SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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 0-10958
DROVERS BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2209390
(State or other jurisdiction of incorporation or organization) (IRS employer ID)
30 SOUTH GEORGE STREET, YORK, PA 17401
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (717) 843-1586
NONE
(Former name, address and fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter periods that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at March 31, 1997
Common Stock 2,809,180 Shares
<PAGE>
Drovers Bancshares Corporation and Subsidiaries
CONTENTS
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Condition ..................................... 3
March 31, 1997 and December 31, 1996
Consolidated Statements of Income ........................................ 4
Three Months Ended March 31, 1997 and 1996
Consolidated Statements of Cash Flows .................................... 5
Three Months Ended March 31, 1997 and 1996
Notes to Consolidated Financial Statements ............................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS .............................. 9
PART II OTHER INFORMATION
SIGNATURES ................................................................ 13
2 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF CONDITION
(In thousands)
MARCH 31, DEC 31,
ASSETS 1997 1996
Cash and due from banks .................................. $ 16,037 $ 17,512
Money market investments ................................. 786 271
Investment securities (fair value $158,030 and $128,605) . 157,816 128,082
Loans (net of unearned income of $3,381 and $3,494) ...... 282,045 283,117
Reserve for loan losses .................................. 3,236 3,130
Net loans ................................................ 278,809 279,987
Bank premises and equipment .............................. 14,122 14,007
Other assets ............................................. 7,399 6,854
TOTAL ASSETS ............................................. $474,969 $446,713
LIABILITIES
Deposits:
Noninterest-bearing ...................................... $ 37,148 $ 34,702
Interest-bearing ......................................... 331,301 325,502
Total deposits ........................................... 368,449 360,204
Federal funds purchased and securities sold under
agreements to repurchase ................................ 28,783 15,254
Other borrowings ......................................... 34,334 29,385
Other liabilities ........................................ 4,823 3,778
TOTAL LIABILITIES ........................................ 436,389 408,621
SHAREHOLDERS' EQUITY
Common stock($5 par value), 10,000,000 shares authorized;
issued and outstanding--2,809,180 shares in 1997 and
1996 .................................................... 14,046 14,046
Additional paid-in capital ............................... 14,708 14,707
Retained earnings ........................................ 9,937 8,969
Unrealized holding gains (losses) on available-for-sale
securities .............................................. -111 370
TOTAL SHAREHOLDERS' EQUITY ............................... 38,580 38,092
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ............... $474,969 $446,713
See notes to consolidated financial statements.
3 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data) THREE MONTHS
ENDED MARCH 31,
1997 1996
INTEREST INCOME
Interest and fees on loans ................ $6,101 $5,569
Interest on deposits with banks ........... 4 68
Interest on federal funds sold ............ 0 0
Interest and dividends on
investment securities .................... 2,324 1,442
Total interest income ..................... 8,429 7,079
INTEREST EXPENSE
Interest on deposits ...................... 3,538 2,873
Federal funds purchased and securities
sold under agreements to repurchase ...... 318 99
Interest on borrowed funds ................ 466 461
Total interest expense .................... 4,322 3,433
Net interest income ....................... 4,107 3,646
Provision for loan losses ................. 120 105
Net interest income after
provision for loan losses ................ 3,987 3,541
OTHER INCOME
Trust department income ................... 262 234
Service charges on deposit accounts ....... 305 252
Securities gains .......................... 1 200
Net gains on residential
mortgage loan sales ...................... 157 92
Equity in losses of real estate venture ... -13 -38
Other ..................................... 193 162
Total other income ........................ 905 902
OTHER EXPENSES
Salaries and employee benefits ............ 1,819 1,762
Occupancy and premises .................... 181 193
Furniture and equipment ................... 260 202
FDIC insurance ............................ 10 1
Marketing ................................. 121 136
Net cost of operation
of other real estate ..................... 11 13
Office supplies ........................... 61 95
Other taxes ............................... 90 86
Other ..................................... 511 518
Total other expenses ...................... 3,064 3,006
Income before income taxes ................ 1,828 1,437
Applicable income taxes ................... 438 289
NET INCOME ................................ $ 1,390 $ 1,148
PER SHARE DATA
Net income ................................ $ 0.49 $ 0.41
Dividends ................................. $ 0.15 $ 0.14
See notes to consolidated financial statements.
