for income taxes for the nine months ended
September 30, 1995 and 1994 was $15,734,000 and $10,800,000, respectively.
<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
Exhibit 11 - Calculation of earnings per share (attached)
Exhibit 27 - Financial Data Schedule (for SEC use only)
<PAGE> 25
EXHIBIT 11
COMUPTATION OF EARNINGS PER SHARE
September 30, 1995
<TABLE>
<CAPTION>
Primary Fully Diluted
----------------- -----------------
Quarter Y-T-D Quarter Y-T-D
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income $10,202 $28,753 $10,202 $28,753
Interest expense on $7,483,625, 12.75%
convertible subordinated debentures 244 724
Interest expense on $9,926,000, 7.50%
convertible subordinated debentures 190 565
Tax effect @ 35.63% for the quarter and
35.37% for the nine months ended (155) (456)
September 30, 1995
------- ------- ------- -------
Net income $10,202 $28,753 $10,481 $29,586
------- ------- ------- -------
Average shares outstanding 12,243 12,135 12,243 12,135
Effect of stock options 119 112 119 112
------- ------- ------- -------
Primary average shares outstanding 12,362 12,247 12,362 12,247
------- ------- ------- -------
Contingent shares:
Addtional effect of stock options
Effect of convertible debentures: 1 6
$7,483,625 / $18.25 410 410
$9,926,000 / $28.00 354 354
------- -------
Fully diluted average shares outstanding 13,127 13,017
------- -------
Earnings per share:
------- ------- ------- -------
Net income $ 0.83 $ 2.35 $ 0.80 $ 2.27
------- ------- ------- -------
</TABLE>
<PAGE> 26
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: November 14, 1995
-----------------
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 100,485
<INT-BEARING-DEPOSITS> 3,737
<FED-FUNDS-SOLD> 1,250
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 114,057
<INVESTMENTS-CARRYING> 305,407
<INVESTMENTS-MARKET> 306,421
<LOANS> 2,562,386
<ALLOWANCE> 35,691
<TOTAL-ASSETS> 3,400,577
<DEPOSITS> 2,539,762
<SHORT-TERM> 526,418
<LIABILITIES-OTHER> 69,746
<LONG-TERM> 41,423
<COMMON> 30,622
0
0
<OTHER-SE> 192,606
<TOTAL-LIABILITIES-AND-EQUITY> 3,400,577
<INTEREST-LOAN> 161,004
<INTEREST-INVEST> 18,891
<INTEREST-OTHER> 338
<INTEREST-TOTAL> 180,233
<INTEREST-DEPOSIT> 70,247
<INTEREST-EXPENSE> 94,048
<INTEREST-INCOME-NET> 86,185
<LOAN-LOSSES> 3,430
<SECURITIES-GAINS> 4
<EXPENSE-OTHER> 74,810
<INCOME-PRETAX> 44,487
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28,753
<EPS-PRIMARY> 2.35
<EPS-DILUTED> 2.27
<YIELD-ACTUAL> 4.15
<LOANS-NON> 7,951
<LOANS-PAST> 2,822
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 104,000
<ALLOWANCE-OPEN> 33,410
<CHARGE-OFFS> 3,000
<RECOVERIES> 1,539
<ALLOWANCE-CLOSE> 35,691
<ALLOWANCE-DOMESTIC> 35,691
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
