<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 June 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 June 30, 1996.
<PAGE>
FIRST DECATUR BANCSHARES, INC.
FORM 10-Q FOR SIX MONTHS ENDED JUNE 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............................................. 10
Item 1. Legal Proceedings................................... 10
Item 2. Changes in Securities............................... 10
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.................... 11
SIGNATURES.............................................................. 12
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FIRST DECATUR BANCSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
--------------------------------------
(Unaudited)
<S> <C> <C>
Assets
Cash and due from banks $ 31,150 $ 37,537
Federal funds sold 9,680 1,035
---------- ----------
Cash and cash equivalents 40,830 38,572
Securities available for sale 92,100 91,184
Securities held to maturity 42,749 46,579
Loans, net 192,326 185,775
Premises and equipment 12,037 12,572
Goodwill, net 270 283
Other assets 8,029 7,984
---------- ----------
Total assets $ 388,341 382,949
---------- ----------
---------- ----------
Liabilities
Deposits
Noninterest bearing $ 54,092 54,071
Interest bearing 265,123 268,638
---------- ----------
Total deposits 319,215 322,709
Federal funds purchased and securities
sold under repurchase agreements 12,814 8,982
Other borrowings 6,557 825
Other liabilities 3,211 4,553
---------- ----------
Total liabilities 341,797 337,069
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 7,853 7,853
Paid-in capital - phantom stock 121 91
Retained earnings 39,067 37,666
Net unrealized gain (loss) on securities
available for sale (382) 415
---------- ----------
46,688 46,054
Treasury stock, at cost (144) (174)
---------- ----------
Total stockholders' equity 46,544 45,880
---------- ----------
Total liabilities and
stockholders' equity $ 388,341 382,949
---------- ----------
---------- ----------
</TABLE>
Page 1
<PAGE>
FIRST DECATUR BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE AND SIX MONTH PERIODS ENDED JUNE 30, 1996 AND 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30 June 30 June 30
1996 1995 1996 1995
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest Income
Interest on loans $ 4,027 $ 3,884 $ 8,039 $ 7,792
Interest on investments 2,051 1,951 4,097 3,879
Interest on funds sold 60 210 140 297
Other interest income 25 41 61 84
---------- ---------- ---------- ----------
Total interest income 6,163 6,086 12,337 12,052
---------- ---------- ---------- ----------
Interest Expense
Interest on deposits 2,690 2,762 5,481 5,314
Interest on borrowings 119 64 208 144
---------- ---------- ---------- ----------
Total interest expense 2,809 2,826 5,689 5,458
---------- ---------- ---------- ----------
Net Interest Income 3,354 3,260 6,648 6,594
Provision for loan losses 75 50 152 125
---------- ---------- ---------- ----------
Net Interest Income After Provision for Loan Losses 3,279 3,210 6,496 6,469
---------- ---------- ---------- ----------
Other Income
Trust fees 363 365 715 702
Loan fee income 145 149 301 306
Remittance processing fees 1,463 2,235 3,250 4,673
Service charges on deposit accounts 277 232 546 463
Security transactions, net (11) 11 (11) (1)
Other 194 203 385 320
---------- ---------- ---------- ----------
Total other income 2,431 3,195 5,186 6,463
---------- ---------- ---------- ----------
Other Expenses
Salaries and employee benefits 2,033 2,598 4,333 5,123
Net occupancy and equipment expenses 686 710 1,377 1,346
Other operating expenses 1,501 1,617 2,831 3,280
---------- ---------- ---------- ----------
Total other expenses 4,220 4,925 8,541 9,749
---------- ---------- ---------- ----------
Income Before Income Tax 1,490 1,480 3,141 3,183
Income tax expense 469 477 988 1,046
---------- ---------- ---------- ----------
Net Income $ 1,021 $ 1,003 $ 2,153 $ 2,137
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net Income Per Share $ 0.35 $ 0.34 $ 0.74 $ 0.73
Dividends Per Share 0.11 0.10 0.22 0.20
Weighted Average Shares Outstanding 2,902,009 2,910,072 2,901,874 2,907,889
</TABLE>
Page 2
<PAGE>
FIRST DECATUR BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTH PERIODS ENDED JUNE 30, 1996 AND 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
June 30, June 30,
1996 1995
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net cash provided by operating activities $ 2,443 $ 2,652
Cash flows from investing activities:
Purchases of securities available for sale (11,135) (23,625)
Proceeds from maturities of securities available for sale 5,828 13,390
Proceeds from sales of securities available for sale 2,999 9,076
Purchases of securities held to maturity (1,872) (3,113)
Proceeds from maturities of securities held to maturity 5,667 2,403
Net change in loans (6,551) 6,104
Purchases of premises and equipment (352) (3,462)
---------- ----------
Net cash provided (used) by investing activities (5,416) 773
---------- ----------
Cash flows from financing activities:
Net change in
Noninterest-bearing, interest-bearing demand and savings deposits (4,117) (8,083)
Certificates of deposit 623 6,715
Federal funds purchased and securities sold under
repurchase agreements 3,832 (4,312)
Other borrowings 5,732 460
Cash dividends (869) (672)
Net cash from (purchase) sale of treasury stock 30 (13)
---------- ----------
Net cash provided (used) by financing activities 5,231 (5,905)
---------- ----------
Net increase (decrease) in cash and cash equivalents 2,258 (2,480)
Cash and cash equivalents, beginning of period 38,572 38,605
---------- ----------
Cash and cash equivalents, end of period 40,830 36,125
---------- ----------
---------- ----------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 5,728 $ 5,541
Income Taxes $ 1,128 $ 1,177
</TABLE>
Page 3
<PAGE>
FIRST DECATUR BANCSHARES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 1996
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.
