<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, 1996.
-------------------
( ) 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, 1996 was
16,309,710.
<PAGE> 2
Part I, Item 1
Condensed Consolidated Financial Statements
<PAGE> 3
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CONDITION (Unaudited)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1996 1995 1995
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assets: (Restated) (Restated)
Cash and due from banks................................................ $ 150,320 $ 162,874 $ 125,645
Interest-bearing deposits in banks..................................... 4,977 6,270 4,802
Federal funds sold..................................................... 32,139 36,650
Securities available for sale.......................................... 289,378 214,293 136,201
Investment securities.................................................. 297,397 284,539 352,483
Mortgage loans held for sale........................................... 161,864 110,486 140,437
Loans, net of unearned income.......................................... 3,570,490 3,175,506 2,848,089
Less:
Allowance for possible loan losses................................... (45,098) (41,490) (39,282)
- -----------------------------------------------------------------------------------------------------------------------
Loans, net............................................................. 3,525,392 3,134,016 2,808,807
Premises and equipment................................................. 76,620 65,833 58,470
Excess of cost over tangible and identified intangible
assets acquired, net................................................. 30,624 29,460 21,438
Mortgage servicing rights.............................................. 95,076 80,053 74,489
Other real estate owned................................................ 9,246 10,020 10,360
Accrued interest and other assets...................................... 72,630 72,212 68,187
- -----------------------------------------------------------------------------------------------------------------------
Total.................................................................. $4,713,524 $4,202,195 $3,837,969
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity:
Deposits............................................................... $3,561,923 $3,204,260 $2,935,768
FHLB short-term borrowings............................................. 580,000 465,000 420,000
Other short-term borrowings............................................ 134,918 132,256 106,418
Subordinated debt...................................................... 7,760 17,113 17,410
Other long-term debt................................................... 24,605 29,150 24,070
Other liabilities...................................................... 74,401 64,952 74,265
- -----------------------------------------------------------------------------------------------------------------------
Total liabilities...................................................... 4,383,607 3,912,731 3,577,931
- -----------------------------------------------------------------------------------------------------------------------
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, 16,296,730, 15,519,688 and 14,683,701 shares issued
and outstanding at September 30, 1996, December 31, 1995 and
September 30, 1995, respectively.................................... 40,742 38,799 36,709
Additional paid in capital........................................... 172,413 159,434 138,525
Retained earnings.................................................... 118,465 90,886 84,677
Unearned compensation................................................ (699) (822)
Unrealized losses on securites available for sale, net of taxes...... (1,004) 1,167 127
- -----------------------------------------------------------------------------------------------------------------------
Total shareholders' equity............................................. 329,917 289,464 260,038
- -----------------------------------------------------------------------------------------------------------------------
Total.................................................................. $4,713,524 $4,202,195 $3,837,969
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: Restated financial results above reflect the July 3, 1996 mergers of
Colonial BancGroup with Commercial Bancorp of Georgia, Inc. and Southern
Banking Corporation. These mergers were accounted for as poolings of
interests and the financial results restated accordingly.
See Notes to the Unaudited Condensed Consolidated Financial Statements
<PAGE> 4
<TABLE>
<CAPTION>
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES Nine Months Ended Three Months Ended
CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) September 30, September 30, 1996
(Dollars in thousands, except per share amounts) -------------------------- -------------------------
1996 1995 1996 1995
- ------------------------------------------------------------------------------------------------------------------------
(Restated) (Restated)
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans.................... $232,187 $183,488 $81,402 $66,767
Interest on investments....................... 23,096 21,761 7,919 7,532
Other interest income......................... 1,780 1,634 286 718
- ------------------------------------------------------------------------------------------------------------------------
Total interest income......................... 257,063 206,883 89,607 75,017
- ------------------------------------------------------------------------------------------------------------------------
Interest Expense:
Interest on deposits.......................... 102,049 80,694 $35,503 $29,831
Interest on short-term borrowings............. 28,038 20,992 9,745 8,335
Interest on long-term debt.................... 1,948 2,889 671 848
- ------------------------------------------------------------------------------------------------------------------------
Total interest expense........................ 132,035 104,575 45,919 39,014
- ------------------------------------------------------------------------------------------------------------------------
Net Interest Income Before Provision for
Possible Loan Losses........................ 125,028 102,308 43,688 36,003
Provision for possible loan losses............ 6,023 4,155 2,555 1,433
- ------------------------------------------------------------------------------------------------------------------------
Net Interest Income After Provision for
