<PAGE> 1
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 quarterly period ended June 30, 1998
[ ] 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 000-23277
CITIZENS BANCORP
(Exact name of registrant as specified in its charter)
Oregon 91-1841688
(State of Incorporation) (I.R.S. Employer Identification Number)
275 Southwest Third Street
Corvallis, Oregon 97339
(Address of principal executive offices)
(541) 752-5161
(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
------- -------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
3,891,137 shares as of July 28, 1998, no par.
<PAGE> 2
CITIZENS BANCORP
FORM 10-Q
JUNE 30, 1998
INDEX
<TABLE>
<CAPTION>
Page
PART I. Reference
<S> <C>
ITEM 1. - FINANCIAL INFORMATION - UNAUDITED
Consolidated Balance Sheets as of June 30, 1998 and December 31, 1997 1
Consolidated Statements of Income and Comprehensive Income for the three 2
months and six months ended June 30, 1998 and 1997
Consolidated Statements of Changes in Shareholders' Equity 3
Consolidated Statements of Cash Flows for six months ended June 30, 1998 and 1997 4
Notes to Consolidated Financial Statements 5
ITEM 2. - Management's Discussion and Analysis of Financial Condition 6
and Results of Operations
ITEM 3. - Quantitative and Qualitative Disclosure about Market Risk 11
PART II. - OTHER INFORMATION
ITEM 1. - Legal Proceedings 12
ITEM 2. - Changes in Securities 12
ITEM 3. - Defaults Upon Senior Securities 12
ITEM 4. - Submission of Matters to a Vote of Security Holders 12
ITEM 5. - Other Information 12
ITEM 6. - Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
<PAGE> 3
PART I FINANCIAL INFORMATION
ITEM 1
CITIZENS BANCORP
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
JUNE 30, 1998 DECEMBER 31, 1997
<S> <C> <C>
ASSETS
Cash and due from banks $ 8,476 $ 9,268
Interest bearing deposits in banks 14,614 15,299
Federal funds sold 1,000 2,800
Securities available for sale 38,843 36,258
Securities held to maturity 8,796 9,984
Loans, net of unearned discount and prepaid fees 134,700 121,470
Allowance for credit losses (1,294) (1,201)
--------- ---------
NET LOANS $ 133,406 $ 120,269
Premises and equipment 2,732 2,756
Accrued interest receivable 1,788 1,667
Other assets 1,459 1,816
TOTAL ASSETS $ 211,114 $ 200,117
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
Demand $ 35,853 $ 35,683
Savings and interest bearing demand 73,896 70,562
Time 58,302 55,455
--------- ---------
TOTAL DEPOSITS $ 168,051 $ 161,700
Repurchase agreements 13,727 14,086
Other borrowings 6,939 2,814
Dividends declared 0 1,307
Accrued interest and other liabilities 547 799
TOTAL LIABILITIES $ 189,264 $ 180,706
--------- ---------
SHAREHOLDERS' EQUITY
Common stock (no par value); authorized 5,000,000 shares;
issued and outstanding: 1998 - 3,891,137 shares;
1997 - 1,922,321 shares 9,798 9,245
Surplus 4,715 4,715
Undivided Profits 7,289 5,388
Valuation Allowance 48 63
TOTAL SHAREHOLDERS' EQUITY $ 21,850 $ 19,411
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 211,114 $ 200,117
========= =========
</TABLE>
See accompanying notes
1
<PAGE> 4
CITIZENS BANCORP AND CITIZENS BANK
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousand, except per share amounts)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
INTEREST INCOME:
Loans 6,535 5,961 3,380 3,003
Interest on deposits and federal funds sold 401 205 145 111
Securities available for sale 1,118 796 568 373
Securities held to maturity 239 496 120 273
----- ----- ----- -----
TOTAL INTEREST INCOME 8,293 7,458 4,213 3,760
INTEREST EXPENSE:
Deposits 2,493 2,337 1,269 1,176
Short term borrowings 48 29 32 15
Repurchase agreements 269 196 129 112
----- ----- ----- -----
TOTAL INTEREST EXPENSE 2,810 2,562 1,430 1,303
NET INTEREST INCOME 5,483 4,896 2,783 2,457
PROVISIONS FOR CREDIT LOSSES 104 90 59 45
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 5,379 4,806 2,724 2,412
NON-INTEREST INCOME:
Service charges on deposit accounts 431 411 227 210
Origination fees and gains on loans sold 29 88 12 70
Gain(loss) on sales of securities available for sale 20 0 1 0
Other 612 484 365 276
