<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 MARCH 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
- THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-6136
RIVER FOREST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0823592
(State of incorporation of organization) (I.R.S. Employer Identification No.)
Lincoln National Bank Building,
3959 N. Lincoln Ave., Chicago, Illinois 60613
(Address of principal executive offices) (Zip Code)
(312) 549-7100
(Registrant's telephone number)
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, 1996, the Registrant had 14,825,242 common shares, $0.05 par
value, outstanding.
<PAGE> 2
River Forest Bancorp, Inc.
Index to Quarterly Report on Form 10-Q
March 31, 1996
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION. PAGE
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Statements of Condition (unaudited) -
March 31, 1996, December 31, 1995 and March 31, 1995. 1
Condensed Consolidated Statements of Income (unaudited) -
Three Months Ended March 31, 1996 and 1995. 2
Condensed Consolidated Statements of Cash Flows (unaudited) -
Three Months Ended March 31, 1996 and 1995. 3
Notes to Condensed Consolidated Financial Statements (unaudited). 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 5
PART II - OTHER INFORMATION.
Item 6. Exhibits and Reports on Form 8-K. 10
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
RIVER FOREST BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(Unaudited)
<TABLE>
<CAPTION>
March 31 December 31 March 31
(thousands) 1996 1995 1995
---------- ---------- ----------
<S> <C> <C> <C>
Assets
Cash and due from banks - noninterest bearing $ 132,907 $ 104,805 $ 66,680
Federal funds sold 20,010 3,170 19,590
Interest-bearing deposits with banks 25,000 25,000 25,000
Securities:
Available for sale, at market value 335,213 364,404 502,652
Held to maturity, at amortized cost 13,972 14,567 16,583
---------- ---------- ----------
Total Securities 349,185 378,971 519,235
Loans, net of unearned discount 1,603,067 1,558,782 1,210,858
Less: Allowance for possible loan losses 29,525 25,640 19,970
---------- ---------- ----------
Net Loans 1,573,542 1,533,142 1,190,888
Premises and equipment, net 26,726 26,794 26,957
Accrued interest receivable and other assets 39,683 40,907 35,544
Goodwill, net of accumulated amortization 12,654 12,303 10,972
---------- ---------- ----------
Total Assets $2,179,707 $2,125,092 $1,894,866
========== ========== ==========
Liabilities & Shareholders' Equity
Deposits:
Noninterest-bearing $ 198,384 $ 209,881 $ 173,819
Interest-bearing 1,739,305 1,688,659 1,521,602
---------- ---------- ----------
Total Deposits 1,937,689 1,898,540 1,695,421
Short-term borrowings 3,746 1,828 1,629
Accrued interest payable and other liabilities 36,334 28,071 26,706
---------- ---------- ----------
Total Liabilities 1,977,769 1,928,439 1,723,756
Minority Interest 1,156 1,927 1,812
Shareholders' Equity
Common stock, Surplus & Retained Earnings 193,121 188,342 169,234
Net unrealized gains on available for sale securities 7,661 6,384 64
---------- ---------- ----------
Total Shareholders' Equity 200,782 194,726 169,298
---------- ---------- ----------
Total Liabilities and Shareholders' Equity $2,179,707 $2,125,092 $1,894,866
========== ========== ==========
</TABLE>
See accompanying notes.
1
<PAGE> 4
RIVER FOREST BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------------
(thousands, except per share data) 1996 1995
------- -------
<S> <C> <C>
Interest Income $49,221 $38,031
Interest Expense 19,978 17,236
------- -------
Net Interest Income 29,243 20,795
Provision for possible loan losses 4,000 --
------- -------
Net Interest Income after Provision
for Possible Loan Losses 25,243 20,795
Noninterest Income:
Service charges on deposit accounts 2,395 2,350
Trust services 121 105
Gain on dispositions of loans 1,045 313
Other income 395 1,421
Trading account gains (losses), net -- 375
Securities and other financial
instruments gains (losses), net 1,420 (1,415)
------- -------
Total noninterest income 5,376 3,149
Noninterest Expense:
Salaries and employee benefits 6,807 5,800
Net occupancy 1,001 1,006
Data processing 635 517
FDIC deposit insurance 4 899
Goodwill amortization 663 499
Other expenses 3,765 3,589
------- -------
Total noninterest expense 12,875 12,310
------- -------
Income before income taxes 17,744 11,634
Income tax expense 6,259 4,069
------- -------
Net Income $11,485 $ 7,565
======= =======
Net Income per Common Share $ 0.77 $ 0.49
======= =======
Cash Dividends Declared Per Common Share $ 0.100 $ 0.075
======= =======
Average Common and Common Equivalent
Shares Outstanding 15,012 15,284
======= =======
</TABLE>
See accompanying notes.
