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, 1998
- OR -
TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-20987
Grand Premier Financial Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-4077455
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
486 W. Liberty St., Wauconda, IL 60084-2489
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (847) 487-1818
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
or No
The number of shares of the registrant's Common Stock outstanding on
April 30, 1998 was 19,975,306 shares.
GRAND PREMIER FINANCIAL INCORPORATED
FORM 10-Q - QUARTERLY REPORT
FOR QUARTER ENDED MARCH 31, 1998
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 1998 (unaudited) and December 31, 1997. 3 - 4
Consolidated Statements of Income (unaudited)
Three Months Ended March 31, 1998 and 1997 5 - 6
Consolidated Statements of Cash Flow (unaudited)
Three Months Ended March 31, 1998 and 1997 7
Notes to Unaudited Consolidated Financial Statements 8 - 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 10 - 11
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 12
PART II. OTHER INFORMATION
Item 6. A. Exhibits 13 - 14
B. Reports on Form 8-K 14
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(000's omitted
except share data)
March 31, December 31,
1998 1997
(Unaudited) (Audited)
Cash and non-interest bearing deposits $ 56,160 $ 63,502
Interest bearing deposits 321 159
Cash and cash equivalents 56,481 63,661
Securities available for sale, at fair value 438,986 454,400
Securities purchased under agreements to resell 19,180 19,922
Loans 1,008,256 1,028,863
Less: Unearned discount (987) (991)
Allowance for possible loan losses (13,808) (15,404)
Net loans 993,461 1,012,468
Bank premises and equipment 35,184 35,154
Excess cost over fair value of net
net assets acquired, net 16,484 16,885
Accrued interest receivable 11,910 12,994
Other assets 27,810 30,896
Total assets $1,599,496 $1,646,380
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
(000's omitted
except share data)
March 31, December 31,
1998 1997
(Unaudited) (Audited)
Liabilities
Non-interest bearing deposits $ 177,681 $ 187,943
Interest bearing deposits 1,125,491 1,142,588
Total deposits 1,303,172 1,330,531
Short-term borrowings 21,629 47,598
Long-term borrowings 70,000 70,000
Other liabilities 27,576 25,736
Total liabilities 1,422,377 1,473,865
Stockholders' equity
Preferred stock - $1 par value, 2,000,000
shares authorized:
Series B convertible, $1,000 stated value,
8.00%, 7,250 shares authorized, issued
and outstanding 7,250 7,250
Series C perpetual, $1,000 stated value,
8.00%, 2,000 shares authorized, issued
and outstanding 2,000 2,000
Common stock - $.01 par value
Number of Shares 3/31/98 12/31/97
Authorized 30,000,000 30,000,000
Issued 20,018,020 20,002,563
Outstanding 19,975,306 20,002,563 200 200
Surplus 49,788 49,735
Retained earnings 101,253 98,781
Accumulated other comprehensive income 17,229 14,549
Treasury stock, at cost
(42,714 shares at 3/31/98) (601) -
Stockholders' equity 177,119 172,515
Total liabilities &
stockholders' equity $1,599,496 $1,646,380
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(000's omitted
except per share data)
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
1998 1997
Interest income
Interest and fees on loans $22,315 $20,831
Interest and dividends on
investment securities:
Taxable 4,514 6,097
Exempt from federal income tax 2,085 1,890
Other interest income 288 281
Total interest income 29,202 29,099
Interest expense
Interest on deposits 12,096 13,204
Interest on short-term borrowings 446 343
Interest on long-term borrowings 1,070 473
Total interest expense 13,612 14,020
Net interest income 15,590 15,079
Provision for possible loan losses 900 410
Net interest income after provision
for possible loan losses 14,690 14,669
Other income
Service charges on deposits 1,390 1,407
Trust fees 849 717
Investment securities gains, net 183 3,440
Other income 1,237 1,214
Total other income 3,659 6,778
Other expenses
Salaries 4,769 5,359
Pension, profit sharing and other
employee benefits 1,192 1,216
Net occupancy of bank premises 1,091 1,287
Furniture and equipment 983 809
Amortization of excess cost over fair
value of net assets acquired 401 401
Other 3,367 3,368
Total other expenses $11,803 $12,440
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Continued)
(000's omitted
except per share data)
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
1998 1997
Earnings before income taxes $ 6,546 $ 9,007
Income tax expense 2,088 3,100
Net income $ 4,458 $ 5,907
Earnings per share
Basic $ .21 $ .29
Diluted $ .21 $ .28
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(000's omitted)
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
1998 1997
Cash flows from operating activities:
Net earnings $ 4,458 $ 5,907