Possible Loan Losses........................ 119,005 98,153 41,133 34,570
- ------------------------------------------------------------------------------------------------------------------------
Noninterest Income:
Mortgage servicing and origination fees....... 21,105 17,302 7,242 6,151
Service charges on deposit accounts........... 14,223 11,946 4,861 4,107
Other charges, fees and commissions........... 3,335 2,914 1,103 1,005
Securities gains, net......................... 111 (26) (1) 6
Other income.................................. 11,080 7,155 3,409 2,371
- ------------------------------------------------------------------------------------------------------------------------
Total noninterest income...................... 49,854 39,291 16,614 13,640
- ------------------------------------------------------------------------------------------------------------------------
Noninterest Expense:
Salaries and employee benefits................ 41,165 35,164 13,828 12,014
Occupancy expense, net........................ 8,848 7,765 3,001 2,684
Furniture and equipment expenses.............. 8,346 6,859 2,778 2,341
Amortization of mortgage servicing rights..... 8,954 5,950 3,238 2,217
Amortization of intangible assets............. 1,513 1,084 523 374
SAIF special assessment....................... 3,817 3,817
Other expense................................. 35,216 30,227 11,522 10,413
- ------------------------------------------------------------------------------------------------------------------------
Total noninterest expense..................... 107,859 87,049 38,707 30,043
- ------------------------------------------------------------------------------------------------------------------------
Income before income taxes 61,000 50,395 19,040 18,167
Applicable income taxes....................... 21,650 17,963 6,740 6,502
- ------------------------------------------------------------------------------------------------------------------------
Net Income.................................... $39,350 $32,432 $12,300 $11,665
- ------------------------------------------------------------------------------------------------------------------------
Earnings per share:
Primary...................................... 2.39 $2.19 0.74 $0.78
Fully diluted................................ 2.37 2.13 0.73 0.76
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: Restated financial results above reflect the July 3, 1996 mergers of
Colonial BancGroup with Commercial Bancorp of Georgia, Inc. and Southern
Banking Corporation. These mergers were accounted for as poolings of
interests and the financial results restated accordingly.
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>
Nine Months Ended
September 30,
1996 1995
-------- --------
<S> <C> <C>
Net cash used in operating activities ($3,729) ($36,819)
-------- --------
Cash flows from investing activities:
Proceeds from maturities of securities available
for sale 57,428 10,937
Proceeds from sales of securities available for sale 3,425 25
Purchase of securities available for sale (44,654) (32,060)
Proceeds from maturities of investment securities 108,971 71,040
Purchase of investment securities (131,809) (52,332)
Net decrease in short-term securities 10,000 -
Net increase in loans (432,816) (472,754)
Cash received in bank acquisitions 8,471 5,118
Capital expenditures (15,970) (6,384)
Proceeds from sale of other real estate owned 5,564 6,880
Other, net 30 146
-------- --------
Net cash used in investing activities (431,360) (469,384)
-------- --------
Cash flows from financing activities:
Net increase in demand, savings, and time deposits 286,738 385,219
Net increase in federal funds purchased, repurchase
agreements and other short-term borrowings 110,048 169,861
Proceeds from issuance of long-term debt 5,017 5,841
Repayment of long-term debt (3,664) (54,428)
Proceeds from issuance of common stock 2,733 792
Dividends paid (11,769) (7,620)
-------- --------
Net cash provided by financing activities 389,103 499,665
-------- --------
Net decrease in cash and cash equivalents (45,986) (6,538)
Cash and cash equivalents at beginning of year 201,283 173,635
-------- --------
Cash and cash equivalents at September 30 $155,297 $167,097
-------- --------
Supplemental Disclosure of cash flow information:
Cash paid during the nine months for:
Interest $131,542 $97,076
Income taxes 22,430 19,010
Non-cash investing activities:
Transfer of loans to other real estate $3,309 $4,611
Origination of loans for the sale of other real estate 205 435
Securitization of mortgage loans 87,641
Non-cash financing activities:
Conversion subordinated debentures $9,228
Assets acquired in business combinations 78,505 $55,136
Liabilities assumed in business combinations 75,905 48,928
</TABLE>
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
1995 annual report. These unaudited interim financial statements should be read
in conjunction with the audited financial statements and footnotes included in
BancGroup's 1995 annual report and also the restated audited financial
statements and footnotes included in BancGroup's 8-K/A filing dated October 9,
1996.
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, 1996 and the results of operations and cash flows for the
interim periods ended September 30, 1996 and 1995. All 1996 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 - BUSINESS COMBINATONS
On April 19, 1996 BancGroup's subsidiary Colonial Bank purchased
approximately $31 million in assets and assumed approximately $31 million in
liabilities of the Enterprise, Alabama branch of First Federal Bank of
Tuscaloosa.
On July 3, 1996 BancGroup completed the combination with Commercial
Bancorp of Georgia, Inc. Commercial Bancorp's subsidiary, Commerial Bank of
Georgia ("Commercial"), became a wholly owned subsidiary of BancGroup.
Commercial had assets of approximately $233 million and deposits and other
liabilities of approximately $212 million. Commercial operated seven
full-service offices in the northern area of Atlanta.
On July 3, 1996 BancGroup completed the combination with Southern
Banking Corporation. Southern Banking Corporation's subsidiary Southern Bank of
Central Florida ("Southern")became a wholly-owned subsidiary of BancGroup.
Southern had approximately $232 million in assets and deposits and other
liabilities of approximately $214 million. Southern operated eight branch
locations in the three county central florida area.
<PAGE> 7
Both the Commercial and Southern mergers were accounted for as
poolings of interests and therefore, the prior periods financial results have
been restated.