----- ----- ----- -----
TOTAL NON-INTEREST INCOME 1,092 983 605 556
NON-INTEREST EXPENSE:
Salaries and employee benefits 1,834 1,644 911 840
Occupancy and equipment 481 467 252 244
Other 1,197 908 631 498
----- ----- ----- -----
TOTAL NON-INTEREST EXPENSE 3,512 3,019 1,794 1,582
INCOME BEFORE INCOME TAXES 2,959 2,770 1,535 1,386
----- ----- ----- -----
INCOME TAXES (1,058) (1,050) (575) (560)
NET INCOME 1,901 1,720 960 826
===== ===== ===== =====
Other comprehensive income, net of tax:
Unrealized holding gains (losses) on available for sale
securities arising during the period (14) (23) (6) (46)
COMPREHENSIVE INCOME 1,887 1,697 954 780
===== ===== ===== =====
Per share data:
Basic earnings per share $ 0.49 $ 0.45 $ 0.25 $ 0.21
Weighted average number of common
shares outstanding 3,889,607 3,842,868 3,889,607 3,842,868
</TABLE>
2
<PAGE> 5
CITIZENS BANCORP AND CITIZENS BANK
CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
NUMBER OF NET UNREALIZED
COMMON COMMON GAINS (LOSSES)
SHARES STOCK UNDIVIDED SECURITIES
OUTSTANDING AMOUNT SURPLUS PROFITS AVAILABLE FOR SALE TOTAL
<S> <C> <C> <C> <C> <C> <C>
Balance, at December 31, 1996 1,798,397 $ 8,992 $ 4,349 $ 3,436 $ 28 $ 16,805
Net Income -- -- -- 1,720 -- 1,720
Valuation adjustment, net -- -- -- -- (23) (23)
Issuance of common stock 32,385 162 366 -- -- 528
--------- --------- --------- --------- --------- ---------
BALANCE, AT JUNE 30, 1997 1,830,782 $ 9,154 $ 4,715 $ 5,156 $ 5 $ 19,030
Balance, at December 31, 1997 1,922,321 $ 9,245 $ 4,715 $ 5,388 $ 62 $ 19,410
Net Income -- -- -- 1,901 -- 1,901
Valuation adjustment, net -- -- -- -- (14) (14)
Issuance of common stock 23,247 553 -- -- -- 553
2 for 1 stock split (April 21, 1998) 1,945,569 -- -- -- -- --
--------- --------- --------- --------- --------- ---------
BALANCE, AT JUNE 30, 1998 3,891,137 $ 9,798 $ 4,715 $ 7,289 $ 48 $ 21,850
</TABLE>
3
<PAGE> 6
CITIZENS BANCORP AND CITIZENS BANK
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1998 1997
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $1,901 $1,720
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for credit losses 104 90
Depreciation and amortization 215 193
Stock dividends received (24) (20)
Increase in interest receivable (121) (98)
Decrease in interest payable (6) (10)
Other (135) 47
-------- ------
NET CASH PROVIDED BY OPERATING ACTIVITIES $1,934 $1,922
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in interest bearing deposits in banks 685 4,967
Net decrease in federal funds sold 1,800 (100)
Proceeds from maturities of available for sale securities 1,000 13,000
Proceeds from sales of available for sale securities 11,520 0
Proceeds from maturities of securities held to maturity 2,974 751
Purchases of securities available for sale (15,126) (7,991)
Purchases of securities held to maturity (1,770) 0
Increase in loans made to customers, net of principal collections (13,266) (2,430)
Purchases of premises and equipment and other 95 (330)
-------- ------
NET CASH PROVIDED BY INVESTING ACTIVITIES ($12,088) $7,867
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposits 6,351 (11,601)
Net (increase) decrease in repurchase agreements and other borrowings 3,766 2,524
Payment of dividends (755) (541)
-------- ------
NET CASH USED IN FINANCING ACTIVITIES $9,362 ($9,618)
NET DECREASE IN CASH AND DUE FROM BANKS (792) 171
CASH AND DUE FROM BANKS
Beginning of year 9,268 8,416
END OF YEAR $8,476 $8,587
======== ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid 2,816 2,572
Income taxes paid 1,100 1,038
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Unrealized losses on securities available for sale, net of tax (14) (23)
Issuance of common stock through dividend reinvestment plan 553 528
</TABLE>
4
<PAGE> 7
CITIZENS BANCORP
Notes to Consolidated Financial Statements
1. BASIS OF PRESENTATION
The interim condensed consolidated financial statements include the
accounts of Citizens Bancorp ("Bancorp"), a bank holding company and its wholly
owned subsidiary, Citizens Bank ("Bank") after elimination of intercompany
transactions and balances.