2
<PAGE> 5
RIVER FOREST BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
-------------------------------------
(thousands) 1996 1995
----------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 11,485 $ 7,565
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for possible loan losses 4,000 -
Depreciation and amortization 500 461
Accretion of student loan discount (4,096) (2,407)
Amortization of goodwill 663 499
Change in deferred income taxes 687 (468)
Gain on dispositions of loans (1,045) (313)
Decrease in trading account securities - 74,807
Gain on trading account securities - (375)
(Gain) loss on sales of securities and other financial instruments (1,907) 1,415
Decrease in accrued interest receivable and other assets 1,521 905
Increase in accrued interest payable, other liabilities and
minority interest 8,835 4,585
----------- ---------
Net cash provided by operating activities 20,643 86,674
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of securities held to maturity 595 2,669
Proceeds from maturities of available for sale securities 40,805 12,888
Proceeds from sales of available for sale securities 1,489,157 462,132
Purchases of available for sale securities (1,498,716) (564,036)
Purchases of loans (1,446) (2,098)
Net increase in loans (38,110) (105,718)
Purchases of premises and equipment, net (432) (150)
Purchases of minority interest of and additional consideration
for bank subsidiaries (1,894) -
----------- ---------
Net cash used in investing activities (10,041) (194,313)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in deposit accounts 39,149 (3,077)
Increase (decrease) in short-term borrowings 1,918 (8,536)
Issuance of common shares under the stock option plan 9 -
Retirements of common shares (5,233) -
Cash dividends paid on common shares (1,503) (1,143)
----------- ---------
Net cash provided by (used in) financing activities 34,340 (12,756)
----------- ---------
Net increase (decrease) in cash and cash equivalents 44,942 (120,395)
Cash and cash equivalents at December 31, 1995 and 1994 107,975 206,665
----------- ---------
Cash and cash equivalents at March 31, 1996 and 1995 $ 152,917 $ 86,270
=========== =========
</TABLE>
See accompanying notes.
3
<PAGE> 6
RIVER FOREST BANCORP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Condensed Consolidated Financial Statements
The Condensed Consolidated Statements of Condition, Income and Cash Flows
are unaudited. The interim financial statements reflect all adjustments
(consisting only of normal recurring accruals) which are, in the opinion of
management, necessary for a fair statement of the results for the interim
periods presented. The condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto included in River Forest Bancorp, Inc.'s consolidated financial
statements for the three years ended December 31, 1995 included in Bancorp's
Annual Report and Form 10-K for the year ended December 31, 1995. The
results of operations for the interim period should not be considered
indicative of results to be expected for the full year.
Net income per common share is computed by dividing net income by the
weighted average number of common shares and common share equivalents
(dilutive stock options) outstanding during the respective periods.
Certain reclassifications have been made in the 1995 financial statements to
conform to current accounting classifications.
2. Student Loan Investigation
As disclosed in previous SEC filings, Bancorp discovered that certain former
employees in the student loan servicing area had falsified some records of
telephone calls from late 1993 to April 1994 to students whose loans were
delinquent. The telephone calls are a required action to maintain the
enforceability of a student loan's government guarantee. Bancorp terminated
the employees involved and informed the U.S. Department of Education
immediately upon discovery of the problem and the Department commenced an
investigation.
Bancorp believes that the Department's investigation has been expanded to
include a review of whether Bancorp's student loan division has engaged in
improper practices since 1988, including whether information contained on
guarantee claim forms may have been falsified. If there have been improper
practices, Bancorp could lose its government guarantees with respect to
certain student loans and Bancorp or individual employees could be subject
to substantial penalties.
Bancorp does not condone or permit such improper practices and is
cooperating fully with the investigation. Bancorp is actively working to
implement procedures designed to minimize the likelihood that such practices
can occur in the future.
At March 31, 1996, Bancorp had $8.9 million of student loans on nonaccrual
status that may have lost their guarantees. Based on all currently
available information, management is unable to predict the amount or range
of Bancorp's ultimate loss.
