<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10 - Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter ended September 30, 1994
/ / 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 2-81060-S
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UNITED BANCORP
(Exact name of Registrant as specified in its Charter)
OREGON
(State or other jurisdiction of incorporation or organization)
555 S.E. KANE STREET
ROSEBURG, OREGON
(Address of principal executive offices)
93-0612062
(IRS Employer Identification Number)
97470
(Zip Code)
(541) 440-2629
(Registrants' telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report.)
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
----- -----
The number of shares of common stock, par value $2.50, outstanding at September
30, 1995, was 440,441
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UNITED BANCORP AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION PAGE
--------------------- ----
Item 1: Financial Statements
--------------------
Consolidated Balance Sheets at September 30, 1995 and
December 31, 1994.............................................. 3
Consolidated Statements of Income for the three months ended
September 30,1995 and September 30, 1994....................... 5
Consolidated Statements of Income for the nine months ended
September 30, 1995 and September 30, 1994...................... 7
Consolidated Statements of Changes in Cash Flows for the nine
months ended September 30, 1995 and September 30, 1994......... 9
Computation of Earnings per Share for the three months ended
September 30, 1995 and September 30, 1994...................... 11
Computation of Earnings per Share for the nine months ended
September 30, 1995 and September 30, 1994...................... 12
Notes to Condensed Consolidated Financial Statements,
September 30, 1995............................................. 13
Item 2. Management's Discussion and Analysis of Financial Conditions
and Results of Operation....................................... 14
Part II OTHER INFORMATION.............................................. 16
Item 1. Legal Proceedings.............................................. 16
Item 2. Changes In Securities.......................................... 16
Item 3. Defaults upon Senior Securities................................ 16
Item 4. Submission of Matters to a Vote of Security Holders............ 16
Item 5. Other Information.............................................. 16
Item 6. Exhibits and Reports on Form 8-K
EX-27 Financial Data Schedule (Filed electroniccaly only)..... 16
Signatures............................................................... 17
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<PAGE> 3
UNITED BANCORP AND SUBSIDIARIES
Consolidated Balance Sheets
(In Thousands of Dollars)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------- ------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
- ------
Cash and cash equivalents:
Cash and due from banks..................... $ 2,521 $ 5,048
Interest bearing deposits with bank......... 4,587 2,020
---------- -----------
Total cash and cash equivalents......... 7,108 7,068
Securities:
Held-To-Maturity: (Fair value of $25,015
($26,197 at September 30, 1994)............. 24,976 27,551
Available-For-Sale ......................... 18,707 31,456
---------- -----------
Total Securities........................ 43,683 59,007
Loans .......................................... 39,888 33,775
Less allowance for loan losses.............. (455) (483)
---------- -----------
Net loans............................... 39,433 33,292
Bank premises, furniture and equipment........... 2,815 2,941
Accrued interest receivable and other assets..... 968 1,134
Deferred tax assets.............................. -0- 415
---------- -----------
Total Assets..................................... $ 94,007 $ 103,857
========== ===========
LIABILITIES:
- -----------
Deposits:
Demand...................................... $ 11,210 $ 12,317
Interest bearing............................ 25,486 28,099
Savings..................................... 13,466 16,550
Time Certificates:
Certificates of $100m or Larger......... 866 1,089
Certificates less than $100m............ 12,039 10,331
---------- -----------
Total Deposits.............................. 63,067 68,386
</TABLE>
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<PAGE> 4
UNITED BANCORP AND SUBSIDIARIES
Consolidated Balance Sheets
(In Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
(Unaudited) (Audited)
<S> <C> <C>
Federal funds purchased and securities sold under
agreements to repurchase......................... 10,389 13,606
Bank Line of Credit.............................. 0 4,600
Notes Payable.................................... 8,450 7,092
Debt of Employee Stock Ownership Plan............ 255 240
Other liabilities................................ 721 441
Deferred Tax Liability........................... 108 0
---------- -----------
Total Liabilities........................... 82,990 94,365
STOCKHOLDERS' EQUITY:
Common stock $2.50 par value, 5,000,000 shares
authorized; 440,441 and 438,534 issued and
outstanding at September 30, 1995 and December
31, 1994 respectively....................... 1,102 1,096
Additional paid-in capital....................... 3,513 3,484
Retained Earnings................................ 6,588 5,940
Deferred compensation under Employee Stock
Ownership Plan................................... (255) (240)
Net unrealized gains (losses) on securities
Available-For-Sale, net of $33 and $490 of deferred
income tax expense, respectively................. 69 (788)
---------- -----------
Total stockholders' equity................... 11,017 9,492
---------- -----------
Total Liabilities and Stockholders' Equity....... $ 94,007 $ 103,857
See notes to condensed consolidated financial statements.
