SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarter ended June 30, 1999
Commission file number 0-10972
First Farmers and Merchants Corporation
(Exact name of registrant as specified in its charter)
Tennessee 62-1148660
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
816 South Garden Street
Columbia, Tennessee 38402 - 1148
(Address of principal executive offices) (Zip Code)
(931) 388-3145
(Registrant's telephone number, including area code)
(Former name, former address and former 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 such shorter period 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
common stock, as of June 30, 1999. 2,920,000 shares
This filing contains 12 pages.
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The following unaudited consolidated financial statements of the
registrant and its subsidiary for the six months ended June 30, 1999,
are as follows:
Consolidated balance sheets - June 30, 1999, and December 31, 1998.
Consolidated statements of income - For the three months and six
months ended June 30, 1999 and June 30, 1998.
Consolidated statements of cash flows - For the six months ended
June 30, 1999 and June 30, 1998.
<PAGE>
<TABLE>
FIRST FARMERS AND MERCHANTS CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, December 31,
(Dollars in Thousands) 1999 1998
<S> <C> <C>
ASSETS Cash and due from banks $ 19,778 $ 21,155
Federal funds sold - 12,000
Securities
Available for sale (amortized cost
$118,844 and $83,395 respectively) 117,799 84,347
Held to maturity (fair value $113,488
and $118,010 respectively) 113,650 114,648
Total securities 231,449 198,995
Loans, net of deferred fees 320,747 320,184
Allowance for possible loan losses (4,718) (3,852)
Net loans 316,029 316,332
Bank premises and equipment, at cost
less allowance for depreciation 8,084 7,240
Other assets 17,072 14,689
TOTAL ASSETS $ 592,412 $ 570,411
LIABILITIES Deposits
Noninterest-bearing $ 77,029 $ 83,165
Interest-bearing (including certifi-
cates of deposit over $100,000:
1999 - $45,747; 1998 - $42,611) 434,178 417,366
Total deposits 511,207 500,531
Federal funds purchased 3,800 -
Dividends payable 993 896
Other short term liabilities 602 602
Accounts payable and accrued
liabilities 5,671 5,232
TOTAL LIABILITIES 522,273 507,261
STOCKHOLDERS' Common stock - $10 par value,
EQUITY 8,000,000 shares authorized;
issued and outstanding -
2,920,000 in 1999; 2,800,000 in 1998 29,200 28,000
Additional paid-in capital 4,320 -
Retained earnings 37,267 34,560
Accumulated other comprehensive income (648) 590
TOTAL STOCKHOLDERS' EQUITY 70,139 63,150
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 592,412 $ 570,411
</TABLE>
<PAGE>
<TABLE>
FIRST FARMERS AND MERCHANTS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
(Dollars In Thousands Except Per Share Data) Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
INTEREST INCOME Interest and fees on loans $ 6,935 $ 7,322 $ 13,849 $ 14,668
Income on investment securities
Taxable interest 2,266 1,841 4,414 3,287
Exempt from federal income tax 722 646 1,447 1,261
Dividends 111 166 162 208
3,099 2,653 6,023 4,756
Other interest income 175 163 289 290
TOTAL INTEREST INCOME 10,209 10,138 20,161 19,714
INTEREST EXPENSE Interest on deposits 4,337 4,362 8,554 8,625
Interest on other short term
borrowings 7 7 15 15
TOTAL INTEREST EXPENSE 4,344 4,369 8,569 8,640
NET INTEREST INCOME 5,865 5,769 11,592 11,074
PROVISION FOR POSSIBLE LOAN LOSSES 625 570 1,275 1,520
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 5,240 5,199 10,317 9,554
NONINTEREST INCOME Trust department income 446 379 851 771
Service fees on deposit accounts 1,045 919 1,996 1,791
Other service fees, commissions,
and fees 249 256 484 526
Other operating income 199 104 339 218
Securities gains 130 - 130 351
TOTAL NONINTEREST INCOME 2,069 1,658 3,800 3,657
NONINTEREST EXPENSES Salaries and employee benefits 2,176 1,937 4,247 3,849
Net occupancy expense 412 327 762 651
Furniture and equipment expense 274 369 619 720
Other operating expenses 1,688 1,434 3,334 2,785
TOTAL NONINTEREST EXPENSES 4,550 4,067 8,962 8,005
INCOME BEFORE PROVISION FOR
INCOME TAXES 2,759 2,790 5,155 5,206
PROVISION FOR INCOME TAXES 824 841 1,455 1,519
NET INCOME $ 1,935 $ 1,949 $ 3,700 $ 3,687
EARNINGS PER SHARE Common stock
2,920,000 shares outstanding 1999
2,800,000 shares outstanding 1998 $ 0.66 $ 0.70 $ 1.27 $ 1.32
</TABLE>
<PAGE>
<TABLE>
FIRST FARMERS AND MERCHANTS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