Page 4
<PAGE>
FIRST DECATUR BANCSHARES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 1996
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.
<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
--------- -------- ---------
</TABLE>
Page 5
<PAGE>
FIRST DECATUR BANCSHARES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
Selected statement of income items
First Decatur First Shelby
Three months ended Bancshares, Inc. Financial
June 30, 1995 As originally reported Group, Inc. Restated
-----------------------------------------------------
<S> <C> <C> <C>
Interest Income $5,029 $1,057 $6,086
Interest Expense ($2,309) ($ 517) ($2,826)
Provision for Loan Losses ($ 50) ($ 0) ($ 50)
Other Income $3,098 $ 97 $3,195
------ ------ ------
Total Income $5,768 $ 637 $6,405
Other Expenses $4,527 $ 398 $4,925
Income Tax Expense $ 435 $ 42 $ 477
------ ------ ------
Net Income $ 806 $ 197 $1,003
------ ------ ------
Earnings per share $ 0.36 $ 0.34
------ ------
Weighted Average Shares
outstanding 2,209 2,910
------ ------
First Decatur First Shelby
Six months ended Bancshares, Inc. Financial
June 30, 1995 As originally reported Group, Inc. Restated
-----------------------------------------------------
Interest Income $ 9,956 $ 2,096 $12,052
Interest Expense ($ 4,445) ($ 1,013) ($ 5,458)
Provision for Loan Losses ($ 125) ($ 0) ($ 125)
Other Income $ 6,292 $ 171 $ 6,463
------- ------- -------
Total Income $11,678 $1,254 $12,932
Other Expenses $ 8,963 $ 786 $ 9,749
Income Tax Expense $ 963 $ 83 $ 1,046
------- ------- -------
Net Income $ 1,752 $ 385 $ 2,137
------- ------- -------
Earnings per share $ 0.79 $ 0.73
------- -------
Weighted Average Shares
outstanding 2,207 2,908
------- -------
</TABLE>
Page 6
<PAGE>
FIRST DECATUR BANCSHARES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 1996
Selected statement of income items
First Shelby
Financial
Six months ended First Decatur Group, Inc.
June 30, 1996 Bancshares, Inc. (a) Restated
--------------------------------------------
Interest Income $11,259 $ 1,078 $12,337
Interest Expense ($ 5,151) ($ 538) ($ 5,689)
Provision for Loan Losses ($ 150) ($ 2) ($ 152)
Other Income $ 5,114 $ 72 $ 5,186
------- ------- -------
Total Income $11,072 $ 610 $11,682
Other Expenses $ 8,169 $ 372 $ 8,541
Income Tax Expense $ 934 $ 54 $ 988
------- ------- -------
Net Income $ 1,969 $ 184 $ 2,153
------- ------- -------
Earnings per share $ 0.74
-------
Weighted Average Shares
outstanding 2,902
-------
(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 June 30, 1995 are
included in the First Decatur Bancshares, Inc. balances.
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 JUNE 30, 1996 TO THREE MONTHS ENDED JUNE
30, 1995 AND SIX MONTHS ENDED JUNE 30, 1996 TO SIX MONTHS ENDED JUNE 30,
1995
OTHER INCOME. Other income decreased from $3,195 for the three months
ended June 30, 1995, to $2,431 for the three months ended June 30, 1996.
