FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(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, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-9101
JEFFERSON BANKSHARES, INC.
Incorporated in the I.R.S. Employer ID No.
State of Virginia 54-1104491
123 East Main Street
Post Office Box 711
Charlottesville, Virginia 22902
Telephone (804) 972-1100
Indicate by a 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 and
(2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
As of April 30, 1997, Registrant has 13,929,097 shares of its
$2.50 par value common stock issued and outstanding.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Balance Sheets
($ in thousands)
March 31 Dec. 31
1997 1996 1996
<S> <C> <C> <C>
ASSETS
Cash and due from banks............................... $ 82,034 $ 77,037 $ 100,228
Federal funds sold and other money market investments - 10,000 -
Investment securities:
Available for sale (cost on March 31 of $169,618 170,262 192,891 178,073
in 1997 and $190,459 in 1996 and $176,104 on
December 31, 1996)
Held to maturity (fair value on March 31 402,999 447,003 430,981
of $402,610 in 1997 and $449,455 in 1996,
and $432,673 on December 31, 1996)
Total investment securities........................... 573,261 639,894 609,054
Loans................................................. 1,402,551 1,237,432 1,365,949
Less: Unearned income................................. (67) (57) (95)
Allowance for loan losses....................... (15,087) (13,778) (14,656)
Net loans............................................. 1,387,397 1,223,597 1,351,198
Premises and equipment................................ 58,968 51,662 55,774
Other assets.......................................... 47,053 47,788 45,571
Total Assets.......................................... $2,148,713 $2,049,978 $2,161,825
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Demand................................................ $ 306,862 $ 287,440 $ 311,817
Interest-bearing transaction accounts................. 832,329 804,767 824,671
Certificates of deposit $100,000 and over............. 114,307 95,870 110,260
Other time............................................ 633,795 600,104 644,361
Total deposits........................................ 1,887,293 1,788,181 1,891,109
Federal funds purchased and
securities sold under repurchase agreements......... 35,213 14,658 50,066
Other liabilities..................................... 19,612 19,073 16,336
Total liabilities..................................... 1,942,118 1,821,912 1,957,511
Shareholders' Equity:
Preferred stock of $10.00 par value. Authorized
1,000,000 shares; issued none......................... - - -
Common stock of $2.50 par value. Authorized 32,000,000
shares; issued and outstanding 13,926,847 shares
March 31, 1997; and 15,166,196 shares March
31,1996; and 13,937,491 shares December 31, 1996.. 34,817 37,915 34,844
Capital surplus....................................... 49,357 47,697 48,720
Retained earnings..................................... 122,002 140,873 119,470
Unrealized gains on securities
available for sale, net............................ 419 1,581 1,280
Total shareholders' equity ........................... 206,595 228,066 204,314
Total Liabilities and Shareholders' Equity............ $2,148,713 $2,049,978 $2,161,825
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Income
(in thousands except per share data)
Three months ended
March 31
1997 1996
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans .................. $30,245 $27,387
Income on investment securities:
Available for sale........................... 2,697 2,854
Held to maturity............................. 6,527 6,936
Other interest income........................ 62 159
Total interest income........................ 39,531 37,336
INTEREST EXPENSE
Interest-bearing transaction accounts........ 5,617 5,480
Certificates of deposit $100,000 and over.... 1,437 1,206
Other time deposits.......................... 7,821 7,679
Short-term borrowings........................ 636 170
Total interest expense....................... 15,511 14,535
NET INTEREST INCOME.......................... 24,020 22,801
PROVISION FOR LOAN LOSSES.................... 990 780
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES.............................. 23,030 22,021
NON-INTEREST INCOME
Trust income................................. 1,186 1,059
Service charges on deposit accounts.......... 2,371 2,400
Investment securities gains (losses)......... - 1
Mortgage loan sales income................... 145 160
Other income................................. 1,153 1,041
Total non-interest income.................... 4,855 4,661
NON-INTEREST EXPENSE
Salaries and employee benefits............... 10,772 10,280
Occupancy expense, net....................... 1,347 1,367
Equipment expense............................ 1,549 1,556
F.D.I.C. assessments......................... 46 31
Other expense................................ 3,542 3,505
Total non-interest expense................... 17,256 16,739
INCOME BEFORE INCOME TAXES................... 10,629 9,943
PROVISION FOR INCOME TAXES................... 3,680 3,408
NET INCOME................................... $ 6,949 $ 6,535
NET INCOME PER COMMON SHARE.................. 0.50 0.43
AVERAGE SHARES OUTSTANDING................... 13,943 15,173
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
($ in thousands)
Three months ended
March 31
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income.......................................... $ 6,949 $ 6,535
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization....................... 1,762 1,676