On July 8, 1996 BancGroup completed the combination with Dothan Federal
Savings Bank ("Dothan Federal"). Dothan Federal had approximately $49 million
in assets and deposits and other liabilities of approximately $45 million.
Dothan Federal had one branch office in Dothan, Alabama. The Dothan combination
was accounted for as a purchase with the issuance of 77,345 shares of BancGroup
Common Stock and payment of $2.6 million in cash to Dothan Federal shareholders.
On July 23, 1996, BancGroup entered into a definitive agreement to
merge Tomoka Bancorp, Inc. ("Tomoka") into Colonial BancGroup. Tomoka's
subsidiary Tomoka State Bank based in Ormond Beach, Florida will be merged into
BancGroup's subsidiary, Colonial Bank, headquartered in Orlando, Florida.
Tomoka has assets of approximately $72 million and deposits of approximately
$63 million. Tomoka currently has four offices located in Ormond Beach, New
Smyrna Beach, Pierson and Port Orange, Florida.
On July 25, 1996, BancGroup entered into a definitive agreement to
merge First Family Financial Corporation ("First Family") into BancGroup.
First Family Financial Corporation's subsidiary First Family Bank, FSB, based
in Eustis, Florida, will become a wholly-owned subsidiary of BancGroup. At
September 30, First Family has assets of approximately $170 million and
deposits of approximately $158 million. First Family has six offices located
in Lake County, Florida which is considered part of the Orlando Metropolitan
area.
On September 12, 1996, BancGroup entered into a definitive
agreement to merge D/W Bankshares, Inc. ("Bankshares") into
BancGroup. Bankshares is a Georgia corporation and is a holding company for
Dalton/Whitfield Bank & Trust located in Dalton, Georgia. Bankshares will be
merged into BancGroup's subsidiary, Colonial Bank, headquartered in
Lawrenceville, Georgia. At September 30, 1996, Bankshares had assets of $130
million, deposits of $116 million and stockholders' equity of $11 million.
BancGroup has signed a definitive agreement dated October 25, 1996, to
merge Jefferson Bancorp, Inc. ("Jefferson") into BancGroup. Jefferson is a
Florida corporation and is a holding company for Jefferson Bank of Florida
located in Miami Beach, Florida. At September 30, 1996, Jefferson has assets of
approximately $459
<PAGE> 8
million, deposits of approximately $386 million and stockholders' equity of
$38 million.
BancGroup has signed a letter of intent dated September 20, 1996, to
merge Fort Brooke Bancorporation ("Fort Brooke") into BancGroup. Fort Brooke is
a Florida corporation and is a holding company for Fort Brooke Bank located in
Tampa, Florida. Fort Brooke will be merged into BancGroup's subsidiary
Colonial Bank, headquartered in Orlando, Florida. At September 30, 1996, Fort
Brooke has assets of approximately $193 million, deposits of approximately
$174 million and stockholders' equity of approximately $16 million.
BancGroup has also entered into a definitive agreement to acquire The
Union Bank in Evergreen, Alabama. At September 30, 1996 the Union Bank
had assets of approximately $53 million and stockholders' equity of $7.8
million.
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 CHANGE
BancGroup adopted Statement of Financial Accounting Standards (SFAS)
No. 121, Accounting for the Impairment of Long-Lived Assets to be disposed of
on January 1, 1996. SFAS No. 121 requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or
circumstances indicate that the carrying amount of the assets may not be
recoverable.
SFAS No. 123, Accounting for Stock-Based Compensation defines a fair
value based method of accounting for an employee stock option or similar equity
instrument. However, SFAS 123 allows an entity to continue to measure
compensation costs for those plans using the intrinsic value based method of
accounting prescribed by APB Opinion No. 25, Accounting for Stock Issued to
Employees. BancGroup has elected to continue to measure the compensation cost
for their stock option plans under the provisions of APB Opinion 25.
The adoption of SFAS 121 and 123 did not result in any adjustments to
BancGroup earnings during the nine months ended September 30, 1996.
In June 1996, the Financial Accounting Standards Board issued SFAS No.
125, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, which requires an entity to recognize the
financial and servicing assets it controls and the liabilities it has incurred,
derecognize financial assets when control has been surrendered, and derecognize
liabilities when extinguished.
<PAGE> 9
This statement distinguishes between transfers that are sales and those that
are secured borrowings.
SFAS No. 125 also provides implementation guidance for assessing
isolation of transferred assets and for accounting for transfers of partial
interests, servicing of financial assets, securitizations, transfers of
sales-type and direct financing lease receivables, securities lending
transactions, repurchase agreements, loan syndications and participations, risk
participations in banker's acceptances, factoring arrangements, transfers of
receivables with recourse, and extinguishments of liabilities.
This statement is effective for transfers and servicing of financial
assets and extinguishments of liabilities occurring after December 31, 1996 and
is to be applied prospectively. Management does not believe that the adoption
of SFAS No. 125 will have a material impact on BancGroup's financial
statements.