(Dollars In Thousands)
Six Months Ended June 30, 1999 1998
<S> <S> <C> <C>
OPERATING Net income
ACTIVITIES Adjustments to reconcile net income
to net cash provided $ 3,700 $ 3,687
by operating activities
Excess (deficiency) of provision for
possible loan losses over net charge offs 647 820
Provision for depreciation and amortization
of premises and equipment 558 310
Provision for depreciation of leased
equipment 150 250
Amortization of intangibles 97 38
Amortization of investment security
premiums, net of accretion of discounts 437 240
Increase in cash surrender value of life
insurance contracts (91) (75)
Deferred income taxes (321) (371)
(Increase) decrease in
Interest receivable (224) (315)
Other assets 438 (37)
Increase (decrease) in
Interest payable 125 80
Other liabilities 188 (397)
Total Adjustments 2,004 543
Net cash provided by operating activities 5,704 4,230
INVESTING Proceeds from maturities, calls, and sales of
ACTIVITIES available-for-sale securities 14,155 10,005
Proceeds from maturities and calls of
held-to-maturity securities 13,405 6,708
Purchases of investment securities
Available-for-sale (36,903) (36,130)
Held-to-maturity (12,521) (10,736)
Net (increase) decrease in loans 4,654 6,057
Purchases of premises and equipment (559) (508)
Acquisition of other assets 2,789 -
Net cash used by investing activities (14,980) (24,604)
FINANCING Net increase (decrease) in noninterest-bearing
ACTIVITIES and interest-bearing deposits (7,005) 16,395
Net increase (decrease) in short term
borrowings 3,800 (2)
Cash dividends (896) (784)
Net cash provided by financing activities (4,101) 15,609
Increase (decrease) in cash and cash
equivalents (13,377) (4,765)
Cash and cash equivalents at beginning of
period 33,155 42,673
Cash and cash equivalents at end of period $ 19,778 $ 37,908
</TABLE>
NONCASH Noncash Investing and Financing Activities
ACTIVITIES
An agreement and plan to merge the Farmers and Merchants Bank of
White Bluff, Dickson County, Tennessee, with and into the Bank was
completed February 5, 1999. The merger was a noncash transaction
in which 120,000 shares of Corporation common stock were issued to
complete the acquisition of the assets and the assumption of
certain liabilities indicated in the following schedule.
Securities $ 13,025 Deposits $ 17,682
Loans, net 4,998 Other liabilities 125
Other assets 1,045
<PAGE>
The unaudited consolidated financial statements have been
prepared on a consistent basis and in accordance with the
instructions to Form 10-Q and do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments considered necessary for
a fair presentation have been included. These adjustments were
of a normal, recurring nature and consistent with generally
accepted accounting principles. For further information, refer
to the consolidated financial statements and footnotes included
in the Corporation's annual report on Form 10-K for the year
ended December 31, 1998
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
Material Changes in Financial Condition
An agreement and plan to merge the Farmers and Merchants
Bank of White Bluff, Dickson County, Tennessee, with and into
the Bank was completed February 5, 1999. The purchase of the
$23 million dollar bank for 120,000 shares of Corporation common
stock must be considered in the discussion that follows where
the impact in each area will be indicated. Average earning
assets increased 6.1% in the first half of 1999 compared to a
3.3% increase in the first half of 1998. Over half of this
increase resulted from the acquisition. As a financial
institution, the Bank's primary earning assets are loans. At
June 30, 1999, average net loans had decreased 1.8% and
represented 63.2% of average earning assets. The loans acquired
in Dickson County represent less than two percent of average
loans. Average net loans began a period of growth in the first
quarter of 1996 showing a 4.6% growth that continued throughout
last year. Management believes this growth is indicative of the
strengthening of its presence in the five county area in middle
Tennessee that it serves. This loan growth has slowed down,
even decreasing slightly, in the first half of this year as
increased competition and reaffirmation of strong credit
standards in our new markets has softened loan demand. Average
investments represented 37% of average earning assets at June
30, 1999, an increase of 19.6% in the first half of 1999.