4 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) THREE MONTHS
ENDED MARCH 31,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .......................................... $ 1,390 $ 1,148
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation ........................................ 311 230
Net amortization of investment security premiums .... -29 15
Provision for loan losses ........................... 120 105
Gain on sale of securities held-to-maturity ......... -1 -7
Gain on sale of securities available-for-sale ....... 0 -194
Gain on sale of fixed assets ........................ -53 0
Loans originated for sale ........................... -8,364 -4,292
Proceeds from sales of loans ........................ 8,630 4,437
Gain on sale of loans ............................... -157 -92
(Gain) loss on sale of other real estate ............ 1 -2
Net deferred loan fees .............................. -229 -83
Equity in loss of real estate venture................ 13 38
Increase in interest/dividends receivable ........... -289 -59
Increase (decrease) in interest payable ............. 354 -126
Increase in other assets ............................ -48 -385
Increase in other liabilities ....................... 676 689
Other non-cash items ................................ 0 11
Net cash provided by operating activities ........... 2,325 1,433
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales and maturities of securities
held-to-maturity ................................... 872 1,412
Proceeds from sales and maturities of securities
available-for-sale ................................. 2,605 8,739
Purchases of securities held-to-maturity ............ -5,528 0
Purchases of securities available-for-sale .......... -28,382 -13,339
(Increase)decrease in net loans ..................... 1,111 -781
Capital expenditures ................................ -432 -397
Proceeds from sale of fixed assets .................. 73 1
Net (purchase) return of investment in real estate
venture ............................................ 5 0
Proceeds from sale of other real estate ............. 73 137
Net cash used in investing activities ............... -29,603 -4,228
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase(decrease)in demand deposits
and savings accounts ............................... 3,633 -2,566
Net increase in certificates of deposit ............. 4,629 1,610
Net increase in federal funds purchased
and repurchase agreements .......................... 13,528 3,629
Net increase (decrease) in other borrowings ......... 4,957 -39
Payments made for capital leases .................... -8 -7
Dividends paid ...................................... -421 -381
Proceeds from issuance of common stock .............. 0 1
Net cash provided by financing activities ........... 26,318 2,247
NET DECREASE IN CASH & CASH EQUIVALENTS ............. - 960 - 548
CASH & CASH EQUIVALENTS AT JANUARY 1, ............... 17,783 18,771
CASH & CASH EQUIVALENTS AT MARCH 31, ................ $ 16,823 $ 18,223
See notes to consolidated financial statements.
5 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
In the opinion of management, the accompanying consolidated financial statements
contain all adjustments (including normal recurring accruals) considered
necessary to present fairly Drovers Bancshares' financial position as of
March 31, 1997 and December 31, 1996. Operating results and changes in cash
flows for the three months ended March 31, 1997 are not necessarily
indicative of the results that may be expected for the year ended
December 31, 1997. For further information, refer to the consolidated financial
statements and footnotes included in the Annual Report for the year ended
December 31, 1996.
NOTE B - CALCULATION OF EARNINGS PER SHARE
On August 16, 1996, the Corporation paid a 5 for 4 stock split in the form of a
25% stock dividend. Earnings per share are based on the weighted average shares
of stock outstanding during each period, giving retroactive effect to the stock
dividend.
