SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark one)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 333-74817
---------
MAIN PLACE FUNDING, LLC
-----------------------
(Exact name of registrant as specified in its charter)
Delaware 57-0236115
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 North Tryon Street, Charlotte, NC 28255
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(704) 388-7436
--------------
(Registrant's telephone number, including area code)
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
--- ---
On May 17, 1999, there were no shares of common stock outstanding. As of May 17,
1999, members' interests consisted of ownership percentages of 99 percent and
1 percent for NationsBank, N.A. and Main Place Trust, respectively.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (a)
AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
<PAGE>
MAIN PLACE FUNDING, LLC
March 31, 1999 FORM 10-Q
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Income for the Three Months Ended
March 31, 1999 and 1998 3
Balance Sheet on March 31, 1999 and December 31, 1998 4
Statement of Cash Flows for the Three Months Ended
March 31, 1999 and 1998 5
Statement of Changes in Members' and Shareholders'
Equity for the Three Months Ended March 31, 1999 and 1998 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
Signature 13
Index to Exhibits 14
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
MAIN PLACE FUNDING, LLC
STATEMENT OF INCOME
(Dollars in Thousands)
Three Months
Ended March 31
-----------------------
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
INCOME
Interest and fees on loans $ 233,069 $ 312,799
Interest on securities 141,756 384,267
Interest on time deposits placed 154,608 246,354
Gains on sales of available for sale securities 2,498 1,274
----------------------
Total income 531,931 944,694
----------------------
EXPENSES
Interest on securities sold under agreements
to repurchase 89,939 301,157
Interest on long-term debt 33,268 59,991
Provision for credit losses - 7,400
Other operating expenses 6,320 10,424
----------------------
Total expenses 129,527 378,972
----------------------
Income before income taxes 402,404 565,722
Income tax expense - 198,003
----------------------
NET INCOME $ 402,404 $ 367,719
======================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
MAIN PLACE FUNDING, LLC
BALANCE SHEET
(Dollars in Thousands)
March 31 December 31
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 1,365,716 $ 2,219,988
Time deposits placed with affiliates 13,600,000 12,000,000
Securities:
Held for investment, at cost (market value -
$127,955 and $201,220) 127,751 201,190
Available for sale 7,428,729 8,794,598
---------------------------
Total securities 7,556,480 8,995,788
---------------------------
Amount due from Trustee 201,492 272,237
Loans, net of unearned income 12,795,126 13,092,178
Allowance for credit losses (36,873) (37,599)
---------------------------
Loans, net of unearned income and allowance
for credit losses 12,758,253 13,054,579
---------------------------
Interest receivable 123,003 127,536
Accounts receivable from affiliates 141,861 188,333
Other assets 77,052 92,445
---------------------------
$35,823,857 $36,950,906
===========================
LIABILITIES
Accrued expenses $ 1,562 $ 933
Accrued expenses due to affiliates 578,648 590,623
Securities sold under agreements to
repurchase from affiliates 7,200,592 8,658,818
Long-term debt 2,499,896 2,499,879
---------------------------
10,280,698 11,750,253
---------------------------
MEMBERS' EQUITY
Accumulated other comprehensive income 160,183 220,081
Contributed equity 24,980,572 24,980,572
Undistributed income 402,404 -
---------------------------
Total members' equity 25,543,159 25,200,653
-----------------------------
$35,823,857 $36,950,906
=============================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
MAIN PLACE FUNDING, LLC
STATEMENT OF CASH FLOWS
(Dollars in Thousands)
Three Months
Ended March 31
---------------------------
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 402,404 $ 367,719
Reconciliation of net income to net cash
provided by operating activities
Gains on sales of securities (2,498) (1,274)
Provision for credit losses - 7,400
Net decrease (increase) in amount due
from Trustee 70,745 (152,236)
Net decrease (increase) in interest
receivable 4,533 (42,626)
Net decrease in accounts receivable
from affiliates 46,472 199,678
Net increase (decrease) in accrued expenses 629 (123,299)
Net (decrease) increase in accrued expenses
due to affiliates (11,975) 280,411
Other operating activities 18,206 (27,173)
---------------------------
Net cash provided by operating activities 528,516 508,600
---------------------------
INVESTING ACTIVITIES
Proceeds from maturities of securities held
for investment 73,792 88,610
Proceeds from sales and maturities of securities
available for sale 1,312,767 981,686
Purchases of securities available for sale - (168,704)
Net increase in time deposits placed with
affiliates (1,600,000) (150,000)
Purchases of loans (1,002,208) (2,138,895)