Adjustments to reconcile net earnings to
net cash from operating activities:
Amortization net, related to:
Investment securities 267 144
Excess of cost over net assets acquired 401 401
Other 103 276
Depreciation 1,011 780
Provision for possible loan losses 900 410
Gain on sale related to:
Investment securities (183) (3,440)
Loans sold to secondary market (250) (34)
Loans originated for sale (17,190) (5,114)
Loans sold to secondary market 17,190 5,114
Change in:
Other assets 2,457 2,481
Other liabilities 1,316 6,033
Net cash from operating activities 10,480 12,958
Cash flows from investing activities:
Purchase of securities available for sale (35,339) (21,911)
Proceeds from:
Maturities of securities available for sale 43,768 33,497
Sales of securities available for sale 11,294 9,559
Net (increase) decrease in loans 18,269 (35,809)
Purchase of bank premises and equipment (1,055) (885)
Net (increase) decrease in securities
under agreements to resell 742 (1,926)
Net cash from investing activities 37,679 (17,475)
Cash flows from financing activities
Net decrease in deposits (27,359) (28,896)
Net increase (decrease) in short term borrowings (25,969) 26,457
Proceeds from exercise of stock options 53 65
Payments to acquire treasury stock (78) -
Dividends paid (1,986) (1,786)
Net cash from financing activities (55,339) (4,160)
Net decrease in cash and cash equivalents (7,180) (8,677)
Cash and cash equivalents at beginning of period 63,661 65,955
Cash and cash equivalents at end of period $56,481 $57,278
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying consolidated financial statements include the
financial information of Grand Premier and its subsidiaries, all of
which are wholly owned. Significant intercompany balances and
transactions have been eliminated. The consolidated financial
statements as of March 31, 1998 and 1997 have not been audited by
independent public accountants. In the opinion of management, the
interim financial statements reflect all adjustments (consisting only
of adjustments of a normal recurring nature) necessary for a fair
presentation of Grand Premier's financial position, results of
operations and cash flows for the interim periods presented. The
results for such interim periods are not necessarily indicative of the
results for the full year.
2. In 1997, the Company adopted Statement of Financial Accounting
Standards No. 128, "Earnings per share" ("SFAS No. 128"). Under SFAS
No. 128, basic earnings per share is computed by dividing net income
less preferred stock dividends by the average number of common shares
outstanding during the period. Diluted earnings per share is computed
by dividing net income less preferred stock dividends excluding
dividends on convertible preferred stock by the average number of
common shares outstanding during the period plus the average number of
shares that would be issued upon exercise of dilutive stock options
using the treasury method plus the average number of shares that would
be issued upon conversion of dilutive convertible preferred stock.
Earnings per share amounts for the quarter ended March 31, 1997 has
been restated.
The following schedule reconciles net income to income available to
common stockholders and the number of average shares used in the
computation of basic and diluted earnings per share.
Per
Income Shares Share
(Numerator) (Denominator) Amount
(in thousands)
March 31, 1998:
Net income $ 4,458
Less: Preferred stock dividends (185)
Basic EPS
Income available to
common stockholders 4,273 20,009,814 $ .21
Effect of Dilutive securities
Stock options 302,910
Convertible preferred stock 145 851,684
Diluted EPS
Income available to common
stockholders and assumed
conversions $ 4,418 21,164,408 $ .21
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
2. (Continued)
March 31, 1997:
Net income $ 5,907
Less: Preferred stock dividends (185)
Basic EPS
Income available to
common stockholders 5,722 20,000,045 $ .29
Effect of Dilutive securities
Stock options 162,928
Convertible preferred stock 145 851,684
Diluted EPS
Income available to common
stockholders and assumed
conversions $ 5,867 21,014,657 $ .28
3. In 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130") which
establishes standards for reporting and the display of comprehensive
income and its components in a full set of general purpose financial
statements. SFAS 130 will require all items to be recognized under
accounting standards as components of comprehensive income be reported
in a financial statement that is displayed in equal prominence with
other financial statements. The Company is required to classify items
of "other comprehensive income" by their nature in the financial
statement and display the balance of other comprehensive income
separately in the stockholders' equity section of the balance sheet.