</TABLE>
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UNITED BANCORP AND SUBSIDIARIES
Consolidated Statements of Income
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Three Months Ended
September 30, December 31,
1995 1994
(Unaudited) (Audited)
<S> <C> <C>
Interest Income
Loans....................................... $ 1,095 $ 810
Federal funds sold and interest bearing
deposits with bank.......................... 5 27
Securities
Taxable..................................... 645 791
Exempt from Federal Income Taxes............ 103 85
---------- -----------
Total Interest Income.................... 1,848 1,713
Interest Expense
Deposits.................................... 342 301
Federal funds purchased and securities sold
under agreements to repurchase.............. 108 92
Notes Payable............................... 156 102
---------- -----------
Total Interest Expense................... 606 495
Net Interest Income................... 1,242 1,218
Provision (Credit) for loan losses.......... 20 0
---------- -----------
Net Interest Income after provision
for loan losses....................... 1,222 1,218
Non-Interest Income
Service charges on deposit accounts......... 119 130
Other service charges, commissions and fees. 57 33
Other Income................................ 5 24
---------- -----------
Total Non-Interest Income................ 181 186
Non-Interest Expense
Salaries and employee benefits.............. 520 679
Net Occupancy and Equipment................. 110 143
Losses (Gains) on sale of securities........ (55) 0
Other....................................... 324 248
---------- -----------
Total Non-Interest Expense............... 929 1,070
</TABLE>
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<PAGE> 6
UNITED BANCORP AND SUBSIDIARIES
Consolidated Statements of Income
(In Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
Three Months Ended
September 30, December 31
1995 1994
(Unaudited) (Audited)
<S> <C> <C>
Income Before Income Taxes.................. 474 334
Provision for Income Taxes............... 157 106
---------- -----------
NET INCOME............................ $ 317 $ 228
See notes to condensed consolidated financial statements.
</TABLE>
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UNITED BANCORP AND SUBSIDIARIES
Consolidated Statements of Income
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, December 31,
1995 1994
(Unaudited) (Audited)
<S> <C> <C>
Interest Income
Loans....................................... $ 2,998 $ 2,346
Federal funds sold and interest bearing
deposits with bank.......................... 53 71
Securities
Taxable..................................... 2,241 2,152
Exempt from Federal Income Taxes............ 296 239
---------- -----------
Total Interest Income.................... 5,588 4,808
Interest Expense
Deposits.................................... 968 934
Federal funds purchased and securities sold
under agreements to repurchase.............. 354 236
Notes Payable............................... 542 284
---------- -----------
Total Interest Expense................... 1,864 1,453
Net Interest Income................... 3,724 3,355
Provision (Credit) for loan losses.......... 50 0
---------- -----------
Net Interest Income after provision
for loan losses....................... 3,674 3,355
Non-Interest Income
Service charges on deposit accounts......... 367 394
Other service charges, commissions and fees. 142 130
Other Income................................ 25 48
---------- -----------
Total Non-Interest Income................ 534 572
Non-Interest Expense
Salaries and employee benefits.............. 1,649 1,624
Occupancy and Equipment..................... 446 373
Losses (Gains) on sale of securities........ (162) 22
Other....................................... 1,044 1,083
---------- -----------
Total Non-Interest Expense............... 2,977 3,101
---------- -----------
</TABLE>
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UNITED BANCORP AND SUBSIDIARIES
Consolidated Statements of Income
(In Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, December 31,
1995 1994
(Unaudited) (Audited)
<S> <C> <C>
Income Before Income Taxes............ 1,231 826
Provision for Income Taxes.................. 399 260
---------- -----------
NET INCOME............................ $ 832 $ 566
See notes to condensed consolidated financial statements.
