<PAGE>
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 September 30, 1996
OR
[ ] 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 [________]
FIRST DECATUR BANCSHARES, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 33-80333 37-1085161
- ------------------------------ ---------------------- -----------------------
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
130 NORTH WATER STREET, DECATUR, IL 62523
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 217-424-1111
---------------------------
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 twelve 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 ninety days.
Yes__X__ No_____
2,902,542 shares of the Registrant's common stock, par value $.01 per share,
were outstanding at September 30, 1996.
<PAGE>
FIRST DECATUR BANCSHARES, INC.
FORM 10-Q FOR NINE MONTHS ENDED SEPTEMBER 30, 1996
INDEX
PAGE
----
PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . 1
Item 1. Condensed Consolidated Financial Statements . . . . . . . . . 1
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . 8
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 9
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 9
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . 9
Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . . 10
Item 4. Submission of Matters to a Vote of Security Holders . . . . 10
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 10
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FIRST DECATUR BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
(Unaudited)
<S> <C> <C>
Assets
Cash and due from banks $ 28,795 $ 37,537
Federal funds sold 12,620 1,035
--------- ---------
Cash and cash equivalents 41,415 38,572
Securities available for sale 90,240 91,184
Securities held to maturity 39,303 46,579
Loans, net 199,688 185,775
Premises and equipment 10,330 12,572
Goodwill, net 263 283
Other assets 8,385 7,984
--------- ---------
Total assets $ 389,624 $ 382,949
--------- ---------
--------- ---------
Liabilities
Deposits
Noninterest bearing $ 46,834 $ 54,071
Interest bearing 267,682 268,638
--------- ---------
Total Deposits 314,516 322,709
Federal funds purchases and securities sold under
repurchase agreements 18,169 8,982
Other borrowings 5,677 825
Other liabilities 3,820 4,553
--------- ---------
Total liabilities 342,182 337,069
Stockholders' Equity
Preferred stock, no par value. Authorized 200,000
shares, none issued or outstanding
Common stock, $.01 par value. Authorized 5,000,000
shares; Issued 2,909,398 shares of which 6,856
shares and 8,820 shares were held as treasury
stock 29 29
Surplus 7,545 7,545
Paid-in-capital - phantom stock 134 91
Retained earnings 40,166 37,974
Net unrealized gain (loss) on securities available
for sale (288) 415
--------- ---------
47,586 46,054
Treasury stock, at cost (144) (174)
--------- ---------
Total stockholders' equity 47,442 45,880
--------- ---------
Total liabilities and
stockholders' equity $ 389,624 $ 382,949
--------- ---------
--------- ---------
</TABLE>
Page 1
<PAGE>
FIRST DECATUR BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30 September 30 September 30
1996 1995 1996 1995
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Income
Interest on loans $ 4,207 $ 3,998 $ 12,246 $ 11,789
Interest on investments 2,027 1,933 6,124 5,812
Interest on funds sold 126 135 267 433
Other interest income 25 26 86 110
------------------------------------------------------
Total interest income 6,385 6,092 18,723 18,144
------------------------------------------------------
Interest Expense
Interest on deposits 2,836 2,811 8,317 8,125
Interest on borrowings 103 86 312 230
------------------------------------------------------
Total interest expense 2,939 2,897 8,629 8,355
------------------------------------------------------
Net Interest Income 3,446 3,195 10,094 9,789
Provision for loan losses 77 75 229 200
------------------------------------------------------
Net Interest Income After Provision for
Loan Losses 3,369 3,120 9,865 9,589
------------------------------------------------------
Other Income
Trust fees 367 353 1,082 1,055
Loan fee income 157 125 459 432
Remittance processing fees 1,355 2,159 4,605 6,832
Service charges on deposit accounts 287 293 833 755
Security transactions, net 18 1 6 0
Other 209 227 594 548
------------------------------------------------------
Total other income 2,393 3,158 7,579 9,622
------------------------------------------------------
Other Expenses
Salaries and employee benefits 1,987 2,573 6,320 7,696
Net occupancy and equipment expenses 832 756 2,208 2,103
Other operating expenses 1,222 1,377 4,054 4,657
------------------------------------------------------