<PAGE> 10
Part I, Item 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
<PAGE> 11
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, 1995 to September 30,
1996 as follows (in thousands):
<TABLE>
<CAPTION>
Increase (Decrease)
-------------------
Amount %
-------- -----
<S> <C> <C>
Total assets $511,329 12.2%
Securities 87,943 17.6%
Mortgage loans held
for sale 51,378 46.5%
Loans, net of
unearned income 394,984 12.4%
Deposits 357,663 11.2%
</TABLE>
Securities:
Investment securities and securities available for sale have increased
$88 million from December 31, 1995 to September 30, 1996. The increase in
securities primarily consisted of the securitization of $87 million of 1 - 4
family residential mortgages.The remaining change in securities resulted from
the maturities and purchases of securities resulting from normal funding
operations of the Company.
Loans and Mortgage Loans Held for Sale:
The increase in loans, net of unearned income, of $395 million is
primarily from internal loan growth of approximately $423 million at an
annualized rate of 18%. This growth was partially off-set by a decrease of $87
million resulting from the securitization noted in the previous paragraph. The
remaining increase of $59 million resulted from the purchase of assets of the
Enterprise, Alabama branch of First Federal Bank of Tusculoosa and the business
combination with Dothan Federal Savings Bank. Loans increased at a 25% internal
growth rate for the full year in 1995.
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 $1028.9 million and $638.7 million and
sales thereof amounted to approximately $977.6
<PAGE> 12
million and $558.8 million for the nine months ended September 30, 1996 and
1995, respectively. The increase in originations was primarily due to the
lower interest rates which resulted in refinancings as well as new
originations.
<PAGE> 13
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, Dec. 31, September 30,
(In thousands) 1996 1995 1995
(Restated) (Restated)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Commercial, financial, and
agricultural $ 494,018 $ 436,791 $ 418,225
Real estate-commercial 762,827 692,550 663,710
Real estate-construction 347,601 335,645 297,430
Real estate-residential 1,674,391 1,451,338 1,202,366
Installment and consumer 240,869 215,043 217,800
Other 50,875 44,746 48,819
- -----------------------------------------------------------------------------------
Total loans $3,570,581 $3,176,113 $2,848,350
- -----------------------------------------------------------------------------------
Percent of loans in each
category to total loans:
Commercial financial, and
agricultural 13.8% 13.7% 14.7%
Real estate-commercial 21.4% 21.8% 23.3%
Real estate-construction 9.7% 10.6% 10.4%
Real estate-residential 46.9% 45.7% 42.2%
Installment and consumer 6.8% 6.8% 7.7%
Other 1.4% 1.4% 1.7%
- -----------------------------------------------------------------------------------
100.0% 100.0% 100.0%
- -----------------------------------------------------------------------------------
</TABLE>
Loans collateralized by commercial real estate and other commercial
loans increased approximately $70 million and $57 million, respectively during
the first nine months of 1996. Loans secured by residential real estate
increased $223 million for the same period. These loan categories continue to
be a significant source of loan growth and are concentrated in various areas
primarily in Alabama and with regard to residential real estate also in the
metropolitan Atlanta market in Georgia.
<PAGE> 14
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, Dec. 31, September 30,
(In thousands) 1996 1995 1995
(Restated) (Restated)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Allowance for possible loan
losses - January 1 $41,489 $36,985 $36,985
Charge-offs:
Commercial, financial, and
agricultural 1,948 2,781 1,927
Real estate-commercial 1,084 339 363
Real estate-construction 755 44 32
Real estate-residential 430 372 174
Installment and consumer 2,131 2,603 1,121
Other 35 163 115
- --------------------------------------------------------------------------------
Total charge-offs 6,383 6,302 3,732
- --------------------------------------------------------------------------------
Recoveries:
Commercial, financial, and
agricultural 745 777 379
Real estate-commercial 1,092 26 12
Real estate-construction 1 11 11
Real estate-residential 195 161 149
Installment and consumer 1,202 1,307 980
Other 24 45 30
- --------------------------------------------------------------------------------
Total recoveries 3,259 2,327 1,561
- --------------------------------------------------------------------------------
Net charge-offs 3,124 3,975 2,171
Addition to allowance charged to
operating expense 6,023 7,350 4,155
Allowance added from bank
mergers 710 1,129 313
- --------------------------------------------------------------------------------
Allowance for possible loan
losses-end of period $45,098 $41,489 $39,282
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 15
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Management's Discussion, Continued
Asset quality as measured by nonperforming assets remains very good at
0.85% of net loans and other real estate. Nonperforming assets have increased
$4.1 million from December 31, 1995. The increase in nonperforming assets
resulted primarily from a $6.3 million increase in nonaccrural loans and a
$1.5 million decrease in other real estate. The increase in nonaccrual loans
is primarily from three credits in Alabama and one in Georgia. Management
continuously monitors and evaluates recoverability of problem assets and
adjusts loan loss reserves accordingly. The loan loss reserve is 1.26% of loans