The interim financial statements are unaudited but have been prepared in
accordance with generally accepted accounting principles for interim condensed
financial statements. Accordingly, the condensed interim financial statements do
not include all of the information and footnotes required by generally accepted
financial statements. In the opinion of management, all adjustments including
operations for the interim periods included herein have been made.
The interim condensed consolidated financial statements should be read in
conjunction with the December 31, 1997 consolidated financial statements,
including notes there to, included in Bancorp's 1997 Annual Report to
shareholders.
2. USE OF ESTIMATES IN THE PREPARATION OF FINANCIALS
The preparation of financial statements, in conformity with general
accounting principles, requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
3. SHAREHOLDERS EQUITY AND NET INCOME PER COMMON SHARE
The Board of Directors declared a 2 for 1 stock split on April 21, 1998, to
Bancorp shareholders of record on that date. The weighted average sale price of
Bancorp's stock for the month of April was $29.00 per share. The split resulted
in an increase of shares outstanding from 1,945,568 to 3,891,137.
All per share amounts have been restated to retroactively reflect stock
dividends, stock purchased and stock splits previously reported.
4. CONTINGENCIES
Unfunded loan commitments totaled $17,389,000 as of June 30, 1998 and
$18,716,000 as of December 31, 1997.
5. YEAR 2000
Citizens Bancorp has initiated a program to prepare the Company's computer
systems and applications for the year 2000. The Board of Directors has
established the time frame for year 2000 compliance company-wide. The Account
Service Center has been working on this effort for several months. The Company
is to have all products, services and supporting technical systems year 2000
compliant by the fourth quarter of 1998. The testing and conversion of system
applications is not expected to result in a material cost to the Company.
Citizens Bancorp is communicating with its large depositors and borrowers
to ensure that these customers will be year 2000 compliant in their respective
businesses.
5
<PAGE> 8
ITEM 2
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ORGANIZATION
Citizens Bancorp ("Bancorp"), an Oregon Corporation, is the parent corporation
and holding company of Citizens Bank (the "Bank"), which is its sole subsidiary.
The Bank is an Oregon State-chartered banking corporation with headquarters in
Corvallis, Oregon. Bancorp was incorporated on September 18, 1996 and became the
holding company of the Bank effective July 1, 1997.
OVERVIEW OF FINANCIAL RESULTS
Bancorp reported net income of $1,901,000, or $0.49 per share for the six months
ended June 30, 1998. This was a 10.5% increase in net income as compared to
$1,720,000 or $0.45 per share for the three months ended June 30, 1997. The
foregoing per share information is adjusted for an increase in outstanding
shares acquired through the Dividend Reinvestment Plan, stock dividends and
stock splits.
The increased earnings described above were primarily the result of growth in
the Bank's interest earning assets and net interest income.