Total other expenses 4,041 4,706 12,582 14,456
------------------------------------------------------
Income Before Income Tax 1,721 1,572 4,862 4,755
Income tax expense 611 492 1,599 1,538
------------------------------------------------------
Net Income 1,110 1,080 3,263 3,217
------------------------------------------------------
------------------------------------------------------
Net Income Per Share $ 0.38 $ 0.37 $ 1.12 $ 1.11
Dividends Per Share 0.11 0.11 0.33 0.31
Weighted Average Shares Outstanding 2,902,542 2,906,098 2,902,098 2,907,261
</TABLE>
Page 2
<PAGE>
FIRST DECATUR BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, September 30,
1996 1995
(Unaudited) (Unaudited)
----------------------------
<S> <C> <C>
Cash flows from operating activities:
Net cash provided by operating activities $ 4,283 $ 5,200
Cash flows from investing activities:
Purchases of securities available for sale (12,535) (24,938)
Proceeds from maturities of securities available for sale 8,166 15,250
Proceeds from sales of securities available for sale 3,991 11,180
Purchases of securities held to maturity (1,996) (3,982)
Proceeds from maturities of securities held to maturity 9,018 4,177
Net change in loans (13,913) 5,117
Disposals of premises and equipment 1,514 0
Purchases of premises and equipment (601) (4,321)
----------------------------
Net cash provided (used) by investing activities (6,356) 2,483
----------------------------
Cash flows from financing activities:
Net change in
Noninterest-bearing, interest-bearing demand and savings deposits (14,403) (19,357)
Certificates of deposit 6,209 20,330
Federal funds purchased and securities sold under repurchase
agreements 9,187 4,282
Other borrowings 4,852 (185)
Cash dividends (959) (915)
Net cash from (purchase) sale of treasury stock 30 (13)
----------------------------
Net cash provided by financing activities 4,916 4,142
----------------------------
Net increase in cash and cash equivalents $ 2,843 $ 11,825
Cash and cash equivalents, beginning of period 38,572 38,605
----------------------------
Cash and cash equivalents, end of period $ 41,415 $ 50,430
----------------------------
----------------------------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 8,784 $ 8,391
Income taxes $ 1,828 $ 1,550
</TABLE>
Page 3
<PAGE>
FIRST DECATUR BANCSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Basis of Presentation
The interim financial statements have been prepared by First Decatur
Bancshares, Inc. (the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission applicable to quarterly reports on Form
10-Q. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations. These financial statements should be read in conjunction
with the audited consolidated financial statements and related notes and
schedules included in the Company's registration statement filed on Form S-4
dated February 6, 1996, the Form 10-K for 1995 filed on May 3, 1996, and Form
8-K for the acquisition of First Shelby Financial Group, Inc. filed on April
1, 1996.
The results for the interim periods are not necessarily indicative of the
results of operations that may be expected for the fiscal year. In the
opinion of management, the information furnished reflects all adjustments
which are of a normal recurring nature and are necessary for a fair
presentation of the Company's financial position, results of operations and
cash flows for the period presented. Such adjustments were of a normal
recurring nature.
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
Note 2: Second Quarter Acquisition
On April 1, 1996, the Company completed the acquisition of First Shelby
Financial Group, Inc. ("First Shelby"), a bank holding company located in
Shelbyville, Illinois, and its subsidiary bank, First Trust Bank of
Shelbyville. The Company issued 695,853 shares of its common stock in
exchange for all of the issued and outstanding shares of First Shelby. Cash
of $124,200 was paid to one First Shelby dissenting shareholder for 5,481
shares. No other cash, except for fractional shares, was paid in the
transaction.
This transaction has been accounted for as a pooling of interest and
accordingly, financial information preceding the date of acquisition has been
restated to include the financial position and results of operations of First
Shelby Financial Group, Inc. and its subsidiary First Trust Bank of
Shelbyville.
The financial condition and results of operations previously reported
separately by the Company and First Shelby and the combined amounts presented
in the accompanying financial statements are summarized below. All
significant intercompany amounts and transactions have been eliminated in
consolidation.