4
<PAGE> 7
ITEM 2. - RIVER FOREST BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
OPERATING RESULTS
The major source of earnings for Bancorp is net interest income. The related
net interest margin represents the net interest income as a percentage of
average earning assets during the period. The following table represents a
summary of Bancorp's net interest income and related net interest margin, as
calculated on a fully taxable equivalent basis.
<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------------
(thousands) 1996 1995
--------- --------
<S> <C> <C>
Net interest income $ 29,243 $ 20,795
Taxable equivalent adjustment 279 363
---------- ----------
Taxable equivalent net interest income $ 29,522 $ 21,158
========== ==========
Average earning assets $2,039,586 $1,768,909
========== ==========
Net interest margin (annualized) 5.79% 4.78%
========== ==========
</TABLE>
During the three months ended March 31, 1996, Bancorp had $4.1 million of
interest income from the accretion of acquisition discount related to several
groups of previously nonperforming purchased student loan pools compared with
$2.4 million in the first quarter of 1995. Excluding the accretion of the
acquisition discount, the net interest margin was 4.99% and 4.24% for the
quarterly periods ended March 31, 1996 and 1995, respectively.
The following table represents a reconciliation of fully tax equivalent net
interest income:
<TABLE>
<CAPTION>
(thousands)
<S> <C>
Fully tax equivalent net interest income for the three months
ended March 31, 1995 $21,158
Change due to average earning assets fluctuations 3,235
Change due to interest rate fluctuations 4,466
Change due to rate/volume fluctuations 663
-------
Fully tax equivalent net interest income for the three months
ended March 31, 1996 $29,522
=======
</TABLE>
For the first quarter of 1996, noninterest income increased $2.2 million to
$5.4 million, compared with $3.1 million for the first quarter of 1995. Gains
on the dispositions of loans increased $732,000 in 1996. These gains are the
result of payments made by guarantee agencies for student loan borrowers that
defaulted. Other income decreased $1.0 million in 1996 primarily due to a
$713,000 gain on the sale of a section of a bank parking lot in the first
quarter of 1995. In the first quarter of 1996, securities and other financial
instruments gains included a gain of $1.3 million from interest rate swaps that
did not qualify for hedge accounting treatment. These swap agreements were
terminated in the first quarter of 1996.
5
<PAGE> 8
ITEM 2. - RIVER FOREST BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
In the first quarter of 1996, noninterest expense increased $565,000 to $12.9
million, compared with $12.3 million in 1995. Compensation expense increased
$1.0 million to $6.8 million in the first quarter of 1996. This increase was
due to the implementation of performance-based compensation plans and increased
staffing in Bancorp's lending operations. FDIC deposit insurance decreased
$895,000 to $4,000 due to the elimination of premiums for Bancorp's banks. The
banks are currently required to pay only administrative fees for their FDIC
insurance. Goodwill amortization increased $164,000 to $663,000 primarily due
to additional goodwill that was recorded in the second quarter of 1995 for the
acquisition of Belmont National Bank.
The effective tax rate for the first three months of 1996 was 35.3% versus
35.0% in 1994. The slight increase in the effective tax rate was mainly due to
the additional goodwill amortization in 1996.
FINANCIAL CONDITION
Interest-Earning Assets
The following table details the composition of Bancorp's earning assets.
<TABLE>
<CAPTION>
March 31 December 31 March 31
1996 1995 1995
-------- ----------- --------
<S> <C> <C> <C>
Loans:
Commercial real estate 31% 31% 24%
Student 20 19 21
Residential mortgage 16 16 13
Home equity 9 9 4
Commercial 3 4 4
Consumer 1 2 2
---- ---- ----
Total Loans 80 80 68
Securities 18 19 29
Federal funds sold and time deposits 2 1 3
---- ---- ----
Total 100% 100% 100%
==== ==== ====
</TABLE>
Total loans at March 31, 1996 were $1.60 billion, an increase of $44.3 million,
or 2.8%, from year-end 1995. From time to time, Bancorp has purchased
nonperforming student loans. Bancorp attempts to convert these loans to
performing status and have their guarantees reinstated. The excess of the
amount of performing loans converted over the cost of the loans is accreted
into income over the estimated lives of the loans using the level-yield method.
The total discount to be accreted into income in future periods totaled $28.8
million at March 31, 1996.