at September 30, 1996. The increase in allowance since year end has been due to
provisions in excess of net charge-offs totaling $2.9 million and reserves of
$710,000 from the purchase of Dothan Federal and the Enterprise branch of First
Federal Bank of Tuscaloosa. 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>
Sept. 30, Dec. 31, Sept. 30,
1996 1995 1995
(Restated) (Restated)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nonaccrual loans $20,213 $13,840 $ 8,874
Restructured loans 1,006 1,800 1,321
- -------------------------------------------------------------------------------------------
Total nonperforming loans* 21,219 15,640 10,195
Other real estate owned 9,246 10,754 11,103
- -------------------------------------------------------------------------------------------
Total nonperforming assets* $30,465 $26,394 $21,298
- -------------------------------------------------------------------------------------------
Aggregate loans contractually
past due 90 days for which
interest is being accrued $ 3,554 $ 1,381 $ 2,939
Net charge-offs (recoveries)
year-to-date 3,124 3,975 2,171
- -------------------------------------------------------------------------------------------
RATIOS
Period end:
Total nonperforming assets as
a percent of net loans and
other real estate 0.85% 0.83% 0.75%
Allowance as a percent of net
loans 1.26% 1.31% 1.38%
Allowance as a percent of
</TABLE>
<PAGE> 16
<TABLE>
<S> <C> <C> <C>
nonperforming assets 148% 157% 184%
Allowance as a percent of
nonperforming loans 213% 265% 385%
For the period ended:
Net charge-offs
as a percent of average net
loans-(annualized basis) 0.12% 0.15% 0.11%
- -------------------------------------------------------------------------------------------
</TABLE>
* Total does not include loans contractually past due 90 days or more which
are still accruing interest.
<PAGE> 17
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 $129 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, 1996 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 $12 million 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.
<PAGE> 18
ALLOCATION OF THE ALLOWANCE FOR POSSIBLE LOAN LOSSES
<TABLE>
<CAPTION>
Sept. 30, Dec. 31, Sept. 30,
(In thousands) 1996 1995 1995
(Restated) (Restated)
- ------------------------------------------------------------------------
<S> <C> <C> <C>
Commercial, financial, and
agricultural $ 8,498 $ 8,020 $ 7,595
Real estate-commercial 14,482 13,662 11,851
Real estate-construction 9,294 7,233 4,405
Real estate-mortgage 8,372 7,256 12,064
Installment and consumer 3,202 3,076 2,056
Other 1,250 2,242 1,311
- ------------------------------------------------------------------------
TOTAL $45,098 $41,489 $39,282
- ------------------------------------------------------------------------
</TABLE>
<PAGE> 19
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. To assist in funding
a projected 18% annualized growth in loans, BancGroup has credit facilities at
the Federal Home Loan Bank (FHLB). FHLB of Atlanta has established credit
availability in an amount up to $850 million with only $580 million outstanding
at September 30, 1996. This source of credit reduces BancGroup's dependency on
deposits as a source of liquidity resulting in a loan to deposit ratio of 100.2%
at September 30, 1996 and 99.1% at December 31, 1995. In 1995, BancGroup
initiated a brokered Certificate of Deposit (CD) program in conjunction with
Merrill Lynch to offer CD's in increments of $1,000 to $99,000 to out of market
customers at competitive rates ranging from 5.15% to 5.65% maturing in 6 to 24
month periods. At September 30,1996, $163 million is outstanding under this
program. Rate sensitivity is also constantly monitored.
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, 1996 consists of $330.9 million of equity less $30.6 million
in intangibles providing a 6.52% leverage ratio at September 30, 1996. The
ratio of shareholders' equity to total assets at September 30, 1996 was 7.00%
as compared to 6.89% at December 31, 1995. Capital levels are sufficient to
support future internally generated growth and fund the quarterly dividend
rates which are currently $0.27 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 merger or acquisition opportunities.
<PAGE> 20
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
Management's Discussion, Continued
COMPARISON OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995:
SUMMARY:
BancGroup's operating earnings for the quarter increased 27% to
$14,766,000 compared to $11,665,000 in the prior year. Operating EPS increased
16% to $.88 per share compared to $.76 per share for the previous year.
Year-to-date operating earnings per share were $2.52 compared to $2.13 for the
same period in 1995, an 18% increase.
On September 30, 1996 Congress passed a law requiring thrifts and
commercial banks which have acquired thrifts in the past to pay a special
assessment to recapitalize SAIF. As a result of acquiring several thrifts over
the past few years, Colonial has deposits insured by SAIF. This one-time
payment resulted in a pre-tax expense of $3.8 million or $0.15 per share after
tax in September. BancGroup's net income (including a one-time assessment to
recapitalize the Savings Association Insuranc Fund (SAIF)) increased $635,000
from $11,665,000 or $0.76 per fully diluted share to $12,300,000 or $0.73 per
fully diluted share for the three months ended September 30, 1995 and 1996,
respectively. BancGroup's net income increased $6,918,000 from $32,432,000 or
$2.13 per fully diluted share to $39,350,000 or $2.37 per share for the nine
months ended September 30, 1995 and 1996, respectively.