NOTE C - INVESTMENT SECURITIES
The amortized cost and estimated fair value of investment securities classified
as held-to-maturity as of March 31, 1997 are as follows:
Gross Gross
Amortized Unrealized Unrealized Fair
(In thousands) Cost Gains Losses Value
US Treasury securities and obligations
of US government corp and agencies ... $ 2,477 $ 10 $ 0 $ 2,487
Obligations of states and political
subdivisions ......................... 16,741 391 107 17,025
Mortgage-backed securities and
collateralized mortgage obligations .. 13,980 123 203 13,900
Total investment securities ........... $33,198 $ 524 $ 310 $ 33,412
6 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE C - INVESTMENT SECURITIES, continued
The amortized cost and estimated fair value of investment securities classified
as available-for-sale as of March 31, 1997 are as follows:
Gross Gross
Amortized Unrealized Unrealized Fair
(In thousands) Cost Gains Losses Value
US Treasury securities and obligations
of US government corp and agencies .. $ 26,336 $ 17 $ 248 $ 26,105
Obligations of states and political
subdivisions ........................ 4,302 7 22 4,287
Corporate obligations ................ 500 0 0 500
Mortgage-backed securities and
collateralized mortgage obligations . 83,658 406 617 83,447
Total debt securities ................ 114,796 430 887 114,339
Equity securities .................... 9,989 295 5 10,279
Total investment securities .......... $124,785 $ 725 $ 892 $124,618
The amortized cost and estimated fair value of investment securities classified
as held-to-maturity as of December 31, 1996 are as follows:
Gross Gross
Amortized Unrealized Unrealized Fair
(In thousands) Cost Gains Losses Value
US Treasury securities and obligations
of US government corp and agencies .. $ 1,000 $ 23 $ 0 $ 1,023
Obligations of states and political
subdivisions ........................ 14,748 496 22 15,222
Mortgage-backed securities and
collateralized mortgage obligations . 12,780 175 149 12,806
Total investment securities .......... $ 28,528 $ 694 $ 171 $ 29,051
The amortized cost and estimated fair value of investment securities classified
as available-for-sale as of December 31, 1996 are as follows:
Gross Gross
Amortized Unrealized Unrealized Fair
(In thousands) Cost Gains Losses Value
US Treasury securities and obligations
of US government corp and agencies .. $ 24,338 $ 108 $ 58 $ 24,388
Obligations of states and political
subdivisions ........................ 3,697 22 2 3,717
Corporate obligations................. 500 0 0 500
Mortgage-backed securities and
collateralized mortgage obligations . 62,482 465 229 62,718
Total debt securities ................ 91,017 595 289 91,323
Equity securities .................... 7,976 255 0 8,231
Total investment securities .......... $ 98,993 $ 850 $ 289 $ 99,554
For additional information, see pages 20-21 of the Corporation's 1996 Annual
Report.
7 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
NOTE D - LOANS
Loans are comprised of the following as of March 31, 1997 and December 31, 1996:
MARCH 31, DEC 31,
(In thousands) 1997 1996
Commercial, financial and industrial loans ............. $ 76,448 $ 72,828
Real estate mortgage loans:
Real estate construction-related ..................... 10,552 8,908
Real estate mortgage loans secured by
1-4 family residential properties .................. 94,965 98,559
Other real estate .................................... 66,283 68,637
Total real estate mortgage loans ....................... 171,800 176,104
Consumer loans:
Monthly payment ...................................... 32,264 32,616
Other revolving credit ............................... 1,510 1,543
Total consumer loans ................................... 33,774 34,159
Leasing and other ...................................... 23 26
Total loans ............................................ $282,045 $283,117
Changes in the reserve for loan losses for the periods ended March 31, were
as follows:
(In thousands) 1997 1996
Balance, beginning of year ............................. $ 3,130 $ 2,937
Provision for loan losses .............................. 120 105
LESS: Loans charged-off ................................ 48 130
Recoveries ............................................. 34 73
Balance, March 31 ...................................... $ 3,236 $ 2,985
As of March 31, 1997, the total recorded investment in impaired loans was
$2,570,000. Nonaccrual loans at March 31, 1997 were $722,000 compared to
$615,000 at December 31, 1996.