Average total assets were $586 million at the end of the first
six months of 1999 compared to $541 million at the end of the
first six months of 1998. Period-end assets were $592 million
compared to $570 million at December 31, 1998.
The Bank maintains a formal asset and liability management
process to control interest rate risk and assist management in
maintaining reasonable stability in the gross interest margin as
a result of changes in the level of interest rates and/or the
spread relationships among interest rates. The Bank uses an
earnings simulation model to evaluate the impact of different
interest rate scenarios on the gross margin. Each month, the
Asset/Liability Committee monitors the relationship of rate
sensitive earning assets to rate sensitive interest bearing
liabilities (interest rate sensitivity) which is the principal
factor in determining the effect that fluctuating interest rates
will have on future net interest income. Rate sensitive earning
assets and interest bearing liabilities are those which can be
repriced to current market rates within a defined time period.
The following sections analyze the average balance sheet and the
major components of the period-end balance sheet.
SECURITIES
Available-for-sale securities are an integral part of the
asset/liability management process. As such, they represent an
important source of liquidity available to fund loans and
accommodate asset reallocation strategies dictated by changes in
bank operating and tax plans, shifting yield spread
relationships, and changes in configuration of the yield curve.
At June 30, 1999, the Corporation's investment securities
portfolio had $117.8 million available-for-sale securities and
$113.7 million held-to-maturity securities. Of the $13.0
million securities acquired in the Dickson County transaction,
$7.8 million were recorded as available-for-sale and $5.1
million were recorded as held-to-maturity. There were $84.3
million available-for-sale securities and $114.6 million
held-to-maturity securities at December 31, 1998.
<PAGE>
LOANS
The loan portfolio is the largest component of earning
assets and consequently provides the highest amount of revenues.
The loan portfolio also contains, as a result of credit
quality, the highest exposure to risk. When analyzing potential
loans, management assesses both interest rate objectives and
credit quality objectives in determining whether to make a given
loan and the appropriate pricing for that loan. The Bank
maintains a diversified portfolio in order to spread its risk
and reduce its exposure to economic downturns which may occur in
different segments of the economy or in particular industries.
The average loan portfolio decreased $5.6 million or 1.8% in the
first six months of 1999 compared to a $11.4 million or 3.6%
increase in the first six months of 1998. Commercial loans
decreased 19%, personal loans decreased 6.3%, but loans secured
by real estate posted a 3.9% growth for the first six months of
1999. An asset/liability strategic decision to keep higher
quality mortgage loans in the portfolio, rather than sell them
in the secondary market, contributed to the increase in this
type of loans.
The Corporation's subsidiary loan review function reviews
lines of credit over $50,000. After this review during the
first half of 1999, loans totaling $.8 million, .26% of the
portfolio, were classified as other assets especially mentioned
at June 30, 1999, which is down from the $1.8 million so
classified at March 31, 1999 and $2.7 million at December 31,
1998. Loans totaling $16.2 million, 5.1% of the portfolio, were
classified as substandard at June 30, 1999, which is an increase
compared to $15.6 million at March 31, 1999 and $8.3 million
so classified at December 31, 1998. Loans totaling $2.1
million, .7% of the portfolio, were classified as doubtful at
June 30, 1999, compared to $2.6 million at March 31, 1999, and
$2.1 million at December 31, 1998. Any loans classified for
regulatory purposes as loss, doubtful, substandard, or special
mention do not represent or result from trends or uncertainties
which management reasonably expects will materially affect
operating results, liquidity, or capital resources. Neither do
such loans represent material credits about which management is
aware of any information which causes management to have serious
doubts as to the ability of such borrowers to comply with the
loan repayment terms. Management is not aware of any known
trends, events or uncertainties that will have or that are
reasonably likely to have a material effect on the corporation's
liquidity, capital resources or operations. Loans having
recorded investments of $2.9 million, .9% of the total
portfolio, were identified as impaired at the end of the first
six months of 1999 compared to $3.3 milllion at March 31, 1999,
and $3.9 million at December 31, 1998.
