<PAGE>
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, 1998
[ ] 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 0-24399
-------
UNITED COMMUNITY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Ohio 34-1856319
-----------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
275 Federal Plaza West
Youngstown, Ohio 44503-1203
---------------- ----------
(Address of principal executive (Zip Code)
offices)
(330) 742-0500
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name, former address and former fiscal year, if change
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 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 No X
-----
(Not subject to filing
requirements - first
filing attached)
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
100 Common shares
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C>
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Financial Condition
as of March 31, 1998 and December 31, 1997. . . . . . . 1
Consolidated Statements of Income for the Three
months ended March 31, 1998 and 1997. . . . . . . . . . 2
Consolidated Statements of Cash Flows for the
Three months ended March 31, 1998 and 1997. . . . . . . 3
Notes to Consolidated Financial Statements. . . . . . . 4 - 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . 6 - 9
PART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . 10
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNITED COMMUNITY FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
(Unaudited)
------------ ------------
(In thousands)
<S> <C> <C>
ASSETS:
Cash and deposits with banks $ 11,419 $ 14,618
Federal funds sold and other 14,192 19,879
------------ ------------
Total cash and cash equivalents 25,611 34,497
------------ ------------
Investment securities:
Available for sale (amortized cost of $51,003 and $39,091,
respectively) 51,316 39,402
Held to maturity (fair value of $5,019 and $5,013,
respectively) 4,974 4,968
Mortgage-backed securities:
Available for sale (amortized cost of $58,049 and $61,633,
respectively) 58,938 62,423
Held to maturity (fair value of $244,783 and $247,986,
respectively) 239,777 243,848
Loans, net (including allowance for loan losses
of $6,176 and $5,982, respectively) 635,295 633,236
Federal Home Loan Bank stock 11,335 11,136
Premises and equipment 7,782 7,930
Accrued interest receivable 6,267 6,414
Real estate owned 6 55
Other assets 8,158 1,084
------------ ------------
TOTAL ASSETS $ 1,049,459 $ 1,044,993
------------ ------------
------------ ------------
LIABILITIES AND EQUITY:
LIABILITIES:
Deposits $ 888,499 $ 886,808
Advance payments by borrowers for taxes
and insurance 2,183 3,715
Accrued interest payable 924 845
Post-retirement benefit obligation 7,740 7,647
Accrued expenses and other liabilities 5,993 4,625
------------ ------------
Total liabilities 905,339 903,640
------------ ------------
COMMITMENTS AND CONTINGENCIES
EQUITY:
Retained earnings (substantially restricted) 143,339 140,636
Net unrealized gain on available for sale securities, net of
taxes of $421 and $385, respectively 781 717
------------ ------------
TOTAL EQUITY 144,120 141,353
------------ ------------
TOTAL LIABILITIES AND EQUITY $ 1,049,459 $ 1,044,993
------------ ------------
------------ ------------
</TABLE>
1
<PAGE>
UNITED COMMUNITY FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1998 1997
------------ ------------
(In thousands)
<S> <C> <C>
INTEREST INCOME:
Loans $ 13,073 $ 12,508
Mortgage-backed securities:
Available for sale 1,042 1,402
Held to maturity 4,311 5,052
Investment securities:
Available for sale 748 388
Held to maturity 79 313
FHLB stock dividend 199 179
Other interest-earning assets 226 159
------------ ------------
Total interest income 19,678 20,001
INTEREST EXPENSE:
Interest expense on deposits 9,556 10,211
------------ ------------
NET INTEREST INCOME 10,122 9,790
PROVISION FOR LOAN LOSSES 250
------------ ------------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 9,872 9,790
------------ ------------
NONINTEREST INCOME:
Service fees and other charges 280 179
Net (losses) gains:
Mortgage-backed securities 13
Other (losses) gains (52) 9
Other income 137 110
------------ ------------
Total noninterest income 378 298
------------ ------------
NONINTEREST EXPENSES:
Salaries and employee benefits 3,581 3,482
Occupancy 313 303
Equipment and data processing 603 597
Deposit insurance premiums 139 151
Franchise tax 479 438
Advertising 255 249
Other expenses 725 785
------------ ------------
Total noninterest expenses 6,095 6,005
------------ ------------
INCOME BEFORE INCOME TAXES 4,155 4,083
INCOME TAXES 1,454 1,360
------------ ------------
NET INCOME $ 2,701 $ 2,723
------------ ------------