Accretion and amortization.......................... 899 937
Provision for loan losses........................... 990 780
Investment securities gains, net.................... - (1)
(Gain)loss on sale of premises and equipment........ 24 (6)
(Increase) decrease in interest receivable.......... 380 (476)
Decrease in interest payable........................ (13) (79)
Increase in loans held for resale, net.............. (303) (1,382)
Other, net.......................................... 1,499 1,725
Total adjustments................................... 5,238 3,174
Net cash provided by operating activities........... 12,187 9,709
Cash flows from investing activities:
Proceeds from maturities of investment securities
held to maturity.................................. 27,508 29,742
Proceeds from calls of investment securities
held to maturity.................................. 90 131
Purchases of investment securities held to maturity. (331) (23,123)
Proceeds from maturities of securities available
for sale.......................................... 6,300 6,200
Proceeds from sales of securities available
for sale.......................................... - 979
Purchases of securities available for sale.......... - (13,615)
Net increase in loans............................... (36,858) (16,045)
Proceeds from sales of premises and equipment....... 36 36
Proceeds from sales of foreclosed properties........ 118 578
Purchases of premises and equipment................. (4,681) (859)
Net cash used in investing activities............... (7,818) (15,976)
Cash flows from financing activities:
Net decrease in deposits.. ........................ (3,816) (5,018)
Net decrease in short-term borrowings............... (14,853) (1,460)
Repayment of long-term debt......................... - (15)
Proceeds from issuance of common stock.............. 539 84
Stock purchases..................................... (865) (434)
Dividends paid...................................... (3,568) (2,881)
Net cash used in financing activities............... (22,563) (9,724)
Net decrease in cash and cash equivalents.......... (18,194) (15,991)
Cash and cash equivalents at beginning of period.... 100,228 103,028
Cash and cash equivalents at end of period.......... $ 82,034 $ 87,037
Supplemental disclosure of cash flow information
Cash payments for:
Interest.......................................... $ 15,524 $ 14,614
Income taxes...................................... - (397)
Non-cash investing and financing activities:
Loan balances transferred to foreclosed properties $ - $ 54
See accompanying notes to consolidated financial statements
</TABLE>
<TABLE>
Jefferson Bankshares, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
($ in thousands) Three Months Ended
March 31
1997 1996
<S> <C> <C>
Balance, January 1.................................. $204,314 $226,540
Net income.......................................... 6,949 6,535
Cash dividends declared............................. (3,481) (3,337)
Change in unrealized (losses) on securities
available for sale................................. (861) (1,322)
Issuance of common stock for:
Dividend Reinvestment Plan 46 -
Employee Stock Purchase Plan 4 -
1995 Long-Term Incentive Stock Plan 110 -
Deferred Compensation and Stock Purchase Plan for
Non-Employee Directors 538 -
Acquisition of common stock ........................ (1,024) (434)
Balance, March 31................................... $206,595 $228,066
</TABLE>
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
($ in thousands)
Note 1 - General
The consolidated financial statements conform to generally accepted
accounting principles and to general industry practices. The accompanying
consolidated financial statements are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of the
consolidated financial statements have been included. All such
adjustments are of a normal and recurring nature. The notes included
herein should be read in conjunction with the notes to consolidated
financial statements included in the Corporation's 1996 Annual Report
to shareholders.
<TABLE>
Note 2 - Allowance for Loan Losses
A summary of transactions in the consolidated allowance for loan losses
for the three months ended March 31 follows:
1997 1996
<S> <C> <C>
Balance, January 1............................ $ 14,656 $ 13,432
Provision..................................... 990 780
Recoveries.................................... 233 165
Loan losses................................... (792) (599)
Balance, March 31............................. $ 15,087 $ 13,778
</TABLE>
<TABLE>
Note 3 - Income Taxes
Income tax expense for the three months ended March 31 is different
than the amount computed by applying the statutory corporate federal
income tax rate of 35% to income before income taxes. The reasons
for this difference are as follows:
1997 1996
<S> <C> <C>
Tax expense at statutory rate......... $ 3,720 $ 3,480
Increase (reduction)in taxes
resulting from:
Tax exempt interest................... (123) (161)
Other, net............................ 83 89
Provision for income taxes............ $ 3,680 $ 3,408
</TABLE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Management's discussion and analysis of financial information is
presented to aid the reader in understanding and evaluating the
financial condition and results of operations of Jefferson Bankshares,
Inc. The analysis focuses on the Consolidated Financial Statements and
their accompanying notes. Highlighted in the discussion are material
changes from prior reporting periods and any identifiable trends
affecting the Corporation.