The Bank is a party to financial instruments with
off-balance-sheet risk in the normal course of business to meet
the financing needs of its customers. These financial
instruments include commitments to extend credit and standby
letters of credit. Those instruments involve, to varying
degrees, elements of credit risk in excess of the amount
recognized in the balance sheet. The contract or notional
amounts of those instruments reflect the extent of involvement
the Bank has in those particular financial instruments. The
total outstanding loan commitments and stand-by letters of
credit in the normal course of business at June 30, 1999, were
$38.6 million and $2.4 million respectively. Loan commitments
are agreements to lend to a customer as long as there is not a
violation of any condition established in the contract. Standby
letters of credit are conditional commitments issued by the Bank
to guarantee the performance of a customer to a third party.
Those guarantees are primarily issued to support public and
private borrowing arrangements, including commercial paper, bond
<PAGE>
financing, and similar transactions. The credit risk involved
in issuing letters of credit is essentially the same as that
involved in making a loan.
The loan portfolio is well diversified with loans
generally secured by tangible personal property, real property,
or stock. The loans are expected to be repaid from cash flow or
proceeds from the sale of selected assets of the borrowers.
Collateral requirements for the loan portfolio are based on
credit evaluation of the customer. It is management's opinion
that there is not a concentration of credit risk in the
portfolio.
DEPOSITS
The Corporation's subsidiary bank does not have any
foreign offices and all deposits are serviced in its seventeen
domestic offices. The bank's average deposits grew during the
first six months of 1999 reflecting a 5.9% growth compared to a
2.2% growth in the first half of 1998. Deposits totaling over
$17.6 million were assumed in the Dickson County acquisition and
represent 3.4% of average deposits accounting for over 62% of
the deposit growth in the first six months. Short and medium
term rates were competitive compared to longer term rates. This
was a contributing factor to 3.6% growth in average
interest-bearing checking accounts and 4.4% growth in
certificates of deposits under $100 thousand during the first
half of 1999. Savings deposits with limited transactions
increased 13.4% during the first six months of 1999. Savings
deposits have been strong historically providing a core, low
cost, source of funding. Certificates of deposit over $100
thousand increased 3.8% in the first half of 1999.
CAPITAL
During 1998, the Corporation amended its corporate
charter to increase the number of authorized shares of its
common stock from 4,000,000 to 8,000,000 shares and on April 21,
1998, the Corporation's stockholders approved a two-for-one
split effected in the form of a 100% stock dividend to
stockholders of record on April 21, 1998. In accordance with
State corporate legal requirements, the transaction was recorded
by a transfer from retained earnings to common stock in the
amount of $14,000,000 ($10 for each additional share issued).
All per share and share data in the accompanying consolidated
financial statements and footnotes have been restated to give
retroactive effect to the transaction. Average shareholders'
equity remained strong totaling $68.4 million at June 30, 1999,
an 8.5% increase from 1998 year end. The issuance of stock to
complete the Dickson County merger accounts for 80% of this
growth. The Corporation and the Bank are subject to federal
regulatory risk-adjusted capital adequacy standards. Failure to
meet capital adequacy requirements can initiate certain
mandatory, and possibly additional discretionary, actions by
regulators that could have a direct material effect on the
consolidated financial statements of the Corporation and its
subsidiary, the Bank. The regulations require the Bank to meet
specific capital adequacy guidelines that involve quantitative
measures of assets, liabilities, and certain off-balance-sheet
items as calculated under regulatory accounting practices. The
capital classification is also subject to qualitative judgments
by the regulators about components, risk weightings, and other
factors.