Page 4
<PAGE>
FIRST DECATUR BANCSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
(amounts in thousands)
Selected balance sheet items First Decatur First Shelby
Bancshares, Inc. Financial
December 31, 1995 As originally reported Group, Inc. Restated
------------------------------------------------
<S> <C> <C> <C>
Cash and Cash Equivalents $ 35,371 $ 3,201 $ 38,572
Investment Securities $ 89,310 $48,453 $137,763
Net Loans $172,610 $13,165 $185,775
Other Assets $ 18,778 $ 2,061 $ 20,839
-------- ------- --------
Total Assets $316,069 $66,880 $382,949
-------- ------- --------
Total Deposits $268,163 $54,546 $322,709
Other Liabilities $ 13,012 $ 1,348 $ 14,360
Stockholders' Equity $ 34,894 $10,986 $ 45,880
-------- ------- --------
Total Liabilities & Equity $316,069 $66,880 $382,949
-------- ------- --------
Selected statement of income items
<CAPTION>
First Decatur First Shelby
Three months ended Bancshares, Inc. Financial
September 30, 1995 As originally reported Group, Inc. Restated
------------------------------------------------
Interest Income $5,000 $1,092 $6,092
Interest Expense ($2,359) ($ 538) ($2,897)
Provision for Loan Losses ($ 75) ($ 0) ($ 75)
Other Income $3,078 $ 80 $3,158
------- ------- -------
Total Income $5,644 $ 634 $6,278
Other Expenses $4,367 $ 339 $4,706
Income Tax Expense $ 425 $ 67 $ 492
------- ------- -------
Net Income $ 852 $ 228 $1,080
------- ------- -------
Earnings per share $ 0.38 $ 0.37
------- -------
Weighted Average Shares
outstanding 2,205 2,906
------- -------
</TABLE>
Page 5
<PAGE>
FIRST DECATUR BANCSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Selected statement of income items
<TABLE>
<CAPTION>
First Decatur First Shelby
Nine months ended Bancshares, Inc. Financial
September 30, 1995 As originally reported Group, Inc. Restated
------------------------------------------------
<S> <C> <C> <C>
Interest Income $14,956 $3,188 $18,144
Interest Expense ($ 6,804) ($1,551) ($ 8,355)
Provision for Loan Losses ($ 200) ($ 0) ($ 200)
Other Income $ 9,370 $ 252 $ 9,622
-------- ------- --------
Total Income $17,322 $1,889 $19,211
Other Expenses $13,331 $1,125 $14,456
Income Tax Expense $ 1,387 $ 151 $ 1,538
-------- ------- --------
Net Income $ 2,604 $ 613 $ 3,217
-------- ------- --------
Earnings per share $ 1.18 $ 1.11
-------- --------
Weighted Average Shares
outstanding 2,206 2,907
-------- --------
Selected statement of income items
<CAPTION>
First Shelby
Financial
Nine months ended First Decatur Group, Inc.
September 30, 1996 Bancshares, Inc. (a) Restated
-----------------------------------------
<S> <C> <C> <C>
Interest Income $17,645 $1,078 $18,723
Interest Expense ($ 8,091) ($ 538) ($ 8,629)
Provision for Loan Losses ($ 227) ($ 2) ($ 229)
Other Income $ 7,507 $ 72 $ 7,579
-------- ------- --------
Total Income $16,834 $ 610 $17,444
Other Expenses $12,210 $ 372 $12,582
Income Tax Expense $ 1,545 $ 54 $ 1,599
-------- ------- --------
Net Income $ 3,079 $ 184 $ 3,263
-------- ------- --------
Earnings per share $ 1.12
--------
Weighted Average Shares
outstanding 2,902
--------
</TABLE>
Page 6
<PAGE>
FIRST DECATUR BANCSHARES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(a) Balances reflect only the results of operations from January 1, 1996 up
to the effective merger date of April 1, 1996. Results of operations from
the period April 1, 1996 through September 30, 1996 are included in the
First Decatur Bancshares, Inc. balances.
Note 3: Common Shares
During the third quarter, the Company's Board of Directors approved a stock
repurchase program which authorizes the repurchase of common shares to be
used for the issuance of shares under the Company's employee stock option
plan. The shares will be repurchased from time to time in the open market or
in private transactions. At September 30, 1996, no shares had been
repurchased.
Page 7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion of the results of operations and financial
condition should be read in conjunction with the Company's unaudited
condensed consolidated financial statements and notes thereto.