LOAN PORTFOLIO
The composition of the loan portfolio was as follows (in thousands):
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
------------- -----------------
<S> <C> <C>
Commercial $ 27,168 $ 23,507
Agriculture 13,386 10,992
Real Estate
Construction 7,656 $ 5,459
1-4 Family 32,616 34,625
Other 49,326 42,142
Consumer Loans 5,251 5,423
Less: unearned income and deferred fees (703) (678)
TOTAL LOANS $ 134,700 $ 121,470
Less: allowance for credit losses (1,294) (1,201)
--------- ---------
NET LOANS $ 133,406 $ 120,269
========= =========
</TABLE>
INVESTMENT SECURITIES
The amortized cost and estimated book value of the investment securities held by
the Bank, including unrealized gains and losses, at June 30, 1998 and December
31, 1997, are as follows (in thousands):
<TABLE>
<CAPTION>
June 30, 1998 Amortized Cost Estimated Fair Value Unrealized Gains, net
<S> <C> <C> <C>
AVAILABLE FOR SALE
U.S. Treasury Securities
(Including securities of government agencies
and corporations) $38,136 $38,206 $ 70
Other 637 637 0
------- ------- -------
$38,773 $38,843 $ 70
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
June 30, 1998 Amortized Cost Estimated Fair Value Unrealized Gains, net
<S> <C> <C> <C>
HELD TO MATURITY
U.S. Treasury Securities
(Including securities of government agencies
and corporations) $4,499 $4,537 $ 38
Obligations of State and Political Subdivisions 4,297 4,346 49
------ ------ ------
$8,796 $8,883 $ 87
</TABLE>
<TABLE>
<CAPTION>
December 31, 1997 Amortized Cost Estimated Fair Value Unrealized Gains, net
<S> <C> <C> <C>
AVAILABLE FOR SALE
U.S. Treasury Securities
(Including securities of government agencies
and corporations) $35,554 $35,645 $ 91
Other 613 613 0
------- ------- -------
$36,167 $36,258 $ 91
HELD TO MATURITY
U.S. Treasury Securities
(Including securities of government agencies
and corporations) $ 6,482 $ 6,536 $ 54
Obligations of State and Political Subdivisions 3,502 3,561 59
------- ------- -------
$ 9,984 $10,097 $ 113
</TABLE>
7
<PAGE> 10
MATERIAL CHANGES IN FINANCIAL CONDITION
Changes in financial condition for the six months ended June 30, 1998 include
an overall increase in total assets. At June 30, 1998 total assets increased
5.5%, or approximately $10,997,000 over total assets at December 31, 1997.
Interest bearing bank deposits decreased approximately $685,000 and Federal
funds sold decreased $1,800,000. The overall decrease in cash was effected by
growth in loans to $134,700,000 at June 30, 1998 from $121,470,000 at December
31, 1997, an increase of $13,230,000 or 10.9 percent.
The increase in loans was primarily due to strong loan demand as a result of
favorable economic conditions, increased marketing of loan products and
increased calling activity of the Bank's loan officers. The Bank's diversified
loan portfolio lessens the impact of seasonality, and concentration of debt by
borrower type.
At June 30, 1998, the Bank held $1,000,000 in federal funds sold in comparison
to $2,800,000 for the period ending December 31, 1997. The decrease in this
category was due to the placement of funds into the interest bearing account
held at the Federal Home Loan Bank due to a more favorable interest rate.
Federal funds sold represents overnight investments of surplus funds which can
fluctuate widely on a day to day basis. A majority of the Banks liquid funds are
held in an interest bearing account at the Federal Home Loan Bank. The balances
at the Federal Home Loan Bank at June 30, 1998 were $14,614,000 in interest
bearing demand accounts. At December 31, 1997 the balances were $5,296,000 in
interest bearing demand accounts and $10,000,000 in certificates of deposits.
The Bank experienced a net increase in total deposits to $168,051,000 at June
30, 1998 from $161,700,000 at December 31, 1997 which represents an increase of
$6,351,000 or 3.9 percent. The increase was primarily due to a growth in the
number of deposit accounts. The net increase in the number of deposit accounts
was approximately 626 over the number of deposit accounts at December 31, 1997.
Average total deposits for six months ending June 30, 1998 was $162,952,000
compared to $154,013,000 for the year ending December 31, 1997.