Financial Condition
Total assets on March 31, 1997 were $2.149 billion compared with
$2.050 billion one year earlier. Average total assets in the first
quarter of 1997 were $2.133 billion compared with the first quarter 1996
average of $2.022 billion.
Loans, net of unearned income increased 13 percent on March 31,
1997 to $1.402 billion from the year earlier total of $1.237 billion.
The March 31, 1997 total also represented a $36 million increase over
the year-end 1996 total of $1.366 billion. Loan categories that provided
growth in the first quarter of 1997 were the same categories responsible
for loan growth during 1996. Indirect instalment loans continued to lead
the portfolio's growth while commercial loans and mortgage loans also
grew strongly. Average loans, net of unearned income, increased 13
percent in the first quarter of 1997 to $1.380 million from $1.225
million in the first quarter of 1996.
Investment securities represent the second largest component of
earning assets. Investment securities decreased 10 percent to $573
million on March 31, 1997 from $640 million one year earlier. At year-
end 1996, investment securities totaled $609 million. In the first
quarter, total investment securities averaged $591 million in 1997, or 7
percent below the first quarter 1996 average of $632 million.
On March 31, 1997, there were no federal funds sold and money
market investments compared with $10 million one year earlier. At year-
end 1996, the Corporation had no short-term money market investments.
In the first quarter of 1997, these investments averaged $5 million
compared with a first quarter 1996 average of $12 million.
Total deposits on March 31, 1997 were $1.887 billion, or 6 percent
above the year earlier total of $1.788 billion. At year-end 1996,
deposits totaled $1.891 billion. Non interest-bearing deposits
increased 7 percent to $307 million from $287 million one year ago, and
interest-bearing deposits increased 5 percent to $1.580 billion at
quarter-end 1997 from the year earlier total of $1.501 billion. Average
total deposits in the first quarter were $1.862 billion in 1997 and
$1.761 billion in 1996.
Short-term borrowings totaled $35 million on March 31, 1997
compared with $15 million one year earlier and $50 million at year-end
1996. In the first quarter, short-term borrowings averaged $50 million
in 1997 and $18 million in 1996.
Results of Operations
Net income in the first quarter of 1997 increased 6 percent to
$6.9 million from $6.5 million in the first quarter of 1996. Net income
per share in the first quarter increased 16 percent to $.50 in 1997 from
$.43 in 1996. The stronger increase in net income per share resulted
from a reduction of shares outstanding through a tender offer concluded
in the fourth quarter of 1996.
Higher net income in the 1997 quarter raised profitability ratios.
The return on average assets in the first quarter increased to 1.30
percent in 1997 compared with 1.29 percent in 1996. The return on
average shareholders' equity improved in the first quarter to 13.39
percent in 1997 from 11.40 percent in 1996. The higher return on equity
was boosted by the reduction in capital used to repurchase shares in the
tender offer.
The increase in first quarter 1997 net income was attributable
principally to a 5 percent increase in net interest income. Total
interest income in the first quarter of 1997 increased 6 percent to
$39.5 million from $37.3 million in the first quarter of 1996. The
higher interest income reflected a 6 percent increase in average earning
assets.
Interest expense in the first quarter of 1997 rose 7 percent to
$15.5 million from $14.5 million in the first quarter of 1996. The
increase was attributable principally to an increase in interest-bearing
liabilities.
In spite of the larger percentage increase in interest expense as
compared with interest income, net interest income increased 5 percent
in the first quarter of 1997 to $24.0 million from $22.8 million in the
first quarter of 1996. The net interest margin was 4.93 percent in the
first quarter of 1997 compared with 4.95 percent in the 1996 quarter.
At 4.93 percent, however, the net interest margin remained strong while
below the 4.98 percent net interest margin registered in the fourth
quarter of 1996.
In recognition of the increase in loans and an increase in net
loan losses, the provision for loan losses in the first quarter was
increased to $990 thousand in 1997 from $780 thousand in 1996. On March
31, 1997, the allowance for loan losses was $15.1 million, or 1.08
percent of loans, net of unearned income. One year earlier, the
allowance was $13.8 million or 1.11 percent of loans, net of unearned
income. In the first quarter of 1997, net loan losses amounted to $559
thousand compared with $434 thousand in the 1996 quarter.
Non-performing assets decreased 32 percent to $6.351 million on
March 31, 1997 from $9.381 million one year ago. The March 31, 1997
total included non-accrual loans of $4.264 million, restructured loans
of $245 thousand, and foreclosed properties of $1.842 million. The
March 31, 1996 total included non-accrual loans of $5.898 million,
restructured loans of $250 thousand, and foreclosed properties of $3.233
million. Loans 90 days or more past due at quarter-end in 1997 and 1996
were $2.588 million and $2.413 million, respectively.