For interim reporting purposes, the disclosure of other comprehensive
income may be included in the notes to the interim financial
statements.
The Company's comprehensive income includes net income and other
comprehensive income comprised entirely of unrealized gains or losses
on securities available for sale, net of tax. Total comprehensive
income for the three months ended March 31, 1998 and 1997 was
$7,138,000 and $3,629,000, respectively. The adoption of SFAS 130 did
not impact the Company's March 31, 1998 consolidated financial
statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
The Company's net earnings for the quarter ended March 31, 1998 totaled
$4.5 million compared to $5.9 million for the same quarter of 1997.
Excluding after tax securities gains, net earnings totaled $4.3 million
compared to $3.8 million for the first quarters of 1998 and 1997,
respectively. Diluted earnings per share were $.21 and $.29 for the first
quarter of 1998 and 1997, respectively. Diluted earnings per share
excluding after tax securities gains, increased to $.20 for the first
quarter of 1998 when compared to $.18 for the similar quarter of 1997.
Taxable equivalent net interest income increased $542,000 to $16.7
million in 1998 from $16.2 million in 1997. Interest income, on a taxable
equivalent basis, increased $134,000 even though average earning assets
declined to $1.48 billion in 1998 from $1.51 billion in 1997. Average
accruing loans were $1.0 billion in 1998 and $960 million in 1997 and
represented 68.1% and 63.5% of average earning assets in 1998 and 1997,
respectively. The average yield on those loans increased to 9.00% in 1998
from 8.81% in 1997. Average securities were $454.3 million in 1998, $70
million less than $524.7 million in 1997. The change in asset mix and the
increase in average loan yield are the primary factors contributing to a
23 basis point increase in the average yield on earning assets to 8.33%
in 1998 compared to 8.10% in 1997. Also contributing to the improvement
in net interest income was a decrease in interest expense, from $14.0
million in 1997 to $13.6 million in 1998. Average interest bearing
deposits declined $77 million from $1.21 billion in 1997 to $1.13 billion
in 1998. The decline in average interest bearing deposits was partially
offset by increases of $5 million in short-term borrowings and $40
million in long-term borrowings. Overall, the average cost of funds
declined slightly to 3.74% in 1998 from 3.76% in 1997.
The Company recorded provisions for possible loan losses totaling $900
thousand for the first quarter of 1998 compared to $410 thousand for the
same quarter of 1997. The Company's provision is based on periodic
evaluations by management of the adequacy of the allowance for possible
loan losses. These evaluations consider numerous factors including, but
not limited to, current economic conditions, loan portfolio composition,
prior loan loss experience, and an estimation of potential losses. The
allowance for possible loan losses was $13.8 million, 1.37% of gross
loans, at March 31, 1998 compared to $15.4 million, 1.50% of gross loans,
at December 31, 1997.
Nonperforming loans (nonaccrual loans, loans past due 90 days or more and
still accruing and renegotiated loans) totaled $12.6 million at March 31,
1998 compared to $8.0 million at December 31, 1997. The increase in
nonperforming loans is primarily from loans secured by real estate
consisting of construction and nonfarm, nonresidential properties. Net
charge-offs for the first quarter of 1998 were $2.5 million, compared to
$659,000 for the same period in 1997. Approximately $1.7 million of the
net charge-offs recorded in 1998 were from the indirect auto segment of
the portfolio. During the final quarter of 1997, the Company made a
provision for possible loan losses of approximately $6 million as a
result of deterioration specifically identified in the indirect
portfolio.
Excluding net securities gains, other income increased 4.1% to $3.5
million in the first three months of 1998 when compared to $3.3 during
the same period of 1997. Increased trust fees, from $717,000 in 1997 to
$849,000 in 1998, is the primary contributor to the increase in other
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
(continued)
income excluding securities gains. The increase in trust fees is from
growth in managed assets as well as the number of clients served by the
Company. Service charges on deposits and other income for the first
quarter of 1998 and 1997 remained comparable. A $3.3 million decline in
net securities gains from $3.4 million in 1997 to $183,000 in 1998 is the
main contributor to the decrease in other income.