Quantitative measures established by regulation to ensure
capital adequacy require the Corporation and the Bank to
maintain minimum amounts and ratios of Total Capital and Tier I
Capital to risk-weighted assets and of average Tier I Capital to
average assets. Equity capital (net of certain
<PAGE>
adjustments for intangible assets and investments in non-consolidated
subsidiaries and certain classes of preferred stock are
considered Tier 1 ("core") capital. Tier 2 ("total") capital
consists of core capital plus subordinated debt, some types of
preferred stock, and varying amounts of the Allowance for
Possible Loan Losses. As of June 30, 1999, the Bank's total
risk-based and core capital ratios were 22.6% and 21.4%
respectively. The comparable ratios were 20.7% and 19.5% at
year end, 1998. As of June 30, 1999, the Corporation's total
risk-based and core capital ratios were 22.9% and 21.6%
respectively. The comparable ratios were 20.9% and 19.7% at
year end, 1998. As of June 30, 1999, the Bank and the
Corporation had a ratio of average core capital to average total
assets of 12.5% and 12.6% respectively, compared to 11.1% and
11.2% at December 31, 1998. Management believes, as of June 30,
1999, that the Corporation and the Bank meet all capital
adequacy requirements to which they are subject. The Bank's
calculated risk-adjusted capital ratios exceeded the minimum
standard for a "well capitalized" bank. Most of the capital
needs of the Bank have historically been financed through
internal growth. The approval of the Comptroller of the
Currency is required before the Bank's dividends in a given year
may exceed the total of its net profit (as defined) for the year
combined with retained net profits of the preceding two years.
As of June 30, 1999, additional dividends of approximately $11
million could have been declared by the Bank to the Corporation
without regulatory agency approval.
YEAR 2000 COMPLIANCE TASK FORCE
A Year 2000 Compliance Task Force was established to
evaluate the mission critical software and hardware that must be
compatible for continued satisfactory data processing;
representations have been obtained, and satisfactorily tested,
from our software and hardware vendors, confirming their Year
2000 compatibility. Testing of systems' compatibility was 90%
complete for all areas and 100% complete for core application
processing, by December 31, 1998. The committee completed all
testing and software changes by June 30, 1999. Significant
expenses relating to this issue have been limited because the
Bank uses an outside core processor. However, the task force
developed a budget and continually reviews expenses as they
emerge, reporting to the Board of Directors quarterly.
Expenses did not have a material impact on the financial
statements of the Corporation. The Bank has developed
contingency plans for the most critical operational areas and
comprehensive contingency/business continuation plans. No
material effect on operations is anticipated in preparing for
potential risks. Management believes that all information
systems will be Year 2000 compliant.
Material Changes in Results of Operations
Total interest income was 2.3% higher in the first six
months of 1999 than the first six months of 1998. Interest and
fees earned on loans decreased 5.6% due to the decrease in the
volume of average loans. Interest earned on investment
securities and other investments increased 25.1% compared to the
first six months of 1998 due to the increased volume of
securities. Investment securities acquired in the acquisition
in Dickson County are about 5.0% of total investment securities
and contribute to this increase.
Total interest expense in the first six months of 1999
compared to the first six months of 1998 declined .8%. The
total cost of interest-bearing deposits has remained steady all
last year and this year under monthly monitoring by the
Asset/Liability Committee. As a policy, budgeted financial goals
<PAGE>
are monitored on a monthly basis by the Asset/Liability
Committee where the actual dollar change in net interest income
given different interest rate movements is reviewed. A negative
dollar change in net interest income for a twelve month period
of less than 3% of net interest income given a three hundred
basis point shift in interest rates is considered an acceptable
rate risk position. The net interest margin, on a tax
equivalent basis, at June 30, 1999, 1998, and December, 31, 1998
was 4.51%, 4.68%, and 4.64% respectively.