Non-interest income in the first quarter of 1997 of $4.9 million
was 4 percent above the year earlier amount of $4.7 million. Trust
income increased 12 percent in the quarter to $1.2 million. Deposit
account fees were 1 percent lower in the first quarter of 1997 at $2.4
million. Mortgage loan sales decreased to $145 thousand from $160
thousand for the quarters ended March 31, 1997 and 1996, respectively.
Other income recorded an 11 percent increase from $1 million for the
first quarter of 1996 to $1.2 million for the first quarter of 1997.
Fees from credit cards and ATM's contributed to the increase in other
income.
Non-interest expense in the first quarter of 1997 of $17.3
million, was 3 percent greater than the amount in the same quarter of
1996. Personnel expense increased 5 percent, equipment expense was
nearly level, occupancy expense decreased 2 percent, and other expense
increased 2 percent.
LIQUIDITY
A financial institution's liquidity requirements are measured by
its need to meet deposit withdrawals, fund loans, maintain reserve
requirements, and operate the organization. To meet its liquidity
needs, the Corporation maintains cash reserves and has an adequate flow
of funds from maturing loans, investment securities, and short-term
investments. In addition the Corporation's bank affiliate has the
ability to borrow from the Federal Reserve and the Federal Home Loan
Bank. The Corporation considers its sources of liquidity to be ample to
meet its estimated needs.
CAPITAL RESOURCES
On March 31, 1997, shareholders' equity totaled $207 million, or
10 percent of total assets. Included in shareholders' equity on March
31, 1996 were unrealized gains, net of the deferred tax effect, of $419
thousand on securities available for sale. In the first quarter of
1997, shareholders' equity averaged $208 million, or 9 percent below the
first quarter 1996 average of $229 million. On March 31, 1997, the book
value of a share of common stock was $14.83, or 1.4 percent below the
year earlier $15.04. The decrease in average equity and book value
resulted from the repurchase of shares in the tender offer.
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. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed on the accompanying Index to Exhibits
immediately following the signature page are filed as part
of, or incorporated by reference into, this report.
(b) Reports on Form 8-K
Jefferson Bankshares, Inc. filed no reports on Form 8-K during the
quarter ended March 31, 1996.
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.
JEFFERSON BANKSHARES, INC.
May 12, 1997 By: O. Kenton McCartney
President and
Chief Executive Officer
and
By: Allen T. Nelson, Jr.
Senior Vice President,
Chief Financial Officer
and Treasurer
EXHIBIT INDEX
Exhibit No. Page
3. Articles of Incorporation and Bylaws:
(a) Articles of Incorporation incorporated by
reference to Jefferson Bankshares' Annual
Report on Form 10-K for 1984.
(b) Articles of Amendment to Articles of
Incorporation dated May 7, 1987, incorporated
by reference to Jefferson Bankshares' report
on Form 10-Q for the quarter ended June 30,
1987.
(c) Articles of Amendment to Articles of
Incorporation dated March 23, 1993, incorporated
by reference to Jefferson Bankshares' report
on Form 10-Q for the quarter ended June 30, 1993.
(d) Amended and Restated Bylaws dated January 24, 1995,
incorporated by reference to Jefferson Bankshares'
Annual Report on Form 10-K for 1994.
(e) Amendment dated September 25, 1996 to the Amended
and Restated Bylaws, incorporated by reference to
Jefferson Bankshares' report on Form 10-Q for the
quarter ended September 30, 1996.
4. Instruments defining the rights of security holders
including indentures:
(a) Articles of Incorporation, incorporated by reference
to Jefferson Bankshares' Annual Report on
Form 10-K for 1984.
(b) Articles of Amendment to Articles of
Incorporation dated May 7, 1987, incorporated
by reference to Jefferson Bankshares' report
on Form 10-Q for the quarter ended June 30,
1987.
(c) Articles of Amendment to Articles of
Incorporation dated March 23, 1993,
incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the
quarter ended June 30, 1993.
10. Material Contracts:
(a) Senior Officers Supplemental Pension Plan,
incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1982.
(b) Split Dollar Life Insurance Plan, incorporated
by reference to Jefferson Bankshares' Annual
Report on Form 10-K for 1984.
(c) 1995 Long Term Incentive Stock Plan, incorporated
by reference to Exhibit 99(a) to Form S-8 of
Jefferson Bankshares, File No. 33-60799.