This represents a decrease of $764 (24%). Other income decreased from
$6,463 for the six months ended June 30, 1995, to $5,186 for the six months
ended June 30, 1996. This represents a decrease of $1,277 (20%). This
decrease is attributed to the decrease 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 $4,925 for the three
months ended June 30, 1995, to $4,220 for the three months ended June 30,
1996. This represents a $705 (14%) decrease. Other expenses decreased
from $9,749 for the six months ended June 30, 1995, to $8,541 for the six
months ended June 30, 1996. The decrease was attributed to decreases in
salaries and employee benefits and other operating expenses. Salaries and
employee benefits were $565 (22%) lower for the three month period ended
June 30, 1996,
Page 8
<PAGE>
and $790 (15%) lower for the six month period ended June 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 $116 (7%) lower for the three month period
ended June 30, 1996, and $449 (14%) for the six month period ended June 30,
1996. The change in other operating expenses is mainly due to a reduction
in FDIC insurance expense ($345) as a result of the FDIC insurance fund
being fully funded during 1995; a net reduction in data processing
expenses ($190) 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 ($86) as a result of the loss of a major contract by
FirsTech and increased efficiencies; and a reduction in correspondent bank
service charges ($92) as a result of decreased FirsTech processing. The
Company also had an increase in professional fees ($243) primarily for the
acquisition of First Shelby that were expensed on April 1, 1996, upon the
consummation of the acquisition.
FINANCIAL CONDITION (DOLLARS IN THOUSANDS)
The Company's assets increased $5,392 or 1.4% from December 31, 1995
to June 30, 1996. This increase was primarily due to increases in cash and
due from banks, Federal funds sold, and net loans offset by a decrease in
securities held-to-maturity.
CASH AND DUE FROM BANKS. Cash and due from banks decreased $6,387
from December 31, 1995 to June 30, 1996. See the consolidated statement of
cash flow for the six months ended June 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 $8,645 from
December 31, 1995 to June 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 $3,830 from December 31, 1995 to June 30, 1996 was attributed
to maturities of $5,667 with purchases of $1,872.
LOANS, NET. The increase in loans of $6,551 from December 31, 1995 to
June 30, 1996 was attributed to increases in Commercial loans ($3,523),
Installment loans ($1,085), and Mortgage loans ($1,848).
DEPOSITS. Total deposits decreased $3,494 from December 31, 1995 to
June 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 for the three month period ended March 31, 1996,
offset by an increase in demand deposit and Certificate of Deposit accounts
for the three month period ended June 30, 1996.
Page 9
<PAGE>
FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER REPURCHASE
AGREEMENTS. The increase in Federal funds purchased and securities sold
under repurchase agreements of $3,832 from December 31, 1995 to June 30,
1996, is attributed to an increase of $4,097 in repurchase agreements with
a large utility company.
OTHER BORROWINGS. Other borrowings increased $5,732 from December 31,
1995 to June 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 $3,500 short term borrowing
from the Federal Home Loan Bank.
OTHER LIABILITIES. The decrease in Other Liabilities of $1,342 from
December 31, 1995 to June 30, 1996, is attributed to a decrease in accrued
income taxes and accrued interest.
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
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
Page 10
<PAGE>
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
Condensed Consolidated Statement of Income in the
interim financial statements
27 Financial Data Schedule
(b) Reports on Form 8-K
Not applicable
Page 11
<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.
August 12, 1996 By: /s/ John L. Luttrell
-------------------------------------
John L. Luttrell
President and Chief Executive Officer
August 12, 1996 By: /s/ Matthew C. Graves
-------------------------------------
Matthew C. Graves
Vice President and Principal Financial
Officer
Page 12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 31,150
<INT-BEARING-DEPOSITS> 265,123
<FED-FUNDS-SOLD> 9,680
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 92,100
<INVESTMENTS-CARRYING> 42,749
<INVESTMENTS-MARKET> 42,509
<LOANS> 195,715
<ALLOWANCE> 3,389
<TOTAL-ASSETS> 388,341
<DEPOSITS> 319,215
<SHORT-TERM> 19,371
<LIABILITIES-OTHER> 3,211
<LONG-TERM> 0
0
0
<COMMON> 29
<OTHER-SE> 46,515
<TOTAL-LIABILITIES-AND-EQUITY> 388,341
<INTEREST-LOAN> 8,039
<INTEREST-INVEST> 4,097
<INTEREST-OTHER> 201
<INTEREST-TOTAL> 12,337
<INTEREST-DEPOSIT> 5,481
<INTEREST-EXPENSE> 5,689
<INTEREST-INCOME-NET> 6,648
<LOAN-LOSSES> 152
<SECURITIES-GAINS> (11)
<EXPENSE-OTHER> 8,541
<INCOME-PRETAX> 3,141
<INCOME-PRE-EXTRAORDINARY> 3,141
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,153
<EPS-PRIMARY> 0.74
<EPS-DILUTED> 0.74
<YIELD-ACTUAL> .037
<LOANS-NON> 21
<LOANS-PAST> 376
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 1,941
<ALLOWANCE-OPEN> 3,249
<CHARGE-OFFS> 240
<RECOVERIES> 121
<ALLOWANCE-CLOSE> 3,280
<ALLOWANCE-DOMESTIC> 3,280
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