</TABLE>
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UNITED BANCORP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In Thousands of Dollars)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, December 31,
1995 1994
(Unaudited) (Audited)
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
- -------------------------------------------------
Cash flows from operating activities:
Net Income..................................... $ 832 $ 566
Reconciliation of net income to net cash
provided by operating activities:
Loss on disposal of furnituere and equipment. 0 0
Depreciation and Amortization................ 224 169
Provision (Credit) for Loan Losses........... 50 0
Provision (Credit) for Deferred Income Taxes. 0 0
Compensation paid in stock................... 0 22
Stock dividend received on FHLB stock........ (62) (43)
Amortization of securities' discounts and
premiums..................................... (19) 218
Net realized (Gains) Loss on sale of
securities Available for Sale................ (162) (22)
Decrease (Increase) in accrued interest
receivable and other assets.................. 166 (476)
Increase (Decrease) in other liabilities..... 280 459
---------- -----------
Net cash provided by operating activities.. 1,309 892
Cash flows from investing activities:
Securities:
Available For Sale:
Maturities............................... 1,699 -----
Purchase................................. (264) -----
Proceeds from sales of securities........ 11,499 -----
Held-to-Maturity:
Maturities............................... 4,912 -----
Purchase................................. (899) -----
Maturities of securities................... ----- 19,004
Purchase of securities..................... ----- (22,744)
Proceeds from sales of securities.......... ----- 2,923
Net (Increase) decrease in loans............. (6,191) (2,018)
Purchase of furniture and equipment.......... (98) (304)
---------- -----------
Net cash provided by (used in) investing
activities................................. 10,658 (3,140)
</TABLE>
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UNITED BANCORP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In Thousands of Dollars)
(Continued)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, December 31,
1995 1994
(Unaudited) (Audited)
<S> <C> <C>
Cash flows from financing activities:
Net increase (Decrease) in demand deposits,
interest bearing transaction, & savings
accounts................................. (6,804) 1,135
Proceeds from sales of certificates of
deposit greater (less) than payments for
maturing time deposits................... 1,485 (1,332)
Proceeds from issuance of ESOP Debt.......... 68 -----
Stock purchase for ESOP...................... (68) -----
Net increase (Decrease) in federal funds
purchased and securities sold under
repurchase agreements.................... (7,817) 2,122
Net borrowings from bank line of credit...... 0 -----
Net advances from FHLB of Seattle............ 5,000 -----
Repayment of debt............................ 3,642 653
Retirement of stock.......................... 0 -----
Proceeds from issuance of stock.............. 35 35
Cash dividends paid.......................... (184) (175)
---------- -----------
Net cash provided by (used in) financing
activities................................ (11,927) 2,437
Net increase (Decrease) in cash and cash
equivalents...................................... 40 189
Cash and cash equivalents at beginning of the year. 7,068 4,941
---------- -----------
Cash and cash equivalents at the end of the period. $ 7,108 $ 5,130
========== ===========
NON CASH INVESTING AND FINANCING ACTIVITIES:
Change in unrealized gains (losses) on securities
available-for-sale, net deferred income tax.... $ 857 $ (711)
CASH PAID DURING THE YEAR FOR:
Interest....................................... $ 1,743 $ 1,382
Income Taxes................................... $ 266 $ 140
</TABLE>
See notes to condensed consolidated financial statements.