Residential mortgage loans with a book value of $912,000 were held for sale at
March 31, 1997. The cumulative fair value exceeded the book value of these
loans. Loans held for sale are included in total loans. During the first
quarter of 1997, the Corporation capitalized $67,000 in mortgage servicing
rights and amortized $10,000.
For additional information, see pages 21-22 of the Corporation's 1996 annual
report.
8 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The following comparison of actual balances indicates how the Corporation has
generated and employed its funds for the three months ending March 31, 1997:
BALANCE BALANCE
MARCH 31, INCREASE DEC 31,
1997 (DECREASE) % 1996
FUNDING USES: (In thousands)
Money market investments ............ $ 786 $ 515 190.0% $ 271
Investment securities ............... 157,816 29,734 23.2% 128,082
Loans (net) ......................... 278,809 -1,178 -0.4% 279,987
Total interest-bearing assets ....... 437,411 29,071 7.1% 408,340
Noninterest-bearing assets .......... 37,558 - 815 -2.1% 38,373
TOTAL USES .......................... $474,969 $28,256 6.3% $446,713
FUNDING SOURCES:
Interest-bearing demand deposits .... $ 43,807 $ 575 1.3% $ 43,232
Savings deposits .................... 96,515 - 303 -0.3% 96,818
Time deposits ....................... 190,979 5,527 3.0% 185,452
Short-term borrowings ............... 28,783 13,529 88.7% 15,254
Long-term borrowings ................ 34,334 4,949 16.8% 29,385
Total interest-bearing liabilities .. 394,418 24,277 6.6% 370,141
Noninterest-bearing demand deposits . 37,148 2,446 7.0% 34,702
Other liabilities ................... 4,823 1,045 27.7% 3,778
Shareholders' equity ................ 38,580 488 1.3% 38,092
TOTAL SOURCES ....................... $474,969 $28,256 6.3% $446,713
Total assets increased $28,256,000, or 6.3%, since December 31, 1996. The
Corporation continued to leverage its strong capital base by borrowing funds and
purchasing investment securities. The strategy increases net interest income
and provides some protection to the interest rate margin in the event of falling
interest rates. Investment securities increased $29,734,000 since the end of
1996. Mortgage-backed securities and collateralized mortgage obligations
increased $21,929,000. The increase in overall investments was split evenly
between adjustable rate mortgage-backed securities, which reprice annually, and
various fixed rate instruments. Total loans fell slightly in the first quarter
due mainly to residential mortgages held for sale at the end of 1996 which were
sold in the first quarter of 1997. Total real estate loans fell $4,304,000
while commercial loans increased $3,620,000. Residential mortgage loan
originations were strong for the first quarter. Commercial loan demand is
expected to increase in the second quarter.
The increase in assets was funded by an $18,478,000 increase in borrowings and
an $8,245,000 increase in deposits. Short-term borrowings increased $13,529,000
mainly due to an increase in overnight borrowings from the Federal Home Loan
Bank of Pittsburgh (FHLB). The Corporation also borrowed $5,000,000 in long-
term borrowings from the FHLB. The advance pays a fixed rate of interest until
February 1998. A popular thirteen month certificate of deposit caused time
deposits to increase $5,527,000 and fueled the overall increase in deposits.
9 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
LOAN QUALITY
Impaired loans at March 31, 1997 were $2,570,000 compared to $2,682,000 at
December 31, 1996. Nonaccrual loans were $722,000 compared to $615,000 at the
end of 1996. Overall loan quality remains very good.
Loan charge-offs were $48,000 in the first quarter, including $41,000 in
consumer loans. Recoveries were $34,000. Net charge-offs are expected to
increase slightly in the second quarter.
RESULTS OF OPERATION
Drovers Bancshares recorded net income of $1,390,000 and $1,148,000 for the
three months ended March 31, 1997 and 1996, respectively.