------------ ------------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
2
<PAGE>
UNITED COMMUNITY FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1998 1997
------------ ------------
(In thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,701 $ 2,723
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 250
Net losses (gains) 39 (9)
Accretion of discounts and amortization of premiums (333) (222)
Depreciation 274 277
FHLB stock dividends (199) (179)
Decrease (increase) in interest receivable 147 (266)
Increase in interest payable 79 75
Increase in post retirement benefit obligation 93 104
Increase in prepaid and other assets (7,074) (899)
Increase in other liabilities 1,332 1,196
------------ ------------
Net cash (used in) provided by operating activities (2,691) 2,800
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from principal repayments and maturities of:
Mortgage-backed securities held to maturity 12,004 9,741
Mortgage-backed securities available for sale 3,534 8,302
Investment securities held to maturity 10,000
Investment securities available for sale 153 419
Proceeds from sale of:
Mortgage-backed securities available for sale 114
Mortgage-backed securities held to maturity 119
Purchases of:
Investment securities available for sale (12,083) (18,435)
Mortgage-backed securities held to maturity (8,047)
Principal collected on loans 37,672 30,310
Loans originated and acquired (39,720) (27,660)
Proceeds from disposal of real estate owned 32
Purchases of premises and equipment (132) (1,057)
------------ ------------
Net cash (used in) provided by investing activities (6,354) 11,620
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in Now, Savings and Money Market
Accounts 3,551 (5,442)
Net decrease in Certificates of Deposit (1,860) (7,047)
Net decrease in advance payments by borrowers
For taxes and insurance (1,532) (1,849)
------------ ------------
Net cash provided by (used in) financing activities 159 (14,338)
------------ ------------
(Decrease) increase in cash and cash equivalents (8,886) 82
Cash and cash equivalents, beginning of period 34,497 19,668
------------ ------------
Cash and cash equivalents, end of period $ 25,611 $ 19,750
------------ ------------
------------ ------------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest on deposits and borrowings $ 9,477 $ 10,136
Income taxes - -
Supplemental schedule of noncash activities:
Transfers from loans to real estate owned 29 9
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE>
UNITED COMMUNITY FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
United Community Financial Corp. (the "Holding Company") was incorporated under
Ohio law in February 1998 by The Home Savings & Loan Company of Youngstown, Ohio
(the "Company") in connection with the planned conversion of the Company from an
Ohio mutual savings and loan association to an Ohio capital stock savings and
loan association, the issuance of the Company's stock to the Holding Company and
the offer and sale of the Holding Company's common stock by the Holding Company
(the "Conversion"). Upon consummation of the Conversion, the Holding Company
will become the unitary savings and loan holding company for the Company. This
transaction received conditional regulatory approval on May 15, 1998. For
purposes of this Form 10-Q, the financial statements and management's discussion
and analysis of financial condition and results of operations are presented for
the Company since the Holding Company was not active during any of the periods
presented. No pro forma effect has been given to the planned sale of the
Holding Company's common stock in the Conversion.
The accompanying consolidated financial statements of the Holding Company have
been prepared in accordance with instructions to Form 10-Q. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. However, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for fair
statement of results for the interim periods.
The results of operations for the three months ended March 31, 1998 are not
necessarily indicative of the results to be expected for the year ending
December 31, 1998. The consolidated financial statements and notes thereto
should be read in conjunction with the audited financial statements and notes
thereto for the year ended December 31, 1997, contained in the Holding Company's
prospectus dated May 15, 1998.
2. EARNINGS PER COMMON SHARE
Earnings per common share have not been presented in the Consolidated Statements
of Income as United Community Financial Corp. is currently in the process of
completing the Conversion (as noted in footnote 1. above.) Earnings per common
share will be presented from the effective date of the Conversion.