At March 31, 1996, total securities were $349.2 million, down 7.9% from $379.0
million at December 31, 1995. This decrease was due to the maturity of $36.0
million of U.S. Treasury notes on March 31, 1996. These funds were not
reinvested on that day due to it being a Sunday. At March 31, 1996, there was
$45.3 million of investments in equity securities of publicly-traded bank
holding companies included in the available for sale securities classification.
Bancorp had minority investments in 32 companies with unrealized holding gains
of $11.4 million. A gain of $405,000 was recognized on sales of these
securities during the first three months of 1996.
6
<PAGE> 9
ITEM 2. - RIVER FOREST BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
Allowance for Possible Loan Losses
A reconciliation of the activity in Bancorp's allowance for possible loan
losses is as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31
-------------------------
(thousands) 1996 1995
---------- ---------
<S> <C> <C>
Balance at January 1 $ 25,640 $ 20,157
Provision for possible loan losses 4,000 -
Charge-offs (931) (266)
Recoveries 816 79
---------- ----------
Balance at March 31 $ 29,525 $ 19,970
========== ==========
Loans at March 31 $1,603,067 $1,210,858
========== ==========
Allowance as a percentage of loans 1.84% 1.65%
========== ==========
Annualized net charge-offs as a percentage of :
Total loans 0.03% 0.06%
========== ==========
Annualized provision for possible loan losses 2.88% N/A
========== ==========
</TABLE>
The $4.0 million provision for loan losses during the first quarter was deemed
prudent by management. The provision generally reflects higher levels of
credit risk in the loan portfolio, primarily due to increasing loan volumes and
emerging weakness in the home equity loan sector, combined with aggressive
marketing initiatives to develop business in the commercial real estate sector,
as well as consideration given to the loss potential resulting from the student
loan investigation described in Note 2 in the Notes to the Condensed
Consolidated Financial Statements.
Nonperforming Assets
The table on the following page presents a summary of nonperforming assets'
book value. Nonperforming loans are nonaccrual loans, restructured loans and
90 days or more past due loans still accruing interest. Excluded from the
table are student loans that Bancorp has no reason to believe have lost their
guarantee. Guaranteed student loans more than 90 days past due and not
included in the table totaled $12.4, $13.9 and $14.8 million at March 31, 1996,
December 31, 1995 and March 31, 1995, respectively.
7
<PAGE> 10
ITEM 2. - RIVER FOREST BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>
(thousands) March 31 December 31 March 31
1996 1995 1995
-------- ----------- --------
<S> <C> <C> <C>
Nonperforming loans:
Residential mortgage $ 8,248 $ 4,901 $ 1,723
Commercial real estate 8,566 1,973 3,659
Commercial 149 381 92
Home equity 1,539 1,119 1,043
Student 8,894 6,837 125
Consumer 736 663 1,376
------- ------- -------
Total nonperforming loans 28,132 15,874 8,018
Other real estate owned 1,887 1,589 901
------- ------- -------
Total nonperforming assets $30,019 $17,463 $ 8,919
======= ======= =======
Nonaccrual loans included in
non-performing loans above $10,199 $ 8,536 $ 3,330
======= ======= =======
Nonperforming loans/Total loans 1.75% 1.02% 0.66%
Nonperforming assets/Total assets 1.38% 0.82% 0.47%
Allowance for loan losses/
nonperforming loans 104.95% 161.52% 249.06%
</TABLE>
Student Loan Investigation
Refer to note 2 of the notes to condensed consolidated financial statements on
page 4 for further information.
Deposits
The following table details the composition of deposit products by type.
<TABLE>
<CAPTION>
March 31 December 31 March 31
1996 1995 1995
-------- ----------- --------
<S> <C> <C> <C>
Demand 10% 11% 10%
NOW 5 5 6
Money Market 48 48 52
Savings 11 12 14
Certificates of Deposit 26 24 18
--- --- ---
Total 100% 100% 100%
=== === ===
</TABLE>
The increase in the percentage of certificates of deposit to total deposits at
March 31, 1996 was due to an increase in retail certificates of deposit
obtained from brokers. At March 31, 1996, Bancorp had $219.8 million of retail
certificates of deposit. Management intends to obtain additional retail
certificates of deposit and pursue other outside funding sources to support
loan growth.
