UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended
Sept. 30, 1997
__ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from _________________________ to
-------------------------
Commission File Number: 0-28936
GOLD BANC CORPORATION, INC.
(Exact name of small business issuer as specified in its charter)
Kansas 48-1008593
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11301 Nall Avenue, Leawood, Kansas 66211
(Address of principal executive office) (Zip code)
(913) 451-8050
(Registrant's telephone number, including area code)
Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 past
90 days. Yes X No __
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practical date.
Class Outstanding at October 30, 1997
- ----------------------------------- ------------------------------
Common Stock, $1.00 par value 5,066,615
<PAGE>
GOLD BANC CORPORATION, INC.
INDEX TO 10-QSB FOR THE QUARTERLY
PERIOD ENDED SEPT. 30, 1997
PAGE
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Consolidated Balance Sheets at Sept. 30, 1997 (unaudited)
and December 31, 1996 1
Consolidated Statements of Earnings - Nine months ended
Sept. 30, 1997 and Sept. 30, 1996 (unaudited) 2
Consolidated Statements of Earnings - Three months ended 3
Sept. 30, 1997 and Sept. 30, 1996 (unaudited)
Consolidated Statements of Cash Flows - Nine months ended 4
Sept. 30, 1997 and Sept. 30, 1996 (unaudited)
Notes to Consolidated Financial Statements 5
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 7
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS 10
ITEM 2: CHANGES IN SECURITIES 10
ITEM 3: DEFAULTS UPON SENIOR SECURITIES 10
ITEM 4: OTHER INFORMATION 10
ITEM 5: EXHIBITS AND REPORTS ON FORM 8-K 10
SIGNATURES 11
<PAGE>
PART I
FINANCIAL INFORMATION
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
(In thousands)
Sept. 30, 1997 Dec. 31, 1996
------------- -------------
(unaudited)
Assets
Cash and due from banks $ 10,422 $ 13,895
Federal funds sold and interest-bearing deposits 6,630 8,902
----------- ------------
Total cash and cash equivalents 17,052 22,797
----------- ------------
Investment Securities:
Held-to-maturity securities 101 102
Available-for-sale securities 78,246 98,725
Other 3,157 2,318
----------- ------------
Total investment securities 81,504 101,145
Loans, net 290,948 233,358
Premises and equipment, net 14,114 12,746
Deferred taxes 499 507
Accrued interest and other assets 6,969 6,305
----------- -------------
Total Assets $ 411,086 $ 376,858
=========== =============
Liabilities and Stockholders' Equity
Liabilities:
Deposits $ 344,271 $ 316,573
Securities sold under agreements to repurchase 24,676 11,966
Federal funds purchased, long-term debt and 2,017 11,568
other borrowings
Accrued interest and other liabilities 3,057 2,411
------------ -------------
Total liabilities 374,021 342,518
------------ -------------
Stockholders' equity:
Preferred stock 0 0
Common stock, $1.00 par value, 25,000,000 shares 4,794 4,794
authorized; 4,793,615 and 2,493,615 shares
issued and outstanding at Sept 30, 1997
and 1996, respectively
Additional paid-in capital 18,784 18,784
Undivided profits 13,700 11,300
Unrealized gain/(loss) on available-for-sale
securities, net 63 (262)
Unearned compensation (276) (276)
------------- -------------
Total stockholders' equity 37,065 34,340
------------- -------------
$ 411,086 $ 376,858
============= =============
1
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
For The Nine Months Ended
(In thousands, except per share data)
(unaudited)
Sept. 30, 1997 Sept. 30, 1996
-------------- --------------
Interest Income:
Loans, including fees $ 18,170 $ 14,507
Investment securities 4,074 4,626
Other 379 423
------------- -----------
22,623 19,556
Interest expense:
Deposits 10,684 9,934
Borrowings and other 1,155 1,309
------------- -----------
11,839 11,243
------------- -----------
Net interest income 10,784 8,313
Provision for loan losses 535 145
------------- -----------
Net interest income after provision
for loan losses 10,249 8,168
Other income:
Service fees 738 687
Net gains on sale of mortgage loans 501 943
Net securities gains 89 20
Net gain on sale of other assets 205 298
Other 384 310
------------ ------------
1,917 2,258
Other expense:
Salaries and employee benefits 4,450 4,637
Net occupancy expense 1,417 1,213
Federal deposit insurance premiums 76 514
Other 2,204 2,054
------------ ------------
8,147 8,418
------------ ------------
Earnings before income taxes 4,019 2,008
Income taxes 1,346 678
------------ ------------