3. COMPREHENSIVE INCOME
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income", was issued in June 1997 and became effective on January 1, 1998. This
statement requires companies to report all items that are recognized as
components of comprehensive income under accounting standards. The Company's
comprehensive income for the three months ended March 31, 1998 and 1997 are as
follows:
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1998 1997
------------ -----------
(In thousands)
<S> <C> <C>
Net income $ 2,701 $ 2,723
Unrealized holding gains (losses) arising
during the period, net of tax effect of
$34 and ($425) for the periods
ended March 31, 1998 and 1997, respectively. 64 (789)
------------ -----------
Comprehensive income $ 2,765 $ 1,934
------------ -----------
------------ -----------
</TABLE>
4
<PAGE>
4. NEW ACCOUNTING STANDARDS
The Company adopted Statement of Financial Accountings Standards (SFAS) No. 131,
"Disclosures about segments of an Enterprise and Related Information", on
January 1, 1998. This statement provides accounting and reporting standards for
the way public enterprises are to report information about operating segments in
annual financial statements and requires those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas, and major customers. Management has
determined that adoption of SFAS No. 131 will not result in increased reporting
and disclosure requirements.
5. SALE OF HELD TO MATURITY MORTGAGE-BACKED SECURITIES
In January 1998, the Company sold approximately $114,000 of mortgage-backed
securities held to maturity with outstanding balances less than 15% of the
principal outstanding at acquisition. Approximately a $5,500 gain was recorded
on the sale.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
UNITED COMMUNITY FINANCIAL CORP.
<TABLE>
<CAPTION>
At or for the Three Months Ended
March 31,
--------------------------------
SELECTED FINANCIAL RATIOS AND OTHER DATA: (1) 1998 1997
----------- -----------
<S> <C> <C>
Performance ratios:
Return on average assets (2) 1.03% 1.02%
Return on average equity (3) 7.59 8.48
Interest rate spread (4) 3.38 3.23
Net interest margin (5) 3.96 3.74
Noninterest expense to average assets 2.33 2.25
Efficiency ratio (6) 58.05 59.53
Average interest-earning assets to average interest-
bearing liabilities 115.50 113.32
Capital ratios:
Average equity to average assets 13.60 12.01
Equity to assets, end of period 13.73 12.23
Tangible capital 13.67 12.25
Core capital 13.67 12.25
Risk-based capital 28.24 27.13
Asset quality ratios:
Nonperforming loans to total loans at end of period (7) 1.39 1.44
Nonperforming assets to average assets (8) 0.84 0.83
Nonperforming assets to total assets at end of period (8) 0.84 0.84
Allowance for loan losses as a percent of loans 0.96 0.79
Allowance for loan losses as a percent of
nonperforming loans (7) 70.14 55.02
Number of:
Loans 19,231 18,812
Deposits 109,556 108,882
Full service offices 14 14
</TABLE>
- -----------------------------------
(1) Ratios for the three-month periods are annualized where appropriate.
(2) Net income divided by average total assets.
(3) Net income divided by average total equity.
(4) Difference between weighted average yield on interest-earning assets and
weighted average cost of interest-bearing liabilities.
(5) Net interest income as a percentage of average interest-earning assets.
(6) Noninterest expense divided by the sum of net interest income and
noninterest income.
(7) Nonperforming loans consist of nonaccrual loans and restructured loans.
(8) Nonperforming assets consist of nonperforming loans and real estate
acquired in settlement of loans.
6
<PAGE>
COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 1998 AND DECEMBER 31, 1997
Total assets increased $4.4 million, or .4%, from December 31, 1997, to
March 31, 1998. The primary reason for the increase was that loans increased
$2.0 million mostly due to increased loan originations.
Total liabilities increased $1.7 million, or .2%, primarily as a result of
an increase in deposits of approximately $1.7 million. The Company had no
borrowings at March 31, 1998.
Total equity increased $2.7 million, or 2.0%, to $144.1 million at March
31, 1998, from $141.4 million at December 31, 1997, due to net income of $2.7
million.
Nonaccrual and restructured loans decreased approximately $1.3 million to
$8.8 million at March 31, 1998, from $10.2 million at December 31, 1997.
Nonaccrual one- to four-family mortgage loans, construction loans and commercial
loans decreased $596,000, $317,000 and $268,000, respectively. The reduction of
the one-to four -family loans was due to a number of loans becoming current on
their payments and not any one particular loan. At March 31, 1998, total
nonaccrual and restructured loans accounted for 1.39% of net loans receivable,
compared to 1.60% at December 31, 1997. Total non-performing assets were .84%
of total assets, a decrease of .14% from .98% at December 31, 1997.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND
MARCH 31, 1997
NET INCOME. Net income decreased $22,000, or .8%, to $2.701 million for
the three months ended March 31, 1998 from $2.723 million for the three months
ended March 31, 1997. The slight decrease was due to an increase in the
provision for loan loss allowances and an increase in the provision for income
taxes, which offset the increase in net interest income.