Management's deposit strategy continues to emphasize personal service and
long-term customer relationships. The Bank strives to increase and retain core
non-interest bearing deposits. The Bank is not dependent on large rate sensitive
deposits. The Bank's goal is to keep its rate sensitivity neutral to increasing
or declining interest rates.
8
<PAGE> 11
MATERIAL CHANGES IN RESULTS OF OPERATIONS
The Company reported net income of $1,901,000 or $.49 per share, for the six
months ended June 30, 1998, compared to net income of approximately $1,720,000,
or $.45 per share for the same period in 1997. This represents an increase in
net income of 10.5 percent. Net income for the quarter ended June 30, 1998 was
approximately $954,000, or $.25 per share, compared to net income of
approximately $780,000, or $.21 per share, for the same period in 1997, up 22.3
percent.
Net interest income increased $587,000 or 11.9 percent for the six months ending
June 30, 1998 and $326,000 or 13.3 percent for the three months ended June 30,
1998. The net increases during these periods resulted from increases in interest
income exceeding the increases in interest expense.
Total interest income increased approximately $835,000 for the six months and
approximately $435,000 for the quarter ended June 30, 1998 as compared to the
same 1997 periods. These increases are primarily due to increases in loan
volume. For the six month period ending June 30, 1998 total loans increased by
$13,230,000 or 10.9 percent as compared to the same period in 1997.
Non-interest income increased approximately $109,000 for the six months ended
June 30, 1998 as compared to the same six month period in 1997. For the quarter
ending June 30, 1998 non-interest income increase approximately $49,000 as
compared to the same quarter in 1997. These increases are attributable to the
growth in service charge income as a result of deposit growth and increases in
the volume of bankcard services over last year for the same periods.
Earnings per share increased to $.49 per share for the period ending June 30,
1998 as compared to $.45 for the same period in 1997. For the quarter ending
June 30, 1998 earnings per share increased to $.25 as compared to $.21 for the
same period in 1997.
Other non-interest expense increased approximately $493,000 for the six months
ended June 30, 1998 as compared to the same six month period in 1997. This
increase was primarily due to increases in expense relative to growth of the
merchant bankcard and debit card products, an increase in depreciation expense
due to the continuous updating of equipment relative to technology and
computers, and increases in professional fees due to the holding company for new
reporting processes.
Salaries and employee benefits increased approximately $190,000 for the six
month period ending June 30, 1998 compared to the same six month period in 1997.
These increases were primarily due to routine adjustments in officer and staff
salaries and staff increases in the areas of financial management, human
resources, and calling officers.
9
<PAGE> 12
CREDIT LOSS PROVISION
The Bank maintains an allowance for credit losses on loans that occur from time
to time as an incidental part of the business of banking. Loans are charged
against this allowance for credit losses which is adjusted periodically to
reflect changing loan volumes, risk potential in the portfolio and general
economic conditions. Additions to the allowance for credit losses are made
through a charge against income.
During the first six months ended June 30, 1998 the Bank funded the allowance
for credit losses $104,000 from operations and $90,000 for the same six month
period during 1997. The increase in the provision for credit losses was incurred
to match the increased loan growth. The Bank experienced $11,000 in credit
losses for the six months ended June 30, 1998 and no credit losses for the same
period ended June 30, 1997. The historical level of charge offs has been very
low for the Bank. Based on low credit losses and managements knowledge of the
loan portfolio, the Bank is satisfied that the allowance for credit losses at
June 30, 1998 of $1,294,000 or .96% of total loan is an appropriate amount.
10
<PAGE> 13
LIQUIDITY AND CAPITAL RESOURCES
Bancorp's subsidiary, the Bank, has adopted policies to maintain a relatively
liquid position to enable it to respond to changes in the Bank's financial
environment. In general, the Bank's major sources of liquidity are customer
deposits, sales and maturities of securities, the use of borrowing lines with
correspondent banks including Federal Home Loan Bank borrowings, loan repayments
and net cash provided by operating activities.