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UNITED BANCORP AND SUBSIDIARIES
Computation of earnings per share
(000.'S omitted except per share data)
<TABLE>
<CAPTION>
Three Months Ended September 30,
--------------------------------
1995 1994
---------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Primary:
Average shares outstanding.................. 440,441 438,534
Net Income.................................. $ 317 $ 228
Per share amount............................ $ 0.72 $ 0.52
========= ==========
</TABLE>
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UNITED BANCORP AND SUBSIDIARIES
Computation of earnings per share
(000.S' Omitted, except per share data)
<TABLE>
<CAPTION>
Nine months Ended September 30,
-------------------------------
1995 1994
---------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Primary:
Average shares outstanding.................. 439,950 438,534
Net Income.................................. $ 832 $ 566
Per share amount............................ $ 1.89 $ 1.29
========= ==========
</TABLE>
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UNITED BANCORP AND SUBSIDIARIES
-------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 1995
Note A ---- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 - 01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the nine month
period ended September 30, 1995 are not necessarily indicative of the results
that may be expected for the year ended December 31, 1995. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year
ended December 31, 1994.
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UNITED BANCORP AND SUBSIDIARIES
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
Total assets at September 30, 1995 equaled $94,007 million, representing a
decrease from December 31, 1994 of $9,850 million or 9.5%. This was due
primarily to the Company's sale of over $10 million of its securities. The
Company had incurred short term debt in the fourth quarter of 1994 in order to
purchase securities at higher yields. When the bond market declined in the
first quarter of 1995, the value of the Company's portfolio increased. The
Company, as a result of the increase in the value of its securities has
continued to sell part of its portfolio and to pay a substantial part of its
short term debt. The Company had $4 million of its US Agency securities called
by their issuers since the first quarter of 1995, which has continued to
contribute to a decrease in total assets. The call of these securities has
resulted in a gain of $57,000 to date.
Due to the lower interest rate environment, the Company continues to invest in
additional loans which are riskier, but which yield higher returns than its
securities portfolio. Net loans have increased since December 31, 1994 by
$6,141,000 to $39.433 million representing a 18.4% increase. As previously
reported, the Company purchased an interest in $5.2 million in seasoned
commercial real estate loans during the second and third quarters of this fiscal
year. The loans are primarily located in the Willamette Valley region of the
State of Oregon and have an average yield of 8.7% and an average life of eight
years. The Company purchased these loans primarily from the proceeds of the
Company's sale and call of its securities. In addition, the Company experienced
an increase in its Home Equity loans of $1.2 million. The Company increased
its loan loss reserve by $20,000 during the third quarter of 1995. The Company
had $78,000 in net charge offs during the year which represented two-tenths of
one percent of outstanding gross loans. At December 31, 1994, the loan loss
reserve was $483,000 which represented 1.43% of outstanding gross loans. The
Company's loan loss reserve was $454,000 at September 30, 1995 which represents
1.14% of outstanding gross loans. The Company will continue to adjust its loan
loss reserve in the fourth quarter of 1995 in order to reflect the Company's
historical rate of loan losses.
Demand and Interest Bearing Deposits decreased by $3.7 million to $36.7 million
(a 9.2% decrease), while Savings Deposits decreased by $3.1 million to $13.5
million (a 18.6% decrease). The Company, in the view of management, continues
to believe that, with interest rates rising over the last year, customers have
continued to transfer interest bearing deposit accounts into nonbanking products
such as mutual funds and treasury notes, which currently yield higher returns
than interest bearing deposit accounts and which, in turn, has resulted in a
decrease in Deposits. Other borrowings also decreased by approximately $6.5
million to $18.8 million.
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<PAGE> 15
Interest income rose $780,000 for the nine months ended September 30, 1995
compared to the nine months ended September 30, 1994. This was due primarily
to interest yields on earning assets rising from 7.06% in 1994 to 8.42% in 1995.