NET INTEREST INCOME. Net interest income increased $332,000, or 3.4%, for
the first quarter of 1998 compared to the first quarter of 1997, primarily due
to a decrease in the cost of deposits. Two main factors contributed to the
decrease in the cost of deposits. The first was a decrease in the interest
rates of the savings, demand and checking accounts for the first quarter of 1998
versus 1997 due to the interest rate environment. The second factor was a
decrease of certificates of deposits for first quarter 1998 versus 1997.
PROVISION FOR LOAN LOSSES. The provision for loan loss allowances
increased $250,000 in the first quarter of 1998, as a result of an increase in
the total loan portfolio, particularly in commercial and consumer loans that
generally have greater inherent risk than residential first mortgage loans.
During the three months ended March 31, 1998, the Company had charge-offs of
$60,000 and recoveries of $4,000. At March 31, 1998, the Company's allowance
for loan losses totaled $6.2 million, which was .96% of total loans.
NONINTEREST INCOME. Noninterest income increased $80,000, or 26.8%, to
$378,000 for the three months ended March 31, 1998, from $298,000 for the three
months ended March 31, 1997. The increase was primarily due to increases in
automated teller machine service charges and NOW non-sufficient funds fees.
NONINTEREST EXPENSE. Total noninterest expense increased $90,000, or
1.5%, for the first quarter of 1998 compared to the first quarter of 1997,
primarily as a result of increases in salaries and employee benefits expenses.
FEDERAL INCOME TAXES. The provision for federal income taxes has not
changed significantly for the first quarter of 1998 compared to the first
quarter of 1997.
7
<PAGE>
UNITED COMMUNITY FINANCIAL CORP.
AVERAGE BALANCE SHEETS
The following table presents the total dollar amounts of interest income and
interest expense on the indicated amounts of average interest-earning assets or
interest-bearing liabilities together with the weighted average interest rates
for the three month periods ended March 31, 1998 and 1997. Average balance
calculations were based on daily balances.
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------------------------------------------------------------
1998 1997
--------------------------------------- ---------------------------------------
Average Interest Average Interest
outstanding earned/ Yield/ outstanding earned/ Yield/
balance paid rate balance paid rate
------------- ---------- --------- ------------- ---------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Net loans (1) $ 633,096 $ 13,073 8.26 % $ 615,862 $ 12,508 8.12%
Mortgage-backed securities:
Available for sale 60,966 1,042 6.84 80,887 1,402 6.93
Held to maturity 245,353 4,311 7.03 282,592 5,052 7.15
Investment securities:
Available for sale 49,510 748 6.04 24,716 388 6.28
Held to maturity 5,163 79 6.12 19,559 313 6.40
Other interest-earning assets 27,667 425 6.14 22,456 338 6.02
------------- ---------- --------- ------------- ---------- --------
Total interest-earning assets 1,021,755 19,678 7.70 1,046,072 20,001 7.65
Noninterest earning assets 25,440 23,696
------------- -------------
Total assets $ 1,047,195 $ 1,069,768
------------- -------------
------------- -------------
Interest-bearing liabilities:
Checking and demand accounts $ 119,711 666 2.23 $ 122,765 753 2.45
Savings accounts 244,776 1,639 2.68 254,277 1,876 2.95
Certificates of deposit 520,119 7,251 5.58 546,087 7,582 5.55
------------- ---------- --------- ------------- ---------- --------
Total interest-bearing liabilities 884,606 9,556 4.32 923,129 10,211 4.42
---------- --------- ---------- --------
Noninterest-bearing liabilities 20,152 18,157
------------- -------------
Total liabilities 904,758 941,286
Equity 142,437 128,482
------------- -------------
Total liabilities and equity $ 1,047,195 $ 1,069,768
------------- -------------
------------- -------------
Net interest income and
interest rate spread $ 10,122 3.38 % $ 9,790 3.23%
---------- --------- ---------- --------
---------- --------- ---------- --------
Net yield on interest earning assets 3.96 % 3.74%
--------- --------
--------- --------
Average interest-earning assets to
average interest-bearing liabilities 115.50 % 113.32%
--------- --------
--------- --------
</TABLE>
(1) Nonaccrual loans are included in the average balance.
8
<PAGE>
UNITED COMMUNITY FINANCIAL CORP.