The return on assets (ROA) and return on equity (ROE) for the three months ended
March 31, 1997 was 1.23% and 14.53%, respectively. This compares to an ROA
and ROE for the same period last year of 1.21% and 13.01%, respectively.
NET INTEREST INCOME
Net interest income is the difference between the interest earned on loans and
investments and the interest paid on deposits and other sources of funds. The
following table presents the trends in net interest income:
THREE MONTHS
ENDED MARCH 31,
(In thousands) 1997 1996 97/96
Interest income ............ $ 8,429 $ 7,079 19.1%
Interest expense ........... 4,322 3,433 25.9%
Net interest income ........ 4,107 3,646 12.6%
Provision for loan losses .. 120 105 14.3%
Net interest income after
provision for loan losses . $ 3,987 $ 3,541 12.6%
The Corporation's largest category of earning assets consists of loans to
businesses and individuals. The majority of earning assets are supported by
interest-bearing commercial and consumer deposits and shareholders' equity.
Changes in net interest income are determined by variations in the volume and
mix of assets and liabilities as well as their sensitivity to interest rate
movements.
Net interest income increased $461,000, or 12.6%, compared to the first quarter
last year. Lower net interest spreads and margins were more than offset by an
increase in earning assets. Average earning assets were $425,056,000 in the
first quarter of 1997 compared to $351,751,000 a year ago. This represents an
increase of $73,305,000, or 20.8%. The first quarter net interest spread and
margin was 3.43% and 3.92%, respectively. This compares to a spread and margin
during last year's first quarter of 3.65% and 4.16%, respectively. The increase
in lower yielding investment securities as a percent of earning assets and the
reliance on higher yielding funding has caused the spread and margin to decline.
10 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NONINTEREST INCOME
THREE MONTHS
ENDED MARCH 31,
(In thousands) 1997 1996 97/96
Trust income ........................ $ 262 $234 12.0%
Service charges on deposit accounts . 305 252 21.0%
Securities gains .................... 1 200 -99.5%
Net gains on residential
mortgage loan sales ................ 157 92 70.7%
Equity in losses of
real estate ventures................ -13 -38 -65.8%
Other ............................... 193 162 19.1%
Total ............................... $ 905 $ 902 0.3%
Overall noninterest income remained relatively flat, however, there was a
healthy change in the mix of the components. Trust income increased $28,000, or
12.0%. Estate fees increased $5,000 during the quarter and are expected to
remain strong throughout 1997. More importantly, fees from employee benefit
plan management increased $20,000 over the prior year. The division continues
to experience strong growth. The market value of assets administered increased
10.8% during the last twelve months despite the recent equity market declines.
Service charges on deposits increased $53,000, or 21.0%. Checking account
service charges increased $22,000 and returned check charges collected increased
$18,000.
Gains from the sale of investment securities declined $199,000. Last year the
Corporation sold investment securities in the first quarter to take advantage of
gains caused by falling interest rates and to restructure the investment
portfolio.
New mortgage loan volume was very strong in the first quarter of 1997. The
volume provided the Corporation an opportunity to increase loan sale gains
$65,000, or 70.7%, on sales of $8,540,000.
Other income increased $31,000, or 19.1%. Foreign ATM transaction fees and an
increase in mortgage servicing income contributed to the increase.
11 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART I FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
NONINTEREST EXPENSE
THREE MONTHS
ENDED MARCH 31,
(In thousands) 1997 1996 97/96
Salaries and employee benefits . $1,819 $1,762 3.2%
Occupancy and premises ......... 181 193 -6.2%
Furniture and equipment ........ 260 202 28.7%
FDIC insurance ................. 10 1 900.0%
Marketing ...................... 121 136 -11.0%
Net cost of operation
of other real estate .......... 11 13 -18.2%
Supplies ....................... 61 95 -35.8%
Other taxes .................... 90 86 4.7%
Other .......................... 511 518 -1.4%
Total .......................... $3,064 $3,006 1.9%
Noninterest expense increased $58,000, or 1.9%, compared to the first quarter of
1996. Salaries and employee benefits increased $57,000, or 3.2%. Salaries
increased $72,000, or 5.3%, due to increased staffing levels and annual salary
increases. Full-time equivalents were 205 at March 31, 1997 compared to 193 one
year ago. A reduction in health insurance premiums caused an $18,000 decrease
in first quarter health insurance benefits.