OVERVIEW
The Company is a holding company whose principal activity is the ownership
and management of its subsidiaries, The First National Bank of Decatur
("Decatur Bank"), FirsTech, Inc. ("FirsTech"), and First Shelby Financial
Group, Inc. ("First Shelby"). Decatur Bank operates under a national charter
and provides full banking services, including trust services. As a national
bank, Decatur Bank is subject to regulation by the Office of the Comptroller
of the Currency and the Federal Deposit Insurance Corporation ("FDIC").
Decatur Bank generates commercial, mortgage and consumer loans and receives
deposits from customers located throughout Decatur Bank's principal lending
area, which is Central Illinois. FirsTech is a remittance processing company
that provides various remittance processing services for several large
utility companies. First Shelby is a holding company whose principal
activity is the ownership and management of its subsidiary, The First Trust
Bank of Shelbyville ("Shelby Bank"). Shelby Bank operates under a state
charter and provides full banking services, including trust services. As a
state bank, Shelby Bank is subject to regulation by the FDIC and the Illinois
Office of Banks and Real Estate.
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1996 TO THREE MONTHS ENDED
SEPTEMBER 30, 1995 AND NINE MONTHS ENDED SEPTEMBER 30, 1996 TO NINE MONTHS
ENDED SEPTEMBER 30, 1995
OTHER INCOME. Other income decreased from $3,158 for the three months
ended September 30, 1995, to $2,393 for the three months ended September 30,
1996. This represents a decrease of $765 (24%). Other income decreased from
$9,622 for the nine months ended September 30, 1995, to $7,579 for the nine
months ended September 30, 1996. This represents a decrease of $2,043 (21%).
This decrease is attributed to a reduction in remittance processing income
generated by FirsTech as the result of the loss of a major contract during
the period. In September 1995, the Company received notification from one
major customer of their intention not to renew a service contract that
expired January 1, 1996. Management is continuing to attract new business
from several other prospective customers.
OTHER EXPENSES. Other expenses decreased from $4,706 for the three months
ended September 30, 1995, to $4,041 for the three months ended September 30,
1996. This represents a $665 (14%) decrease. Other expenses decreased from
$14,456 for the nine months ended September 30, 1995, to $12,582 for the nine
months ended September 30, 1996. The decrease was attributed to decreases in
salaries and employee benefits and other operating expenses. Salaries and
employee benefits were $586 (23%) lower for the three month period ended
September 30, 1996, and $1,376 (18%) lower for the nine month period ended
September 30, 1996, mainly due to the reduction of staff at FirsTech as a
result of the loss of a major contract effective January 1, 1996.
Other operating expenses were $155 (11%) lower for the three month period
ended September 30, 1996, and $603 (13%) for the nine month period ended
September 30, 1996. The change in other operating expenses is mainly due to
a reduction in FDIC insurance expense ($452) as a result of the FDIC
insurance fund being fully funded during 1995; a net reduction in data
processing expenses ($158) and stationary/supplies ($52) as a result of
Decatur Bank and FirsTech purchasing a new in-house computer system and
imaging equipment during 1995; a reduction in postage expense ($89) as a
result of the loss of a major contract by FirsTech and increased
efficiencies; and a reduction in correspondent bank service charges ($195) as
a result of decreased FirsTech processing. The Company also had an increase
in professional fees ($337) primarily for the acquisition of First Shelby
that were expensed on April 1, 1996, upon the consummation of the
acquisition.
Page 8
<PAGE>
FINANCIAL CONDITION (DOLLARS IN THOUSANDS)
The Company's assets increased $6,675 or 1.7% from December 31, 1995 to
September 30, 1996. This increase was primarily due to increases in Federal
funds sold and net loans offset by a decrease in cash and due from banks,
securities held-to-maturity, and premises and equipment.
CASH AND DUE FROM BANKS. Cash and due from banks decreased $8,742 from
December 31, 1995 to September 30, 1996. See the consolidated statement of
cash flow for the nine months ended September 30, 1996, in the interim
financial statements for the details representing this decrease in cash and
due from banks.
FEDERAL FUNDS SOLD. The increase in Federal funds sold of $11,585 from
December 31, 1995 to September 30, 1996 was attributed to short-term cash
fluctuations. The Federal funds sold are of a short-term nature and provide
the needed liquidity to fund loan growth and security acquisitions.