RATE/VOLUME ANALYSIS
The table below describes the extent to which changes in interest rates and
changes in volume of interest-earning assets and interest-bearing liabilities
have affected the Company's interest income and interest expense during the
periods indicated. For each category of interest-earning assets and
interest-bearing liabilities, information is provided on changes attributable to
(i) changes in volume (change in volume multiplied by prior period rate), (ii)
changes in rate (change in rate multiplied by prior period volume) and (iii)
total changes in rate and volume. The combined effects of changes in both
volume and rate, which cannot be separately identified, have been allocated in
proportion to the changes due to volume and rate:
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
-----------------------------------------
1998 vs. 1997
-----------------------------------------
Increase Total
(decrease) due to increase
---------------------
Rate Volume (decrease)
---- ------ ----------
(In thousands)
<S> <C> <C> <C>
Interest-earning assets:
Loans $ 211 $ 354 $ 565
Mortgage-backed securities:
Available for sale (19) (341) (360)
Held to maturity (85) (656) (741)
Investment securities:
Available for sale (14) 374 360
Held to maturity (13) (221) (234)
Other interest-earning assets 7 80 87
-------- -------- --------
Total interest-earning assets $ 87 $ (410) (323)
-------- -------- --------
-------- -------- --------
Interest-bearing liabilities:
Savings accounts (69) (18) (87)
Checking accounts (169) (68) (237)
Certificates of deposit 31 (362) (331)
-------- -------- --------
Total interest-bearing liabilities $ (207) $ (448) (655)
-------- -------- --------
-------- -------- --------
Change in net interest income $ 332
--------
--------
</TABLE>
9
<PAGE>
PART II. OTHER INFORMATION
UNITED COMMUNITY FINANCIAL CORP.
ITEMS 1 - 5 - NOT APPLICABLE
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit
Number Description
---------- ------------------------------------
11 Statement regarding computation of per share earnings
27 Financial Data Schedule - EDGAR only
b. Reports on Form 8-K
There were no reports on Form 8-K filed during the Registrant's first
quarter ended March 31, 1998.
10
<PAGE>
UNITED COMMUNITY FINANCIAL CORP.
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.
UNITED COMMUNITY FINANCIAL CORP.
Date: June 29, 1998 /s/ Douglas M. McKay
----------------------------------
Douglas M. McKay, President
Date: June 29, 1998 /s/ Patrick A. Kelly
----------------------------------
Patrick A. Kelly, Treasurer
11
<PAGE>
UNITED COMMUNITY FINANCIAL CORP.
EXHIBIT 11
COMPUTATIONS OF EARNINGS PER COMMON SHARE
Earnings per common share have not been presented in the Consolidated Statements
of Income as United Community Financial Corp. is currently in the process of
completing the Conversion (as noted in footnote 1 to the unaudited financial
statements of Form 10Q for March 31, 1998.) Earnings per common share will be
presented from the effective date of the Conversion.
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF UNITED COMMUNITY FINANCIAL CORP. AS OF AND
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000707886
<NAME> UNITED COMMUNITY FINANCIAL CORP
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 11,419
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 14,192
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 110,254
<INVESTMENTS-CARRYING> 244,751
<INVESTMENTS-MARKET> 249,802
<LOANS> 635,295
<ALLOWANCE> 6,176
<TOTAL-ASSETS> 1,049,459
<DEPOSITS> 888,499
<SHORT-TERM> 0
<LIABILITIES-OTHER> 16,840
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 144,120
<TOTAL-LIABILITIES-AND-EQUITY> 1,049,459
<INTEREST-LOAN> 13,073
<INTEREST-INVEST> 6,180
<INTEREST-OTHER> 425
<INTEREST-TOTAL> 19,678
<INTEREST-DEPOSIT> 9,556
<INTEREST-EXPENSE> 9,556
<INTEREST-INCOME-NET> 10,122
<LOAN-LOSSES> 250
<SECURITIES-GAINS> 13
<EXPENSE-OTHER> 6,095
<INCOME-PRETAX> 4,155
<INCOME-PRE-EXTRAORDINARY> 4,155
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,701
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 3.96
<LOANS-NON> 8,225
<LOANS-PAST> 0
<LOANS-TROUBLED> 581
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 5,982
<CHARGE-OFFS> (60)
<RECOVERIES> 4
<ALLOWANCE-CLOSE> 6,176
<ALLOWANCE-DOMESTIC> 6,176
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