Occupancy and premises increased $12,000, or 6.2%, mainly due to higher
occupancy at the 96 South George Street office building and a reduction in snow
removal costs. Furniture and equipment expense increased $58,000 due to higher
equipment depreciation for the new branch office and main frame computer
upgrade.
Legislation passed in late 1996 increased the minimum FDIC insurance assessment
causing first quarter expenses to increase $9,000. Marketing expenses declined.
Last year, the Corporation introduced a new checking product followed by an
extensive image campaign. Supplies declined mainly due to timing differences in
purchases.
Other expenses declined $17,000, or 1.4%. A $52,000 gain from the sale of a
previously closed branch office offset an increase in legal and other
professional expenses.
TAXATION
The Corporation recognized a provision for income taxes of $438,000 for the
three months ending March 31, 1997. The average tax rate, applicable income
taxes divided by income before taxes, was 24.0%. This compares to an average
tax rate of 18.3% for all of 1996. The lower tax rate in 1996 was caused by
$397,000 in historic tax credits received from the Elm View Limited Partnership.
The Partnership owns a 32 apartment low income housing development which opened
in the first quarter of 1996.
12 <PAGE>
Drovers Bancshares Corporation and Subsidiaries
PART II OTHER INFORMATION
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.
DROVERS BANCSHARES CORPORATION
_/s/_A._Richard_Pugh____________________
A. Richard Pugh, Chairman, President and
Chief Executive Officer
_/s/_Debra_A._Goodling__________________
Debra A. Goodling, Executive Vice President
and Treasurer
Principal Financial Officer
_/s/_John_D._Blecher____________________
John D. Blecher, Vice President and
Assistant Treasurer
Principal Accounting Officer
Date: May 7, 1997
13 <PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 16,037
<INT-BEARING-DEPOSITS> 786
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 124,618
<INVESTMENTS-CARRYING> 33,198
<INVESTMENTS-MARKET> 33,412
<LOANS> 282,045
<ALLOWANCE> 3,236
<TOTAL-ASSETS> 474,969
<DEPOSITS> 368,449
<SHORT-TERM> 28,783
<LIABILITIES-OTHER> 4,823
<LONG-TERM> 34,334
0
0
<COMMON> 14,046
<OTHER-SE> 24,534
<TOTAL-LIABILITIES-AND-EQUITY> 474,969
<INTEREST-LOAN> 6,101
<INTEREST-INVEST> 2,324
<INTEREST-OTHER> 4
<INTEREST-TOTAL> 8,429
<INTEREST-DEPOSIT> 3,538
<INTEREST-EXPENSE> 4,322
<INTEREST-INCOME-NET> 4,107
<LOAN-LOSSES> 120
<SECURITIES-GAINS> 1
<EXPENSE-OTHER> 3,064
<INCOME-PRETAX> 1,828
<INCOME-PRE-EXTRAORDINARY> 1,828
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,390
<EPS-PRIMARY> 0.49
<EPS-DILUTED> 0.49
<YIELD-ACTUAL> 8.04
<LOANS-NON> 722
<LOANS-PAST> 65
<LOANS-TROUBLED> 1,092
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,130
<CHARGE-OFFS> 48
<RECOVERIES> 34
<ALLOWANCE-CLOSE> 3,236
<ALLOWANCE-DOMESTIC> 984
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 2,252
</TABLE>