The average earning asset balance decreased by $2.3 million for the period ended
September 30, 1995 compared to the period ended September 30, 1994 primarily
due to the reduction of the securities portfolio. Interest income from loans
increased by $652,000. The average balance of loans increased by $7.5 million
for the period ended September 30, 1995 compared to the period ended September
30, 1994. Average yield on loans increase from 10.59% in 1994 to 10.78%
in 1995. Interest expense on deposits and other funding liabilities increased
$411,000 to $1.864 million for the nine months ended September 30, 1995 compared
to $1.453 million for the nine months ended September 30, 1994. Net interest
income increased $369,000 from $3.355 million for the nine months ended
September 30, 1994 compared to $3.724 million for the nine months ended
September 30, 1995.
Non interest income decreased during the first nine months of 1995 by
$38,000 to $534,000 compared to the first nine months of 1994 due primarily
to a decrease in income from service charges on deposit accounts. Non interest
expense decreased by $124,000 to $2.977 million also when compared to the first
nine months of 1994. Salaries and employee benefits increased by $25,000 when
compared to the same period in 1994. The increase in salaries expense is made
up of at least two factors. The Company reviewed its compensation policies
at the beginning of this fiscal year and as a result, in some instances, has
increased salaries for certain of its employees. It has also hired personnel
with higher qualifications as replacements were needed, which has resulted in
additional salary expense and improvements in efficiency. Occupancy expense
increased $73,000 largely due to depreciation on computer equipment purchased in
1994; and, other expenses decreased by $39,000. These expenses were offset by
the gain in the sale and call of securities of $162,000. Total net income for
the first nine months of 1995 increased over the same period of 1994 by $266,000
or 47% to a total of $832,000.
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UNITED BANCORP AND SUBSIDIARIES
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibit
27 Financial Data Schedule (filed electronically only)
B. Reports on Form 8-k
None
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UNITED BANCORP AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned therewith duly authorized.
UNITED BANCORP
(REGISTRANT)
Date 11/13/95 By LINDA GANIM, TREASURER
---------------------------
Linda Ganim, Treasurer,
(Principal Accounting Officer)
Date 11/13/95 By M. JOHN LOOSLEY
--------------------
M. JOHN LOOSLEY
President
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<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNITED
BANCORP'S SEPTEMBER30, 1995 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0000101032
<NAME> UNITED BANCORP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1995
<CASH> 2,521
<INT-BEARING-DEPOSITS> 4,587
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 18,707
<INVESTMENTS-CARRYING> 24,976
<INVESTMENTS-MARKET> 25,015
<LOANS> 39,888
<ALLOWANCE> 455
<TOTAL-ASSETS> 94,007
<DEPOSITS> 63,067
<SHORT-TERM> 10,389
<LIABILITIES-OTHER> 721
<LONG-TERM> 8,450
<COMMON> 1,102
0
0
<OTHER-SE> 9,915
<TOTAL-LIABILITIES-AND-EQUITY> 94,007
<INTEREST-LOAN> 2,998
<INTEREST-INVEST> 2,537
<INTEREST-OTHER> 53
<INTEREST-TOTAL> 5,588
<INTEREST-DEPOSIT> 968
<INTEREST-EXPENSE> 1,864
<INTEREST-INCOME-NET> 3,724
<LOAN-LOSSES> 50
<SECURITIES-GAINS> (162)
<EXPENSE-OTHER> 1,044
<INCOME-PRETAX> 1,231
<INCOME-PRE-EXTRAORDINARY> 1,231
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 832
<EPS-PRIMARY> 1.89
<EPS-DILUTED> 1.89
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 27
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 483
<CHARGE-OFFS> 114
<RECOVERIES> 36
<ALLOWANCE-CLOSE> 455
<ALLOWANCE-DOMESTIC> 455
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