Net interest income on a fully taxable equivalent basis
is influenced primarily by changes in: (1) the volume and mix
of earning assets and sources of funding; (2) market rates of
interest, and (3) income tax rates. The impact of some of these
factors can be controlled by management policies and actions.
External factors also can have a significant impact on changes
in net interest income from one period to another. Some
examples of such factors are: (1) the strength of credit demands
by customers; (2) Federal Reserve Board monetary policy, and (3)
fiscal and debt management policies of the federal government,
including changes in tax laws.
The analysis and review of asset quality by the
Corporation's subsidiary loan review function and credit
administrator also includes a formal review that is prepared
quarterly to assess the risk in the loan portfolio and to
determine the adequacy of the allowance for loans losses. This
review supported management's assertion that the allowance was
adequate at June 30, 1999. Additions to the allowance during
the first six months of 1999 were lower than the first six
months of 1998 due almost entirely to a consumer loan
underwriting problem that was being corrected. Net charge offs
of $628 thousand for the first six months of 1999 were down from
prior quarters as well. The ratio of net charge offs to net
average loans outstanding was .4% as of June 30, 1999.
There were no write downs of other real estate associated
with declines in real estate values subsequent to foreclosure
and disposition of the properties at less than their carrying
value during the first half of 1999. The carrying value of
Other Real Estate is included in other assets on the face of the
balance sheet and represents real estate acquired through
foreclosure and is stated at the lower of cost or fair value
minus cost to sell. An allowance for other real estate owned is
not maintained. Any decreases or losses associated with the
properties have been charged to current income. Management
evaluates properties included in this category on a regular
basis. Actual foreclosures were included in the carrying value
for Other Real Estate at June 30, 1999, December 31, 1998, and
June 30, 1998, and totaled $753 thousand, $544 thousand, and
$421 thousand respectively.
Noninterest income increased 3.9% during the first six
months of 1999 compared to the first six months of 1998.
Income from fiduciary services provided in the Bank's Trust
Department remained strong, increasing 10.3%.
Noninterest expenses, excluding the provision for possible
loan losses, were 12.0% more in the first six months of 1999
than in the first six months of 1998. Extra expenses related to
the Dickson County acquisition including the salaries of
additional employees contributed to this increase.
Net income is .4% higher for the first six months of 1999
compared to the first six months of 1998. The increase in
interest income combined with the steady interest cost
contributed to enough of an increase in net interest income
that, combined with a modest increase in noninterest income and
tax savings, offset the increase in noninterest expense.
<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 FARMERS AND MERCHANTS CORPORATION
(Registrant)
Date August 16, 1999 /s/ Waymon L. Hickman
Waymon L. Hickman,
Chairman of the Board
(Chief Executive Officer)
Date August 16, 1999 /s/ Patricia N. McClanahan
Patricia N. McClanahan,
Treasurer
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 19,749
<INT-BEARING-DEPOSITS> 29
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 117,799
<INVESTMENTS-CARRYING> 113,650
<INVESTMENTS-MARKET> 113,488
<LOANS> 320,747
<ALLOWANCE> (4,718)
<TOTAL-ASSETS> 592,412
<DEPOSITS> 511,207
<SHORT-TERM> 0
<LIABILITIES-OTHER> 5,671
<LONG-TERM> 0
0
0
<COMMON> 29,200
<OTHER-SE> 40,939
<TOTAL-LIABILITIES-AND-EQUITY> 592,412
<INTEREST-LOAN> 13,849
<INTEREST-INVEST> 6,023
<INTEREST-OTHER> 289
<INTEREST-TOTAL> 20,161
<INTEREST-DEPOSIT> 8,554
<INTEREST-EXPENSE> 8,569
<INTEREST-INCOME-NET> 11,592
<LOAN-LOSSES> 1,275
<SECURITIES-GAINS> 130
<EXPENSE-OTHER> 8,962
<INCOME-PRETAX> 5,155
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,700
<EPS-BASIC> 1.27
<EPS-DILUTED> 0
<YIELD-ACTUAL> 4.51
<LOANS-NON> 2,926
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,852
<CHARGE-OFFS> 737
<RECOVERIES> 109
<ALLOWANCE-CLOSE> 4,718
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