Collections of loans outstanding 1,291,087 1,592,075
---------------------------
Net cash provided by investing activities 75,438 204,772
---------------------------
FINANCING ACTIVITIES
Net decrease in securities sold under
agreements to repurchase (1,458,226) (702,028)
---------------------------
Net cash used in financing activities (1,458,226) (702,028)
---------------------------
Net (decrease) increase in cash and cash
equivalents (854,272) 11,344
Cash and cash equivalents at beginning of period 2,219,988 1,709,810
---------------------------
Cash and cash equivalents at end of period $1,365,716 $ 1,721,154
===========================
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Securities available for sale contributed
from affiliate - 75,182
Loans securitized and retained in the
securities portfolio - 550,963
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
MAIN PLACE FUNDING, LLC
STATEMENT OF CHANGES IN MEMBERS' AND SHAREHOLDERS' EQUITY
(Dollars in Thousands)
Accumulated Total
Class A Class B Additional Other Contri- Undistri- Members' and Compre-
Trust Trust Paid-In Retained Comprehensive buted buted Shareholders' hensive
Shares Shares Capital Earnings Income(1) Equity Income Equity Income
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE ON DECEMBER 31, 1997 $100 $1,100 $32,321,896 $ 806,236 $167,207 $ - $ - $33,296,539
Net income 367,719 367,719 $367,719
Other comprehensive income,
net of tax 9,873 9,873 9,873
Comprehensive income ---------
Net assets contributed by $377,592
NationsBank, N.A. 75,182 75,182 ========
Other (1,458) (1,458)
-------------------------------------------------------------------------------------------
BALANCE ON MARCH 31, 1998 $100 $1,100 $32,395,620 $1,173,955 $177,080 $ - $ - $33,747,855
===========================================================================================
BALANCE ON DECEMBER 31, 1998 $ - $ - $ - $ - $220,081 $24,980,572 $ - $25,200,653
Net income 402,404 402,404 $402,404
Other comprehensive income (59,898) (59,898) (59,898)
Comprehensive income ---------
------------------------------------------------------------------------------------------- $342,506
BALANCE ON MARCH 31, 1999 $ - $ - $ - $ - $160,183 $24,980,572 $402,404 $25,543,159 ========
===========================================================================================
(1) Changes in Accumulated Other Comprehensive Income includes net unrealized gains (losses) on securities available for sale.
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
MAIN PLACE FUNDING, LLC
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ACCOUNTING POLICIES
Main Place Funding, LLC (Main Place), a Delaware limited liability company, is a
subsidiary of NationsBank, N.A., which is a wholly owned indirect subsidiary of
Bank of America Corporation (the Corporation). On September 25, 1998, the
Corporation's predecessor, NationsBank Corporation (NationsBank), reincorporated
in Delaware, and on September 30, 1998, the former BankAmerica Corporation
merged into NationsBank with the latter entity surviving. In connection with
this merger, NationsBank changed its name to "BankAmerica Corporation." On April
28, 1999, BankAmerica Corporation changed its name to "Bank of America
Corporation."
Main Place is the successor by merger of Main Place Real Estate Investment Trust
(MPREIT) with and into Main Place. MPREIT was established on October 29, 1996 as
a Maryland real estate investment trust to consolidate the acquisition, holding
and management of certain closed-end residential mortgage loans owned by certain
affiliates of the Corporation. MPREIT is the successor by merger of Main Place
Funding Corporation (MPFC) as of November 1, 1996. On October 15, 1998, Main
Place Holdings Corporation, the former parent of MPREIT, merged with and into
Main Place, and on December 23, 1998, MPREIT merged with and into Main Place,
its parent company. These mergers were each accounted for in a manner similar to
a pooling of interests and, accordingly, the accompanying financial statements
include the results of operations and financial condition of the combined
entities since the beginning of the earliest period presented.
As of the December 23, 1998 merger, NationsBank, N.A. held a 99 percent
membership interest in Main Place. The other 1 percent membership interest is
held by Main Place Trust, a Delaware business trust. In connection with the
merger of MPREIT with and into Main Place, all outstanding MPREIT Class A Trust
Shares were cancelled. All outstanding MPREIT Class B Trust Shares were
converted into rights to receive cash. As a result of the December 23, 1998
merger, Main Place's ownership interests are presented in the accompanying
financial statements to reflect the equity structure of a limited liability
company. As the surviving entity, Main Place issues and sells mortgage-backed
bonds and acquires, owns, holds and pledges the related mortgage notes and other
assets serving as collateral in connection therewith. In connection with the
merger with MPREIT, Main Place assumed MPREIT's obligations under the Series
1995-2 and Series 1997-1 mortgage-backed bonds.