The increases in operating earnings are primarily attributable to
increases in interest earning assets and noninterest income partially off-set
by lower interest spreads and increases in loan loss provision and noninterest
expenses.
<PAGE> 21
<TABLE>
<CAPTION>
THE COLONIAL BANCGROUP, INC.
AVERAGE VOLUME AND RATES
(Unaudited) Three Months Ended September 30,
(Dollars in thousands) ------------------------------------------------------------------------
1996 1995
---------------------------------- ----------------------------------
Average Average
Volume Interest Rate Volume Interest Rate
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Loans, net............................................... $3,565,388 $78,899 8.82% $2,758,379 $64,041 9.22%
Mortgage loans held for sale............................. 134,378 2,799 8.33% 159,943 3,112 7.78%
Investment securities and securities available for sale
and other interest-earning assets....................... 541,283 8,476 6.26% 539,994 8,577 6.35%
- ---------------------------------------------------------------------------------- -----------------------
Total interest-earning assets(1)......................... 4,241,049 $90,174 8.48% 3,458,316 $75,730 8.71%
- ---------------------------------------------------------------------------------- -----------------------
Nonearning assets........................................ 393,887 322,852
- ---------------------------------------------------------------------- ----------
Total assets........................................... $4,634,936 $3,781,168
- -----------------------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity:
Interest-bearing deposits................................ $2,856,446 $35,503 4.94% $2,342,577 $29,831 5.05%
Short-term borrowings.................................... 722,613 9,745 5.36% 543,855 8,335 6.00%
Long-term debt........................................... 38,722 671 6.94% 42,931 848 7.89%
- ---------------------------------------------------------------------------------- -----------------------
Total interest-bearing liabilities....................... 3,617,781 $45,919 5.05% 2,929,363 $39,014 5.28%
- ---------------------------------------------------------------------------------- -----------------------
Noninterest-bearing demand deposits...................... 612,831 551,810
Other liabilities........................................ 78,096 46,895
- ---------------------------------------------------------------------- ----------
Total liabilities........................................ 4,308,708 3,528,068
Shareholders' equity..................................... 326,228 253,100
- ---------------------------------------------------------------------- ----------
Total liabilities and shareholders' equity................. $4,634,936 $3,781,168
- -----------------------------------------------------------------------------------------------------------------------------------
Rate differential.......................................... 3.43% 3.43%
Net yield on interest-earning assets....................... $44,255 4.15% $36,716 4.21%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: Restated financial results above reflect the July 3, 1996 mergers of
Colonial BancGroup with Commercial Bancorp of Georgia and Southern
Banking Corporation. These mergers were accounted for as poolings of
interests and the financial results restated accordingly.
(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%.
<PAGE> 22
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCREASES (DECREASES)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
(Dollars in thousands) Three Months Ended September 30
1996 Change from 1995
-----------------------------------
Due to (1)
Total Volume Rate
----------- ------------- ---------
<S> <C> <C> <C>
Interest Income:
Total Loans, Net $ 14,858 $ 90,222 $ (75,364)
Mortgage loans held for sale (313) (5,123) 4,810
Investment securities and securities
available for sale and other interest-earning assets (101) 549 (650)
--------- -------- ---------
Total interest income (2) 14,444 85,648 (71,204)
--------- -------- ---------
Interest Expense:
Interest bearing deposits 5,672 24,013 (18,341)
Short-term borrowings 1,410 22,203 (20,793)
Long-term debt (177) (80) (97)
--------- -------- ---------
Total interest expense 6,905 46,136 (39,231)
--------- -------- ---------
Net interest income $ 7,539 $ 39,512 $ (31,973)
--------- -------- ---------
</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: actual dividends times 137.7%. Tax equivalent
average rate is tax equivalent interest or dividends earned divided by
average volume.
<PAGE> 23
<TABLE>
<CAPTION>
THE COLONIAL BANCGROUP, INC.