Net earnings $ 2,673 $ 1,330
============ ============
Earnings per share (Note 2) $ .56 $ .53
------------ ------------
Weighted average common and common
equivalent shares outstanding 4,793,615 2,494,838
----------- ------------
2
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
For The Three Months Ended
(In thousands, except per share data)
(unaudited)
Sept. 30, 1997 Sept. 30, 1996
-------------- --------------
Interest income:
Loans, including fees $ 6,708 $ 5,124
Investment securities 1,249 1,553
Other 136 84
------------- -----------
8,093 6,761
Interest expense:
Deposits 3,808 3,394
Borrowings and other 495 465
------------- -----------
4,303 3,859
------------- -----------
Net interest income 3,790 2,902
Provision for loan losses 280 30
------------- -----------
Net interest income after provision
for loan losses 3,510 2,872
Other income:
Service fees 248 235
Net gains on sale of mortgage loans 212 243
Net securities (losses)/gains 88 (4)
Net gain on sale of other assets 6 267
Other 199 117
------------ ------------
753 858
Other expense:
Salaries and employee benefits 1,609 1,570
Net occupancy expense 483 447
Federal deposit insurance premiums 19 433
Other 800 743
------------ ------------
2,911 3,193
------------ ------------
Earnings before income taxes 1,352 537
Income taxes 450 182
------------ ------------
Net earnings $ 902 $ 355
============ ============
Earnings per share (Note 2) $ .19 $ .14
------------ ------------
Weighted average common and common
equivalent shares outstanding 4,793,615 2,493,615
----------- ------------
3
<PAGE>
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Nine Months Ended
(In thousands)
(unaudited)
Sept. 30, Sept. 30,
1997 1996
---- ----
Cash flows from operating activities:
Net earnings $2,673 $1,330
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Provision for loan losses 535 145
Net losses on sales of available-for-sale
securities (89) (20)
Depreciation and amortization,
net of accretion 753 598
Gain on sale of assets, net (205) (299)
Net(increase) decrease in mortgage
loans held for sale (691) 4,491
Other changes:
Accrued interested receivable and other
assets (854) (899)
Accrued interest payable and other
liabilities 976 1,102
----- --------
Net cash provided by
operating activities 3,098 6,448
------ --------
Cash flows from investing activities:
Net increase in loans (57,434) (35,087)
Principal Collections and proceeds from sales and
maturities held to maturity -0- (3)
Principal collections and proceeds from sales and
maturities of available-for-sale securities 33,601 27,743
Purchases of available-for-sale securities (13,876) (27,912)
Net additions to premises and equipment (2,004) (3,861)
Proceeds from sale of other assets 285 298
------ --------
Net cash used in investing activities (39,428) (38,822)
-------- --------
Cash flows from investing activities:
Increase in deposits 27,700 14,516
Net increase in short-term borrowings 6,385 3,736
Principal(payments)issuances on long-term debt (3,226) 2,131
Dividends paid (273) --
Proceeds from sale of treasury stock -- (131)
-------- --------
Net cash provided by financing
activities 30,586 20,252
Decrease in cash and cash equivalents (5,744) (12,122)
Cash and cash equivalents, beginning of year 22,796 25,014
------- --------
Cash and cash equivalents, end of quarter $17,052 $12,892
======== =======
4
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation.
The accompanying consolidated financial statements have been
prepared in accordance with the instructions for Form 10-QSB. The
consolidated financial statements should be read in conjunction with the
audited financial statements included in the Company's 1996 Annual Report
on Form 10-KSB.
The consolidated financial statements include the accounts of the
Company's subsidiaries, Exchange National Bank, Citizens State Bank,
Peoples National Bank and Provident Bank, f.s.b. (the "Banks"). All
significant intercompany balances and transactions have been eliminated.
The consolidated financial statements as of Sept. 30, 1997, and for
the three months and the nine months ended Sept.30, 1997 and 1996 are
unaudited but include all adjustments (consisting only of normal recurring
adjustments) which the Company considers necessary for a fair presentation
of financial position and results of operations for those periods. The
Consolidated Statements of Earnings for the three months and the nine months
ended Sept.30, 1997 are not necessarily indicative of the results that
will be achieved for the entire year.