The information contained in the financial statements is unaudited. In the
opinion of management, all normal recurring adjustments necessary for a fair
presentation of the interim period results have been made. Certain prior period
amounts have been reclassified to conform to current period classifications.
Accounting policies followed in the presentation of interim financial results
are presented in Note 1 on pages 12 to 14 of the Annual Report on Form 10-K for
the year ended December 31, 1998.
NOTE 2 - LOANS
The following table presents the composition of loans (dollars in thousands):
<TABLE>
<CAPTION>
March 31 December 31
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Residential mortgage $12,760,874 $13,052,858
Other consumer 18,681 21,997
Commercial real estate 15,571 17,323
---------------------------
Total loans, net of unearned income $12,795,126 $13,092,178
===========================
</TABLE>
7
<PAGE>
Mortgage loans collateralizing mortgage-backed bonds were comprised of the
following (dollars in thousands):
<TABLE>
<CAPTION>
March 31 December 31
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Adjustable-rate $2,567,810 $2,419,756
Fixed-rate 1,149,179 1,265,581
---------------------------
Total mortgage loans $3,716,989 $3,685,337
===========================
</TABLE>
Transactions in the allowance for credit losses were as follows (dollars in
thousands):
<TABLE>
<CAPTION>
Three Months
Ended March 31
-----------------------
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
Balance on January 1 $37,599 $41,412
Loans charged off (866) (621)
Recoveries of loans previously charged off 140 59
Provision for credit losses - 7,400
-----------------------
Balance on March 31 $36,873 $48,250
=======================
</TABLE>
Main Place had $104.3 million of nonperforming loans on March 31, 1999 compared
to $109.8 million on December 31, 1998. Foreclosed properties on March 31, 1999
totaled $11.5 million compared to $9.1 million on December 31, 1998.
NOTE 3 - AFFILIATE TRANSACTIONS
Main Place maintains its cash and cash equivalent accounts with NationsBank,
N.A. As of March 31, 1999 and 1998, Main Place had $13.6 billion and $18.1
billion, respectively, of time deposits placed with NationsBank, N.A. Interest
income on time deposits for the three months ended March 31, 1999 and 1998 was
$154.6 million and $246.4 million, respectively.
At March 31, 1999 and 1998, Main Place had $141.9 million and $197.3 million,
respectively, of accounts receivable from affiliates of the Corporation. These
receivables are related to mortgage payments and securities principal and
interest payments in process, which generally clear within 30 days.
On March 31, 1999 and 1998, Main Place had a total of $7.2 billion and $21.4
billion, respectively, outstanding in securities sold under agreements to
repurchase from NationsBank, N.A. and NationsBanc Montgomery Securities LLC,
wholly owned indirect subsidiaries of the Corporation. Interest expense on these
securities for the three months ended March 31, 1999 and 1998 was $89.9 million
and $301.2 million, respectively. Main Place has entered into agreements with
NationsBanc Mortgage Corporation (NationsBanc Mortgage), a wholly owned indirect
subsidiary of the Corporation, and with NationsBank, N.A. for the servicing and
administration of its mortgage portfolio. Servicing fees paid to NationsBanc
Mortgage approximated $5.7 million and $9.9 million for the three months ended
March 31, 1999 and 1998, respectively, and are included in "Other operating
expenses" on the accompanying statement of income.
From time to time, Main Place purchases certain mortgage loans originated by
NationsBanc Mortgage. During the first three months of both 1999 and 1998, Main
Place purchased $1.0 billion of loans from NationsBanc Mortgage. In addition,
during the first quarter of 1998, Main Place purchased $695 million of loans
from NationsBank, N.A., as well as $425 million of loans in the secondary market
through NationsBanc Mortgage.
8
<PAGE>
Accrued expenses due to affiliates as of March 31, 1999 and December 31, 1998
included $571.9 million of allocated income taxes payable to the Corporation.
The allocated income tax expense was recognized prior to Main Place's conversion
to a limited liability company on December 23, 1998.