(d) Amendment dated June 27, 1995 to Long Term Incentive
Stock Plan, incorporated by reference to Jefferson
Bankshares' report on Form 10-Q for the quarter ended
June 30, 1995.
(e) Deferred Compensation and Stock Purchase Plan for
Non-Employee Directors, incorporated by reference
to Exhibit 99(a) to Form S-8 of Jefferson Bankshares,
File No. 33-57461.
(f) First Amendment dated January 28, 1997 to Deferred
Compensation and Stock Purchase Plan for Non-Employee
Directors , incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1996.
(g) Executive Severance Agreement dated October 25,
1993 between Jefferson Bankshares and O. Kenton
McCartney, incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1993.
(h) Executive Severance Agreement dated October 25,
1993 between Jefferson Bankshares and Robert H.
Campbell, Jr., incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1993.
(i) Executive Severance Agreement dated December 6, 1993
between Jefferson Bankshares, Inc. and Allen T.
Nelson, Jr., incorporated by reference to Jefferson
Bankshares' Annual Report on Form 10-K for 1994.
(j) Executive Severance Agreement dated October 25, 1993
between Jefferson Bankshares and William M. Watson, Jr.,
incorporated by reference to Jefferson Bankshares' Annual
Report on Form 10-K for 1995.
(k) Amended and Restated Split Dollar Life Insurance
Agreement dated October 29, 1993 between Jefferson
Bankshares and Robert H. Campbell, Jr., incorporated by
reference to Jefferson Bankshares' Annual Report on
Form 10-K for 1993.
(l) Amendment dated February 15, 1995, to the Amended
and Restated Split Dollar Life Insurance Agreement
dated October 29, 1993 between Jefferson Bankshares
and Robert H. Campbell, Jr., incorporated by reference
to Jefferson Bankshares' report on Form 10-Q for the
quarter ended March 31, 1995.
(m) Amended and Restated Split Dollar Life Insurance
Agreement dated October 29, 1993 between Jefferson
Bankshares and O. Kenton McCartney, incorporated by
reference to Jefferson Bankshares' Annual Report on
Form 10-K for 1993.
(n) Amendment dated as of May 19, 1994, to the Amended
and Restated Split Dollar Life Insurance Agreement
dated October 29, 1993 between Jefferson Bankshares
and O. Kenton McCartney, incorporated by reference
to Exhibit 10(p) to Form S-4 of Jefferson Bankshares,
File No. 33-53727.
(o) Split Dollar Life Insurance Agreement dated
January 6, 1995 between Jefferson Bankshares, Inc. and
Allen T. Nelson, Jr., incorporated by reference to
Jefferson Bankshares' Annual Report on Form 10-K for 1994.
(p) Amended and Restated Split Dollar Life Insurance
Agreement dated October 29, 1993 between Jefferson
Bankshares and William M. Watson, Jr., incorporated by
reference to Jefferson Bankshares' Annual Report on
Form 10-K for 1995.
27. Financial Data Schedule 13
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 82,034
<INT-BEARING-DEPOSITS> 1,580,431
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 170,262
<INVESTMENTS-CARRYING> 402,999
<INVESTMENTS-MARKET> 398,557
<LOANS> 1,402,551
<ALLOWANCE> 15,087
<TOTAL-ASSETS> 2,148,713
<DEPOSITS> 1,887,293
<SHORT-TERM> 35,213
<LIABILITIES-OTHER> 19,612
<LONG-TERM> 0
0
0
<COMMON> 34,817
<OTHER-SE> 171,778
<TOTAL-LIABILITIES-AND-EQUITY> 2,148,713
<INTEREST-LOAN> 30,245
<INTEREST-INVEST> 9,224
<INTEREST-OTHER> 62
<INTEREST-TOTAL> 39,531
<INTEREST-DEPOSIT> 14,875
<INTEREST-EXPENSE> 15,511
<INTEREST-INCOME-NET> 24,020
<LOAN-LOSSES> 990
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 17,256
<INCOME-PRETAX> 10,629
<INCOME-PRE-EXTRAORDINARY> 6,949
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,949
<EPS-PRIMARY> .50
<EPS-DILUTED> 0
<YIELD-ACTUAL> 4.93
<LOANS-NON> 4,264
<LOANS-PAST> 2,588
<LOANS-TROUBLED> 245
<LOANS-PROBLEM> 2,401
<ALLOWANCE-OPEN> 14,656
<CHARGE-OFFS> 792
<RECOVERIES> 233
<ALLOWANCE-CLOSE> 15,087
<ALLOWANCE-DOMESTIC> 12,735
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 2,352
</TABLE>