2. Earnings per common share.
Earnings per common share are based upon the weighted average number
of common shares outstanding during the periods.
3. Subsequent Events.
On August 22, 1997, Company completed its previously announced acquisition
of Peoples Bancshares, Inc., Clay Center, Kansas and its subsidiary, Peoples
National Bank, through a tax-free exchange of stock. At September 30, 1997,
Peoples National Bank had total assets of $69.4 million, deposits of $58.5
million and loans of $38.2 million.
The Company completed its previously announced acquisition of
Farmers Bancshares of Oberlin, Inc., Oberlin, Kansas and its
subsidiary, Farmers National Bank, through a combination of cash
and tax-free exchange of stock on October 1, 1997. At September 30, 1997,
Farmers National Bank had total assets of $50.0 million, deposits of
$42.5 million and loans of $27.2 million. The transaction was accounted
for as a purchase under Generally Accepted Accounting Principles.
On October 30, 1997 the Company declared a quarterly dividend in the
amount of $.03 per share to stockholders of record as of November 14, 1997,
payable on December 15, 1997
4. Legal Proceedings
Exchange National Bank, a wholly-owned subsidiary of Gold Banc
Corporation, Inc., is a named defendant in a case filed in the United States
District Court for the District of Kansas on September 11, 1997. The case
caption is Lisa Wilson, et al. v. Olathe Bank, et al., Case No. 97-2458-KHV.
The case has been filed on behalf of individuals who allege that they
invested in entities known as Parade of Toys and Bandero Cigar Company.
The Complaint alleges violations of the RICO statue (18 U.S.C. & 1992 (c)),
conspiracy to violate RICO, negligent misrepresentation, fraud, civil
conspiracy and negligence on the part of the defendants. The plaintiffs
contend that a number of misrepresentations were made in connection with
solicitations seeking their investment in these businesses. The defendants,
including Exchange National Bank, were listed in Trade Reference Sheets
provided to plaintiffs by Parade of Toys and Bandero Cigar Company.
Plaintiffs contend that there references add to the legitimacy of the
solicitations.
5
<PAGE>
Moreover, the plaintiffs represent that they contacted the defendants
and were advised that Parade of Toys and Bandero Cigar Company were honest,
legitimate, trustworthy and a good investment. Plaintiffs contend that these
representations were false and misleading and that they relied on these
investments to their detriment. The case was initially filed in the District
Court of Johnson County, Kansas but a motion has been filed by plaintiffs to
dismiss that case. The case in the United States District Court has been
brought by seven plaintiffs who allege they have invested a total of
$176,000. The claim is brought on behalf of a putative class asserted to be
over 2,400 persons who allegedly invested in Parade of Toys or Bandero Cigar
Company with allegations that each member of the putative class has invested
at least $14,900. In each count, the plaintiffs have sought actual damages in
an amount in excess of $75,000, punitive damages in an amount in excess of
$75,000 and costs of the action. Exchange National Bank has denied any
liability and is vigorously contesting the allegations made against it.
The Company is not yet in a position to determine whether the expenses and
losses, if any, in connection with this action will be material.
5. New Accounting Pronouncement.
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share" which revises the calculation and
presentation provisions of Accounting Principles Board Opinion 15 and related
interpretations. Statement No. 128 is effective for the Company's fiscal year
ending December 31, 1997. Retroactive application will be required. The
Company believes the adoption of Statement No. 128 will not have a significant
effect on its reported earnings per share.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Company's net income was $2.7 million for the nine months ended
Sept.30, 1997, compared to net income of $1.3 million for the nine months
ended Sept.30, 1996, yielding an annualized return on average assets
("ROA") of .91% for the nine months ended Sept. 30, 1997, compared
to 0.52% for the nine months ended Sept. 30, 1996. Return on average common
stockholders' equity ("ROE") for the nine months ended Sept.30, 1997 and
1996 was 9.90% and 11.89%, respectively. The primary reason for the earnings
increase for 1997 over 1996 was greater interest income through an improved
net interest margin coupled with greater loan volume. In addition, 1996 was
negatively impacted by a one-time industry wide Savings Association Insurance
Fund ("SAIF") assessment by the Federal Deposit Insurance Corporation on
SAIF assessable deposits.