AVERAGE VOLUME AND RATES
(Unaudited) Nine Months Ended September 30,
(Dollars in thousands) ------------------------------------------------------------------------
1996 1995
--------------------------------- -----------------------------------
Average Average
Volume Interest Rate Volume Interest Rate
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Loans, net..................................... $3,370,975 $224,899 8.91% $2,594,649 $179,174 9.23%
Mortgage loans held for sale................... 139,035 8,176 7.85% 92,852 5,428 7.79%
Investment securities and securities
available for sale
and other interest-earning assets............. 549,153 25,726 6.26% 520,336 24,347 6.24%
- ------------------------------------------------- ---------------------- ----------------------
Total interest-earning assets(1)............... 4,059,163 $258,801 8.51% 3,207,837 $208,949 8.71%
- ------------------------------------------------- ---------------------- ----------------------
Nonearning assets.............................. 388,458 312,367
- ------------------------------------------------- ---------- ----------
Total assets................................. $4,447,621 $3,520,204
- ----------------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity:
Interest-bearing deposits...................... $2,752,166 $102,049 4.95% $2,228,520 $80,694 4.84%
Short-term borrowings.......................... 686,640 28,038 5.45% 454,274 20,992 6.09%
Long-term debt................................. 38,235 1,948 6.81% 49,652 2,889 7.74%
- --------------------------------------------------------------------------- ----------------------
Total interest-bearing liabilities............. 3,477,041 $132,035 5.07% 2,732,446 $104,575 5.12%
- ------------------------------------------------- ---------------------- ----------------------
Noninterest-bearing demand deposits............ 581,747 500,699
Other liabilities.............................. 75,615 44,775
- ------------------------------------------------- ---------- ----------
Total liabilities.............................. 4,134,403 3,277,920
Shareholders' equity........................... 313,218 242,284
- ------------------------------------------------- ---------- ----------
Total liabilities and shareholders' equity....... $4,447,621 $3,520,204
- ----------------------------------------------------------------------------------------------------------------------------
Rate differential................................ 3.44% 3.59%
Net yield on interest-earning assets............. $126,766 4.17% $104,374 4.35%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: Restated financial results above reflect the July 3, 1996 mergers of
Colonial BancGroup with Commercial Bancorp of Georgia and Southern Banking
Corporation. These mergers were accounted for as poolings of interests and
the financial results restated accordingly.
(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%.
<PAGE> 24
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCREASES (DECREASES)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
(Dollars in thousands) Nine Months Ended September 30
1996 Change from 1995
-----------------------------------
Due to (1)
Total Volume Rate
----------- ------------- ---------
<S> <C> <C> <C>
Interest Income:
Total Loans, Net $ 45,725 $ 70,900 $ (25,175)
Mortgage loans held for sale 2,748 2,706 42
Investment securities and securities
available for sale and other interest-earning assets 1,379 1,304 75
--------- -------- ---------
Total interest income (2) 49,852 74,910 (25,058)
--------- -------- ---------
Interest Expense:
Interest bearing deposits 21,355 19,472 1,883
Short-term borrowings 7,046 15,545 (8,499)
Long-term debt (941) (618) (323)
--------- -------- ---------
Total interest expense 27,460 34,399 (6,939)
--------- -------- ---------
Net interest income $ 22,392 $ 40,511 $ (18,119)
--------- -------- ---------
</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 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: actual dividends times 137.7%. Tax equivalent average rate is
tax equivalent interest or dividends earned divided by average volume.
<PAGE> 25
THE COLONIAL BANCGROUP, INC. AND SUBSIDIARIES (RESTATED)
NET INTEREST INCOME:
Net interest income on a tax equivalent basis increased $7.6 million
to $44.3 million for the quarter ended September 30, 1996 from $36.7 million
for the quarter ended September 30, 1995. The net yield on interest earning
assets decreased from 4.21% to 4.15% for the three months ended September 30,
1995 and 1996, respectively, while the rate differential remained constant at
3.43% for the three month period ended September 30, 1995 and 1996.
Net interest income on a tax equivalent basis increased $22.4 million
to $126.8 million for the nine months ended September 30, 1996 from $104.4
million for the same period in 1995. The net yield on interest earning assets
decreased from 4.35% to 4.17% for the nine months ended September 30, 1995 and
1996, respectively, while the rate differential decreased from 3.59% to 3.44%
for the nine month period ended September 30, 1995 compared to 1996.
As reflected on the previous tables the increases for the three and
nine months were primarily attributable to loan growth offset by decreasing
rates. The prime rate decreased from 9% in February 1995 to 8.5% in December
1995 to 8.25% in February 1996. The slight increase in deposit rates for the
nine months is primarily due to competition in the market for time deposits as
well as the acquisition of Mt. Vernon Federal Savings Bank, a thrift, in the
fourth quarter of 1995.
LOAN LOSS PROVISION:
The provision for loan losses for the first nine months of 1996 was
$6,023,000 compared to $4,155,000 for the same period in 1995. Asset quality
has remained very good. The current allowance for loan losses provides a 148%
coverage of nonperforming assets compared to 157% at December 31, 1995 and 184%
at September 30, 1995. 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:
Noninterest income increased $3.0 million for the three months ended
September 30, 1996 compared to the same period in 1995. The increase is
primarily due to increased servicing related fee income of $1.1 million,
additional fees on deposit accounts of $0.8 million, and $1.0 million in other
income primarily related to the sale of mortgage
<PAGE> 26
loans and other real estate.
The increase in noninterest income for the nine months ended September
30, 1996 compared to the nine months ended September 30, 1995 of $10.6 million
is primarily due to $3.8 million in increased mortgage servicing fees, $2.3
million in additional fees on deposit accounts, and $3.9 million in other
income primarily related to $3.0 million from the sale of mortgage loans.
Colonial Mortgage provides additional sources of noninterest income to
BancGroup through fees from its $10.3 billion servicing portfolio as well as
loan originations from its 8 regional offices. Colonial Mortgage originates
loans in 20 states. Colonial Mortgage had noninterest income of $7.5 million
and $22.1 million for the three and nine months ended September 30, 1996,
respectively compared to $6.4 million and $17.7 million for the three and nine
months ended September 30, 1995, respectively.