During the first quarter of 1998, NationsBank, N.A. contributed $75.2 million in
available for sale securities to Main Place. This contribution was recorded at
the book value of the assets contributed.
At March 31, 1999, Main Place had a revolving line of credit agreement with
NationsBank, N.A. for the benefit of the trustee under the Series 1995-2
Mortgage-Backed Bonds. The maximum borrowing allowed under this agreement, which
expires in 2000, is $82.5 million. The borrowings bear interest at prime and are
subject to a .25 percent per annum commitment fee on the unused portion of the
facility. There have been no borrowings under this agreement.
Additionally, a subsidiary of NationsBank, N.A., Bank of America Technology &
Operations, Inc., (formerly NationsBanc Services, Inc.), provides data
processing and other support services to Main Place and certain other
subsidiaries of the Corporation. These services included the completion of
substantially all of Main Place's Year 2000 software conversion projects as of
March 31, 1999. The related costs, which are expensed when billed, are included
in "Other operating expenses." Bank of America Technology & Operations, Inc. is
reimbursed through affiliate allocations to the other subsidiaries. For further
information related to the Corporation's Year 2000 efforts, refer to the section
entitled "Year 2000 Project" in the Corporation's Quarterly Report on Form 10-Q
for the period ended March 31, 1999.
9
<PAGE>
NOTE 4 - LONG-TERM DEBT
The following table displays the primary terms of Main Place's 1995-2 and
1997-1 mortgage-backed bonds as of March 31, 1999 (dollars in thousands):
<TABLE>
<CAPTION>
Series Series
1995-2 1997-1
(Issued (Issued
October 1995) March 1997)
- --------------------------------------------------------------------------------
<S> <C> <C>
Amount issued $1,500,000 $1,000,000
Reference rate 3-mo. LIBOR 3-mo. LIBOR
+17 bps +5 bps
Period-end interest rate 5.141% 5.050%
Maturity 2000 2000
Mortgage loans and cash collateralizing
mortgage-backed bonds:
Collateral-book value $2,390,338 $1,540,034
Collateral-discounted value 1,820,794 1,234,679
Collateral-approximate amount exceeding
minimum indenture requirements 238,000 180,000
</TABLE>
Interest expense on the Series 1995-2 and 1997-1 mortgage-backed bonds for the
three months ended March 31, 1999 was $33.3 million compared to interest expense
on the Series 1995-1, 1995-2 and 1997-1 mortgage-backed bonds of $60.0 million
for the same period in 1998. Main Place repaid its obligations on the Series
1995-1 mortgage-backed bonds of $1.5 billion on July 17, 1998.
On April 22, 1999, the Securities and Exchange Commission declared effective
Main Place's registration statement for the issuances of up to $5.0 billion of
additional securities. As of May 14, 1999, there has been no issuance under this
registration statement.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Total net income for the first quarter of 1999 was $402.4 million, an increase
of $34.7 million or 9.4 percent over the same period last year. The increase
primarily resulted from the elimination of income tax expense upon reorganizing
as a limited liability company on December 23, 1998, partially offset by a
larger decrease in interest income than interest expense accompanying 1999
reductions in the loan and securities portfolios. When Main Place was
reorganized as a limited liability company in 1998, it became a division of
NationsBank, N.A. for income tax purposes. Accordingly, no income tax expense
was recorded in the first quarter of 1999, compared to $198.0 million recorded
in the first quarter of 1998.
Total income was $531.9 million in the first quarter of 1999, a decrease of
$412.8 million or 43.7 percent from the same period last year. The decrease
includes a $242.5 million decline in interest on securities resulting from a
$14.1 billion reduction in the average balance of the securities portfolio to
$8.1 billion in the first quarter of 1999 from $22.2 billion in the first
quarter of 1998. The decrease also reflects a $91.7 million decline in interest
on time deposits placed resulting from a $4.9 billion reduction in the average
balance to $13.0 billion in the first quarter of 1999 from $17.9 billion in the
first quarter of 1998 and a 75 basis point decrease in the average yield to
4.83 percent in the first quarter of 1999 from 5.58 percent in the first quarter
of 1998. The remaining decrease is made up of a $79.7 million decline in
interest and fees on loans resulting from a quarter-to-quarter reduction in
outstanding loans, partially offset by a $1.2 million increase in gains on sales
of available-for-sale securities.
Total expenses, including income taxes, were $129.5 million in the first quarter
of 1999, a decrease of $447.4 million or 77.6 percent over the same period last
year.