Other expenses declined $637,000 from $12.4 million in 1997 to $11.8 in
1998. The 5.1% decrease is mostly from a reduction in salary expense from
$5.4 million for the first quarter of 1997 compared to $4.8 million for
the similar period of 1998. The Company completed a restructuring plan
during the first quarter of 1997 that eliminated 45 employee positions.
The lower salary expense is the result of the restructuring plan. Net
occupancy expenses combined with furniture and equipment expense remained
steady at $2.1 million for 1998 and 1997. An increase in furniture and
equipment depreciation expense, $695,000 in 1998 compared to $468,000 in
1997, was largely offset by reduced expenses for building repairs and
maintenance along with increased rental income. Other expenses were
unchanged at $3.4 million for the first quarter 1998 compared to 1997.
Income tax expense decreased from $3.1 million in 1997 to $2.1 in 1998.
The decrease is due to lower taxable income, mainly due to lower security
gains realized in 1998. The effective tax rate for the first quarter 1998
was 31.9% compared to 34.4% in the same period 1997. The change in the
effective tax rate is primarily the result of changes in the amount of
interest income exempt from income taxes as a percentage of income before
taxes.
Total assets were $1.60 billion at March 31, 1998 compared to $1.65
billion at December 31, 1997. Cash and cash equivalents decreased $7.2
million to $56.5 million at March 31, 1998. Net loans were $1.01 billion
at quarter end compared to $1.03 billion at December 31, 1997. The
indirect segment of the loan portfolio decreased from $88.4 million at
December 31, 1997 to $75.9 million at March 31, 1998 as a result of the
Company's exit from that market in December 1997. Securities available
for sale decreased from $454 million at year end to $439 million at March
31, 1998. Total deposits decreased $27 million from $1.33 billion at
December 31, 1997 of which $10 million was attributable to non-interest
bearing deposits. The Company reduced its short-term borrowings by $26
million from $48 million at December 31, 1997 to $22 million at March 31,
1998 primarily in federal funds purchased ($4 million at March 31, 1998
compared to $33 million at December 31, 1997).
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The Company's exposure to market risk arises from changes in interest
rates and equity prices. Managing these risks is the responsibility of
the Company's Asset/Liability Management Committee ("ALCO") established
by the Board of Directors. ALCO meets periodically, at least quarterly,
to evaluate the Company's market risk exposure.
Based upon ALCO's most recent evaluation, management does not believe the
Company's risk position at March 31, 1998 has changed materially from
year-end 1997.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits as follows
The following exhibits are filed with, or incorporated by
reference in, this report. Each management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this report has been marked with an asterisk.
2.1 Agreement and Plan of Merger, dated January 22, 1996, among
Northern Illinois Financial Corporation, Premier Financial
Services, Inc and the Company (incorporated by reference to
Exhibit 2.1 to the Company's Registration Statement on Form
S-4, as amended, File No. 333-03327), as amended by the
First Amendment thereto, dated March 18, 1996 (incorporated
by reference to Exhibit 2.2 to the Company's Registration
Statement on Form S-4, as amended, File No. 333-03327), and
the Second Amendment thereto (incorporated by reference to
Exhibit 2.3 to the Company's Current Report on Form 8-K,
dated August 22, 1996, Commission File No. 0-20987).
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Appendix F to the
final proxy-statement prospectus included in the Company's
Registration Statement on Form S-4, as amended, File No.
333-03327).
3.2 By-laws of the Company (incorporated by reference to
Exhibit 3.4 to the Company's Registration Statement on Form
S-4, as amended, File No. 333-03327).
4 Rights Agreement, dated as of July 8, 1996, between Grand
Premier Financial, Inc. and Premier Trust Services, Inc.
(incorporated by reference to the Company's Registration
Statement on Form S-4, as amended, File No. 333-03327).
10.1* Form of Change in Control Agreement, dated October (2)/(8),
1996, entered into between the Company and each of Richard
L. Geach, David L. Murray, Kenneth A. Urban, Steven E.
Flahaven and Scott Dixon (incorporated by reference to the
Company's Quarterly Report on Form 10-Q dated September 30,
1996, Commission file No. 0-20987).