OVERHEAD EXPENSES:
BancGroup's net overhead expense (total noninterest expense less
noninterest income excluding security gains) was $22.1 million and $16.4
million for the three months ended September 30,1996 and 1995, respectively and
$58.1 million and $47.8 million for the nine months ended September 30, 1996
and 1995, respectively.
Salary and benefit expense increased $1.8 million and $6.0 million for the
three and nine months ended September 30, 1996, as compared to the same periods
in 1995. The increase for the nine months was due primarily to $1.8 million
from acquisitions and $750,000 from increases in staff by Colonial Mortgage,
attributable to the higher levels of loan originations experienced in the first
nine months of 1996 compared to 1995. The remaining increase is primarily due
to staff additions in the central support areas and normal wage increases.
The increase in other noninterest expenses for the nine months has
been due to increases in merger expenses, advertising, public relations,
donations and expenses related to Colonial Mortgage loan pool pay-offs as well
as increases of other miscellaneous operating expenses. These increases were
somewhat off-set by a reduction in the Bank Insurance Fund (BIF) deposit
assessment from $.23 per $100 in deposits for a portion of 1995 to $0 per $100
in deposits for the nine month period in 1996. Other expense also includes $3.8
million in a one-time SAIF Assessment as discussed in the summary earnings.
<PAGE> 27
PROVISION FOR INCOME TAXES:
BancGroup's provision for income taxes is based on an approximately
35.5% estimated annual effective tax rate for the years 1996 and 1995,
respectively. The provision for income taxes for the nine months ended
September 30, 1996 and 1995 was $21,650,000 and $17,963,000, respectively.
<PAGE> 28
Part II
Other Information
<PAGE> 29
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
Item 5: Other Events - N/A
Form 8-K/A - Report on Form 8-K/A was filed on October 9, 1996
disclosing the amended and restated financial statements for December
31, 1995.
Exhibit 11 - Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedule (for SEC use only)
<PAGE> 30
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, 1996
-------------------------------------------
<PAGE> 1
COLONIAL BANCGROUP, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
September 30, 1996
(Unaudited)(In thousands, except per share amounts)
EXHIBIT 11
<TABLE>
<CAPTION>
Primary Fully Diluted
Q-T-D Y-T-D Q-T-D Y-T-D
------- ------- -------- --------
<S> <C> <C> <C> <C>
Net income $12,300 $39,350 $12,300 $39,350
Interest expense on $7,800,000, 7.50%
convertible subordinated debentures 181 545
Tax effect @ 35.40% for the quarter and year to date (64) (193)
------- ------- ------- -------
Net income $12,300 $39,350 $12,417 $39,702
------- ------- ------- -------
Average shares outstanding 16,270 16,039 16,270 16,039
Effect of stock options 428 426 428 426
------- ------- ------- -------
Primary average shares outstanding 16,698 16,465 16,698 16,465
------- ------- ------- -------
Contingent shares:
Addtional effect of stock options 10 11
$7,760,200/$28.00 277 277
------- -------
Fully diluted average shares outstanding 16,985 16,753
------- -------
Earnings per share:
------- ------- ------- -------
Net income $ 0.74 $ 2.39 $ 0.73 $ 2.37
------- ------- ------- -------
SAIF adjustment, net of income taxes $ 2,466 $ 2,466 $ 2,466 $ 2,466
$ 0.88 $ 2.54 $ 0.88 $ 2.52
------- ------- ------- -------
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 150,320
<INT-BEARING-DEPOSITS> 4,977
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 289,378
<INVESTMENTS-CARRYING> 297,397
<INVESTMENTS-MARKET> 298,117
<LOANS> 3,570,490
<ALLOWANCE> 45,098
<TOTAL-ASSETS> 4,713,524
<DEPOSITS> 3,561,923
<SHORT-TERM> 714,918
<LIABILITIES-OTHER> 74,401
<LONG-TERM> 32,365
0
0
<COMMON> 40,742
<OTHER-SE> 289,175
<TOTAL-LIABILITIES-AND-EQUITY> 4,713,524
<INTEREST-LOAN> 232,187
<INTEREST-INVEST> 23,096
<INTEREST-OTHER> 1,780
<INTEREST-TOTAL> 257,063
<INTEREST-DEPOSIT> 102,049
<INTEREST-EXPENSE> 29,986
<INTEREST-INCOME-NET> 125,028
<LOAN-LOSSES> 6,023
<SECURITIES-GAINS> 111
<EXPENSE-OTHER> 107,859
<INCOME-PRETAX> 61,000
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 39,350
<EPS-PRIMARY> 2.39
<EPS-DILUTED> 2.37
<YIELD-ACTUAL> 4.17
<LOANS-NON> 20,213
<LOANS-PAST> 3,554
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 128,877
<ALLOWANCE-OPEN> 41,489
<CHARGE-OFFS> 6,383
<RECOVERIES> 3,259
<ALLOWANCE-CLOSE> 45,098
<ALLOWANCE-DOMESTIC> 45,098
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