FINANCIAL CONDITION
Total assets were $411.1 million at Sept. 30, 1997, an increase of
$34.2 million from December 31, 1996. Total average assets were $390.6 million
for the nine months ended Sept. 30, 1997, compared to $340.5 million for the
nine months ended Sept. 30, 1996. Average interest-earning assets were
$361.1 million for the nine months ended Sept. 30, 1997 and $314.3
million for the nine months ended Sept. 30, 1996. Assets increased during
the first nine months of 1997 due to loan growth during the period of
$57.6 million, primarily at Exchange National Bank's Leawood and Shawnee,
Kansas locations.
The increase in net loans from December 31, 1996 to Sept. 30, 1997 was
primarily funded through increases in deposits of $27.7 million, short-term
borrowings of $6.4 million, draws on existing cash reserves of $5.7 million
and a reduction in investment securities of $19.6 million. The allowance
for loan losses increased to $3.6 million at Sept. 30, 1997 from $3.0
million at December 31, 1996. The allowance represented 1.23% and 1.26%
of total loans as of Sept. 30, 1997 and December 31, 1996, respectively.
RESULTS OF OPERATIONS
Net Interest Income
Total interest income for the nine months ended September 30, 1997
was $22.6 million, a 15.7% increase over the nine months ended Sept. 30, 1996.
Average total earning assets increased $41.3 million or 12.9% at Sept. 30,
1997, compared to December 31, 1996. The increase is primarily the result
of loan growth at Exchange National Bank's office in Leawood, Kansas as well
as the continued growth in loans at the Shawnee branch.
Total interest expense for the nine months ended September 30, 1997 was
5.3% higher than in the comparable period of 1996 as a result of the
increases in deposits and other interest-bearing liabilities of
approximately $25.0 million but was partially offset by slightly lower
interest rates paid. Average total interest-bearing liabilities increased
by $25.7 million or 8.5% during the nine month period ended Sept. 30, 1997
compared to the same period in 1996, primarily due to increased volume of
deposits originated by Exchange National Bank through its Leawood and Shawnee
locations.
7
<PAGE>
Net interest income was $10.8 million for the nine months ended Sept. 30,
1997, compared to $8.3 million for the same period in 1996, an increase
of 29.7%. This increase is attributable to significantly greater loan
volumes primarily originated from Exchange National Bank's Leawood and
Shawnee, Kansas locations and a net interest margin for the period of 4.06%
compared with 3.60% for the same period in 1996.
Provisions for Loan Losses
The provision for loan losses for the nine months ended Sept. 30, 1997,
was $535,000, an increase of $390,000, or 269% from the $145,000 provision
during the comparable 1996 period. This increase reflects the Company's loan
growth and objective of maintaining adequate reserve levels in recognition of
significant loan growth. The allowance represented 1.23% and 1.48% of total
loans as of Sept.30, 1997 and Sept.30, 1996, respectively.
Other Income
Other income for the nine months ended Sept.30, 1997 was $1.9 million,
a decrease of 15.1% from the same period in 1996. This decrease is
primarily a result of reduced gains on sales of mortgage loans at Provident
Bank, which is consistent with the Company's reduced emphasis on low margin
secondary market mortgage lending. The Company has sold its loan servicing
business and all mortgages sold into the secondary market are sold without
servicing rights retained. The Company does not retain loan brokers.
Other Expense
Certain savings deposits of two of the Banks are insured by the
SAIF with the remaining deposits of the Banks insured by the Bank
Insurance Fund ("BIF"). Both SAIF and BIF have had a designated reserve
ratio of 1.25%. On September 30, 1996, the President signed into law the
Deposit Insurance Fund Act of 1996 ("DIFA"). DIFA directed the FDIC to
impose a special assessment on SAIF-assessable deposits insured as of
March 31, 1995. The one-time expense for the Company, incurred
in 1996, totaled $389,100 ($240,000 net after tax). In addition to this
special one-time assessment, the premiums for BIF deposits were increased
to 1.29 basis points per $100 of deposits and for SAIF deposits were decreased
to 6.44 basis points per $100 of deposits. The new premiums, which took
effect January 1, 1997, and continue through December 31, 1999, will result,
based on the Company's current deposit base, in a decrease in future FDIC
insurance premiums for the Company.