SECURITIES HELD-TO-MATURITY. The decrease in securities held-to-maturity
of $7,276 from December 31, 1995 to September 30, 1996 was attributed to
maturities of $9,018 offset by purchases of $1,996.
LOANS, NET. The increase in loans of $13,913 from December 31, 1995 to
September 30, 1996 was attributed to increases in Commercial loans ($6,910),
Installment loans ($3,091), and Mortgage loans ($3,956).
PREMISES AND EQUIPMENT. The decrease in premises and equipment of $2,242
from December 31, 1995 to September 30, 1996 was mainly attributed to the
$1,514 disposal of assets by FirsTech during the third quarter of 1996.
DEPOSITS. Total deposits decreased $8,193 from December 31, 1995 to
September 30, 1996. This decrease is attributed to large Certificates of
Deposit for a local school district not renewed and loss of a major contract
by FirsTech.
FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER REPURCHASE AGREEMENTS.
The increase in Federal funds purchased and securities sold under repurchase
agreements of $9,187 from December 31, 1995 to September 30, 1996, is
attributed to an increase of $8,872 in repurchase agreements with a large
utility company.
OTHER BORROWINGS. Other borrowings increased $4,852 from December 31, 1995
to September 30, 1996. This increase is attributed to the Bank reaching
their ceiling for Treasury, Tax & Loans and not receiving a call from the
Federal Reserve Bank to pay the funds and a $2,500 short term borrowing from
the Federal Home Loan Bank.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved from time to time in routine litigation incidental
to its business. However, the Company believes that it is not a party to any
material pending litigation which, if decided adversely to the Company, would
have a significant negative impact on the business, income, assets or
operation of the Company. The Company is not aware of any other material
threatened litigation which might involve the Company.
ITEM 2. CHANGES IN SECURITIES
Not Applicable
Page 9
<PAGE>
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
Exhibit
Number Description of Exhibit
------- ----------------------
11 Computation of Per Share Income - Refer to the
Consolidated Statements of Income in the
interim financial statements
27 Financial Data Schedule
(b) Reports on Form 8-K
Not applicable
Page 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.
FIRST DECATUR BANCSHARES, INC.
November 13, 1996 By: /s/ John L. Luttrell
---------------------------------------------------
John L. Luttrell
President and Chief Executive Officer
November 13, 1996 By: /s/ Matthew C. Graves
---------------------------------------------------
Matthew C. Graves
Vice President and Principal Financial Officer
Page 11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 28,795
<INT-BEARING-DEPOSITS> 267,682
<FED-FUNDS-SOLD> 12,620
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 90,240
<INVESTMENTS-CARRYING> 39,303
<INVESTMENTS-MARKET> 39,362
<LOANS> 203,083
<ALLOWANCE> 3,395
<TOTAL-ASSETS> 389,624
<DEPOSITS> 314,516
<SHORT-TERM> 23,846
<LIABILITIES-OTHER> 3,820
<LONG-TERM> 0
0
0
<COMMON> 29
<OTHER-SE> 47,413
<TOTAL-LIABILITIES-AND-EQUITY> 389,624
<INTEREST-LOAN> 12,246
<INTEREST-INVEST> 6,124
<INTEREST-OTHER> 353
<INTEREST-TOTAL> 18,723
<INTEREST-DEPOSIT> 8,317
<INTEREST-EXPENSE> 8,629
<INTEREST-INCOME-NET> 10,094
<LOAN-LOSSES> 229
<SECURITIES-GAINS> 6
<EXPENSE-OTHER> 12,582
<INCOME-PRETAX> 4,862
<INCOME-PRE-EXTRAORDINARY> 4,862
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,263
<EPS-PRIMARY> 1.12
<EPS-DILUTED> 1.12
<YIELD-ACTUAL> .055
<LOANS-NON> 89
<LOANS-PAST> 249
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 1,856
<ALLOWANCE-OPEN> 3,356
<CHARGE-OFFS> 346
<RECOVERIES> 156
<ALLOWANCE-CLOSE> 3,395
<ALLOWANCE-DOMESTIC> 3,395
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