Interest expense on securities sold under agreements to repurchase decreased
$211.2 million due to a $14.1 billion decrease in average borrowings to $7.8
billion in the first quarter of 1999 from $21.9 billion in the first quarter of
1998 and a 92 basis point decrease in the average rate paid to 4.66 percent in
the first quarter of 1999 from 5.58 percent in the first quarter of 1998. In
addition, interest expense on long-term debt decreased $26.7 million due to a
lower average balance, reflecting the repayment of mortgage-backed bonds in the
third quarter of 1998 and due to a reduction in the average rate paid on such
borrowings to 5.32 percent in the first quarter of 1999 from 6.00 percent in the
first quarter of 1998.
Other operating expenses, which primarily consist of mortgage servicing costs,
decreased $4.1 million in the first quarter of 1999 compared to the same period
last year due to a decrease in the average balance of mortgage loans
outstanding.
Main Place made no provision for credit losses in the first quarter of 1999 due
to the decline in the average balance of the loan portfolio throughout 1998 and
the $5.5 million decrease in nonperforming loans to $104.3 million on March 31,
1999 from $109.8 million on December 31, 1998. Future economic conditions and
changes in the loan portfolio may increase nonperforming loans.
For information related to the Corporation's Year 2000 efforts, refer to the
section titled "Year 2000 Project" in the Corporation's Quarterly Report on Form
10-Q for the period ended March 31, 1999.
11
<PAGE>
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
12 Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
(b) Reports on Form 8-K:
None.
12
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Main Place Funding, LLC
-----------------------
Date: May 17, 1999 /s/ NEIL A. COTTY
----------------------------------
Neil A. Cotty
Treasurer and Senior Vice President/
Principal Financial and Accounting Officer
(Principal Financial and Duly
Authorized Officer)
13
<PAGE>
MAIN PLACE FUNDING, LLC
FORM 10-Q
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
12 Ratio of Earnings to Fixed Charges.
27 Financial Data Schedule.
14
<TABLE>
<CAPTION>
MAIN PLACE FUNDING, LLC
RATIO OF EARNINGS TO FIXED CHARGES
- ---------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
Three From
Months Year Year Year Year Inception
Ended Ended Ended Ended Ended Through
March 31 December 31, December 31, December 31, December 31, December 31,
1999 1998 1997 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Income before taxes $402,404 $2,341,426 $1,294,152 $216,709 $ 48,070 $ 5,459
Fixed charges:
Interest expense 122,672 1,056,419 595,818 255,318 145,822 25,701
Amortization of debt discount
and appropriate issuance
costs 535 3,128 3,713 2,856 983 -
------------------------------------------------------------------------------------
Total fixed charges 123,207 1,059,547 599,531 258,174 146,805 25,701
Earnings before fixed charges $525,611 $3,400,973 $1,893,683 $474,883 $194,875 $31,160
===================================================================================
Fixed charges $123,207 $1,059,547 $ 599,531 $258,174 $146,805 $25,701
===================================================================================
Ratio of Earnings to Fixed
Charges 4.27 3.21 3.16 1.84 1.33 1.21
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary information extracted from the March 31, 1999
Form 10-Q for Main Place Funding, LLC and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,365,716
<INT-BEARING-DEPOSITS> 13,600,000
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 7,428,729
<INVESTMENTS-CARRYING> 127,751
<INVESTMENTS-MARKET> 127,955
<LOANS> 12,795,126
<ALLOWANCE> (36,873)
<TOTAL-ASSETS> 35,823,857
<DEPOSITS> 0
<SHORT-TERM> 7,200,592
<LIABILITIES-OTHER> 580,210
<LONG-TERM> 2,499,896
0
0
<COMMON> 0
<OTHER-SE> 25,543,159
<TOTAL-LIABILITIES-AND-EQUITY> 35,823,857
<INTEREST-LOAN> 233,069
<INTEREST-INVEST> 141,756
<INTEREST-OTHER> 154,608
<INTEREST-TOTAL> 529,433
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 123,207
<INTEREST-INCOME-NET> 406,226
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 2,498
<EXPENSE-OTHER> 6,320
<INCOME-PRETAX> 402,404
<INCOME-PRE-EXTRAORDINARY> 402,404
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 402,404
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 104,338
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 37,599
<CHARGE-OFFS> (866)
<RECOVERIES> 140
<ALLOWANCE-CLOSE> 36,873
<ALLOWANCE-DOMESTIC> 36,873
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