The analysis of liquidity should also include a review of the changes that
appear in the consolidated statement of cash flows for the first six months of
1998. The statement of cash flows includes operating, investing and financing
categories. Operating activities include net income which is adjusted for
non-cash items and increases or decreases in cash due to certain changes in
assets and liabilities. Investing activities consisted primarily of both
proceeds from and purchases of securities, and the net growth in loans.
Financing activities present the cash flows associated with the Bank's deposit
accounts.
Management believes that the Bank's existing sources of liquidity will enable
the Bank to fund its requirements in the normal course of business.
As of June 30, 1998, shareholders' equity totaled $21,850,000 as compared to
$19,030,000 for the same six month period in 1997, an increase of $2,820,000 or
14.8%. This increase in equity was primarily due to the Company's increased net
income.
Capital ratios for the Company were as follows as of the dates indicated:
<TABLE>
<CAPTION>
Bancorp
Adequately Well
Capitalized Capitalized June 30, 1998 December 31, 1997
Standards Standards
<S> <C> <C> <C> <C>
Tier 1 Leverage Ratio 4% 5% 9.50% 9.69%
Tier 1 Risk Based Capital Ratio 4% 6% 15.77% 15.60%
Total Risk Based Capital Ratio 8% 10% 16.72% 16.30%
</TABLE>
ITEM 3. QUANTITATIVE & QUALITATIVE ANALYSIS ABOUT MARKET RISK
No material changes have occurred in market risk since reported on December 31,
1997.
11
<PAGE> 14
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 VOTE OF SECURITY HOLDERS
(a) April 21, 1998, Annual Meeting
(b) Need not be completed
(c) The following matter was voted upon at the Annual Meeting of
Shareholders on April 21, 1998
(1) The re-election of two (2) Directors for terms expiring in
2001 or until their successors have been elected and
qualified.
Director:
WILLIAM V. HUMPHREYS
Votes cast for: 1,458,122
Votes cast against: 175
Votes withheld: 3,286
Abstain: 167
JOHN TRUAX
Votes cast for: 1,458,297
Votes cast against: 0
Votes withheld: 3,286
Abstain: 167
(d) None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibit is filed as part of this report.
27.0 Financial Data Schedule for the six months ended June 30,
1998.
(b) Reports on Form 8-K
None
12
<PAGE> 15
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.
Date: July 28,1998 /s/ William V. Humphreys
------------------------
By: William V. Humphreys
President and
Chief Executive Officer
Date: July 28,1998 /s/ Lark E. Wysham
------------------------
By: Lark E. Wysham
Senior Vice President and
Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 8,476
<INT-BEARING-DEPOSITS> 14,614
<FED-FUNDS-SOLD> 1,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 38,843
<INVESTMENTS-CARRYING> 8,796
<INVESTMENTS-MARKET> 8,883
<LOANS> 134,700
<ALLOWANCE> 1,294
<TOTAL-ASSETS> 211,114
<DEPOSITS> 168,051
<SHORT-TERM> 2,580
<LIABILITIES-OTHER> 14,274
<LONG-TERM> 4,359
0
0
<COMMON> 14,513
<OTHER-SE> 7,289
<TOTAL-LIABILITIES-AND-EQUITY> 211,114
<INTEREST-LOAN> 6,535
<INTEREST-INVEST> 1,357
<INTEREST-OTHER> 401
<INTEREST-TOTAL> 8,293
<INTEREST-DEPOSIT> 2,493
<INTEREST-EXPENSE> 2,810
<INTEREST-INCOME-NET> 5,483
<LOAN-LOSSES> 104
<SECURITIES-GAINS> 20
<EXPENSE-OTHER> 3,512
<INCOME-PRETAX> 2,959
<INCOME-PRE-EXTRAORDINARY> 2,959
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,901
<EPS-PRIMARY> 0.49
<EPS-DILUTED> 0.49
<YIELD-ACTUAL> 0<F1>
<LOANS-NON> 1
<LOANS-PAST> 54
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,201
<CHARGE-OFFS> 11
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 1,294
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,294
<FN>
<F1>Information not calculated for interim reports.
</FN>
</TABLE>