10.2* Form of Change in Control Agreement, dated October (2)/(8),
1996, entered into between the Company and each of Robert
Hinman, Alan Emerick, Jack Emerick, Joseph Esposito,
William Theobald, Reid French, Larry O'Hara and Ralph Zicco
(incorporated by reference to the Company's Quarterly
Report on Form 10-Q dated September 30, 1996, Commission
file No. 0-20987).
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
10.3* Grand Premier Financial, Inc. 1996 Non-Qualified Stock
Option Plan, as amended (incorporated by reference to
Exhibit 10.3 of the Company's Annual Report on Form 10-K
dated December 31, 1997, Commission file No. 0-20987).
10.4* Premier Financial Services, Inc. 1995 Non-Qualified Stock
Option Plan, as amended (incorporated by reference to
Exhibit 10.4 of the Company's Annual Report on Form 10-K
dated December 31, 1997, Commission file No. 0-20987).
10.5* Premier Financial Services, Inc. 1988 Non-Qualified Stock
Option Plan, as amended (incorporated by reference to
Exhibit 10.5 of the Company's Annual Report on Form 10-K
dated December 31, 1997, Commission file No. 0-20987).
10.6* Premier Financial Services, Inc. Senior Leadership and
Directors Deferred Compensation Plan, as amended
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8, File No. 333-11645).
10.7* Consulting Agreement, dated February, 17, 1995, between
Howard A. McKee and Grand National Bank (incorporated by
reference to Exhibit 10.1 to the Company's Registration
Statement on Form S-4, as amended, File No. 333-03327).
10.8* Grand Premier Financial, Inc. Deferred Compensation Plan
(incorporated by reference to Exhibit 10.8 of the Company's
1996 Annual Report on Form 10-K, File No. 0-20987).
10.9* Grand Premier Financial, Inc. Savings and Stock Plan and
Trust (incorporated by reference to Exhibit 10.9 of the
Company's 1996 Annual Report on Form 10-K, File No. 0-
20987).
10.10* Employment and Consulting Agreement, dated May 1, 1997,
between Grand Premier Financial, Inc., and Howard A. McKee
(incorporated by reference to Exhibit 10.10 to the
Company's Quarterly Report on Form 10-Q dated June 30,
1997, Commission file No. 0-20987.)
11. Statement re computation of per share earnings (See Note 2
to the Consolidated Financial Statements for the three
months ended March 31, 1998).
27. Financial Data Schedule, for the three months ended March
31, 1998.
(B) Reports on Form 8-K
No Form 8-K was required to be filed during the quarter ended
March 31, 1998 as there were no events or transactions to be
reported.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GRAND PREMIER FINANCIAL, INC
(Registrant)
May 7, 1998 /s/ David L. Murray
Date David L. Murray, Executive Vice President
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 56,160,000
<INT-BEARING-DEPOSITS> 321,000
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 438,986,000
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 1,007,269,000
<ALLOWANCE> 13,808,000
<TOTAL-ASSETS> 1,599,496,000
<DEPOSITS> 1,303,172,000
<SHORT-TERM> 21,629,000
<LIABILITIES-OTHER> 27,576,000
<LONG-TERM> 70,000,000
0
9,250,000
<COMMON> 200,000
<OTHER-SE> 167,669,000
<TOTAL-LIABILITIES-AND-EQUITY> 1,599,496,000
<INTEREST-LOAN> 22,315,000
<INTEREST-INVEST> 6,599,000
<INTEREST-OTHER> 288,000
<INTEREST-TOTAL> 29,202,000
<INTEREST-DEPOSIT> 12,096,000
<INTEREST-EXPENSE> 13,612,000
<INTEREST-INCOME-NET> 15,590,000
<LOAN-LOSSES> 900,000
<SECURITIES-GAINS> 183,000
<EXPENSE-OTHER> 11,803,000
<INCOME-PRETAX> 6,546,000
<INCOME-PRE-EXTRAORDINARY> 6,546,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,458,000
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
<YIELD-ACTUAL> 4.28
<LOANS-NON> 9,698,000
<LOANS-PAST> 2,505,000
<LOANS-TROUBLED> 430,000
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 15,404,000
<CHARGE-OFFS> 3,014,000
<RECOVERIES> 518,000
<ALLOWANCE-CLOSE> 13,808,000
<ALLOWANCE-DOMESTIC> 13,808,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