Other expense decreased slightly by $271,000 for the nine months
ended Sept. 30, 1997, as compared to the same period in 1996. This
decrease was primarily due to the ongoing centralization of certain
administrative functions, increases in operating efficiencies and the
realization of cost savings, including a 3.9% reduction in salaries
and benefits expenses. In the third quarter of 1996, Provident Bank,
f.s.b. substantially altered the manner in which it conducted its
mortgage banking business. The changes included a substantial reduction
in personnel that decreased the Company's salaries and employee benefits
expenses. Net occupancy expense decreased due to rental income associated
with Exchange National Bank's new Leawood branch. The Company experienced
a significant increase in professional services expenses as a result of legal
and accounting expenses associated with the Company's recent acquisitions and
its obligation to comply for the first time with the periodic reporting
requirements of the Securities and Exchange Commission imposed on publicly
held companies. The Company's overall efficiency ratio showed its fifth
consecutive quarter of improvement, ending the third quarter of 1997 at
66.96%, compared to 67.96% for the second quarter of 1997 and 80.74% for
the third quarter of 1996.
Income Tax Expense
Income tax expense for the nine months ended Sept. 30, 1997 and Sept. 30,
1996 was $1.3 million and $678,000, respectively. The effective tax rates for
those periods were 33.5% and 33.8%, respectively.
CAPITAL AND LIQUIDITY
At Sept. 30, 1997, the Company's leverage, Tier 1 risk-based capital,
and total risk-based capital ratios were 9.11%, 11.98% and 13.23%,
respectively, compared to minimum required levels of 4%, 4% and 8%,
respectively (subject to change and the discretion of regulatory authorities
to impose higher standards in individual cases). At Sept. 30, 1997, the
Company had risk-weighted assets of $297.5 million. On October 30, 1997, the
Company's Board of Directors declared a quarterly dividend in the amount of
$.03 per common share payable on December 15, 1997.
8
<PAGE>
The Company had approximately $2.9 million in cash and short-term
investment grade securities at Sept. 30, 1997 remaining from its initial
public offering completed in the fourth quarter of 1996. Those proceeds are
expected to be used to finance the Company's growth strategy and for general
corporate purposes. The Company established a line of credit in the amount
of $10.0 million with a correspondent bank during the first quarter of
1997. No amounts had been drawn under the line as of Sept. 30, 1997.
ACCOUNTING AND FINANCIAL REPORTING
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share" which revises the calculation and
presentation provisions of Accounting Principles Board Opinion 15 and related
interpretations. Statement No. 128 is effective for the Company's fiscal year
ending December 31, 1997. Retroactive application will be required. The
Company believes the adoption of Statement No. 128 will not have a significant
effect on its reported earnings per share.
9
<PAGE>
PART II
OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
Not Applicable
ITEM 2: CHANGES IN SECURITIES
Not applicable
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4: OTHER INFORMATION
Not applicable
ITEM 5: EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-B
27. Financial Data Schedule
(b) REPORTS ON FORM 8-K
On September 9, 1997, the Company filed a Current Report on Form 8-k
to report the consummation of its acquisition of Peoples Bancshares,
Inc. The form 8-K contained financial statements of Peoples
Bancshares, Inc. and pro forma financial statements for the Company and
Peoples Bancshares, Inc.
10
<PAGE>
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 thereunto duly authorized.
GOLD BANC CORPORATION, INC.
Date: ____________________, 1997 By: /s/ Keith E. Bouchey
-----------------------------------
Keith E. Bouchey
Executive Vice President,
Chief Financial Officer,
and Corporate Secretary
(Authorized officer and principal financial officer of the registrant)
11
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
EXHIBIT 27
GOLD BANC CORPORATION, INC. AND SUBSIDIARIES
FINANCIAL DATA SCHEDULE
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED FINANCIAL STATEMENTS OF GOLD BANC CORPORATION, INC. AS
OF SEPT. 30, 1997.
</LEGEND>
<CIK> 0001015610
<NAME> GOLD BANC CORPORATION, INC.
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<PERIOD-END> Sep-30-1997
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<FED-FUNDS-SOLD> 3,375
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