8
<PAGE> 11
ITEM 2. - RIVER FOREST BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND 1995
Capital
Bancorp's consolidated leverage ratio (Tier 1 capital/total average quarterly
assets) was 8.49% at March 31, 1996, well in excess of the minimum regulatory
level of 5%. The consolidated Tier 1 and total risk-based capital ratios were
12.61% and 13.86%, respectively, exceeding the well-capitalized Tier 1 and
total risk-based capital ratios of 6.00% and 10.00%, respectively.
During the first quarter of 1996, Bancorp repurchased 202,000 shares of common
stock, or 1.3% of shares outstanding at December 31, 1995, under the previously
announced 1,000,000 share repurchase program that was approved by the Board of
Directors. As of March 31, 1996, a total of 417,500 shares had been purchased
under the program.
Operating, Investing and Financing Activities
Net cash provided by operating activities totaled $20.6 million for the first
three months of 1996, compared with $86.7 million for the same period in 1995.
The change was primarily attributable to fluctuations in the level of trading
account securities.
Net cash used in investing activities totaled $10.0 million for the first three
months of 1996, compared with $194.3 million in 1995. The decrease was due to
a net cash inflow of $31.8 million from securities activities for the first
three months of 1996 compared with a net outflow of $86.3 million for the same
period in 1995 and a lower level of loan originations net of repayments in
1996.
Net cash provided by financing activities totaled $34.3 million for the first
three months of 1996, compared with cash used in financing activities of $12.8
million in 1995. The increase is primarily attributable to the acquisition of
retail certificates of deposit. During the first three months of 1996, Bancorp
repurchased 202,000 common shares.
9
<PAGE> 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 11 - Computation of Net Income per Common Share is on
page 11.
(b) Reports on Form 8-K.
None.
SIGNATURE
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.
RIVER FOREST BANCORP, INC.
(Registrant)
May 6, 1996 By: /s/ Michael J. McClure
--------------------------------
Michael J. McClure
Vice President and Chief
Accounting Officer
(Principal Accounting
Officer and duly authorized
Officer of Registrant)
10
<PAGE> 1
EXHIBIT 11 - RIVER FOREST BANCORP, INC.
COMPUTATION OF NET INCOME PER SHARE
<TABLE>
<CAPTION>
Three Months Ended
March 31
1996 1995
----------- -----------
<S> <C> <C>
Net Income (A) $11,485,000 $ 7,565,000
=========== ===========
Weighted Average Common Shares Outstanding 14,859,321 15,242,342
Weighted Average Common Share Equivalents (1) 152,949 41,246
----------- -----------
Weighted Average Common Shares and
Common Stock Equivalents (B) 15,012,270 15,283,588
=========== ===========
Net Income per Common Share (A/B) $ 0.77 $ 0.49
=========== ===========
</TABLE>
(1) Common share equivalents result from stock options being treated as if they
had been exercised and are computed by application of the treasury stock
method.
11
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000051939
<NAME> 0
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 132,907
<INT-BEARING-DEPOSITS> 25,000
<FED-FUNDS-SOLD> 20,010
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 335,213
<INVESTMENTS-CARRYING> 13,972
<INVESTMENTS-MARKET> 14,340
<LOANS> 1,603,067
<ALLOWANCE> 29,525
<TOTAL-ASSETS> 2,179,707
<DEPOSITS> 1,937,689
<SHORT-TERM> 3,746
<LIABILITIES-OTHER> 37,490
<LONG-TERM> 0
<COMMON> 741
0
0
<OTHER-SE> 200,041
<TOTAL-LIABILITIES-AND-EQUITY> 2,179,707
<INTEREST-LOAN> 42,479
<INTEREST-INVEST> 5,560
<INTEREST-OTHER> 1,182
<INTEREST-TOTAL> 49,221
<INTEREST-DEPOSIT> 19,210
<INTEREST-EXPENSE> 19,978
<INTEREST-INCOME-NET> 29,243
<LOAN-LOSSES> 4,000
<SECURITIES-GAINS> 1,420
<EXPENSE-OTHER> 12,875
<INCOME-PRETAX> 17,744
<INCOME-PRE-EXTRAORDINARY> 17,744
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,485
<EPS-PRIMARY> 0.77
<EPS-DILUTED> 0.77
<YIELD-ACTUAL> 5.74
<LOANS-NON> 10,199
<LOANS-PAST> 17,933
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 25,640
<CHARGE-OFFS> 931
<RECOVERIES> 816
<ALLOWANCE-CLOSE> 29,525
<ALLOWANCE-DOMESTIC> 12,070
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 17,455
</TABLE>
