FORM 10-Q -- QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) Quarter Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 1997
--------------------------------
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
-------------------- -------------------
Commission File Number: 0-14745
-------------------------
SUN BANCORP, INC. (SUN)
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2233584
- ---------------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
PO Box 57, Selinsgrove, Pennsylvania 17870
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(717)-374-1131
- ------------------------------------------------------------------------------
Registrant's telephone number, including area code
N/A
- ------------------------------------------------------------------------------
(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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Common Stock, $1.25 Par Value 4,122,220
--------------------------------- ---------------------------------------
Class Outstanding Shares At June 30, 1997
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
<CAPTION>
(In Thousands)
June 30, 1997 December 31, 1996
Unaudited (Note)
------------- -----------------
<S> <C> <C>
ASSETS
<S> <C> <C>
Cash and due from banks $ 15,028 $ 6,793
Interest-bearing deposits in banks 10,039 706
----------- ----------
Total Cash and cash equivalents 25,067 7,499
----------- ----------
Securities available for sale 149,908 136,538
Loans (net of unearned income of $5,142
and $5,357) 312,919 216,376
Less: Deferred loan fees (765) (661)
Allowance for possible loan losses (3,815) (2,490)
----------- -----------
Net loans 308,339 213,225
----------- -----------
Bank premises and equipment, Net 8,838 5,078
Other real estate owned 349 311
Intangible asset, Goodwill 11,324 -
Accrued interest and other assets 8,558 4,739
----------- -----------
Total assets $ 512,383 $ 367,390
=========== ===========
</TABLE>
Note: The balance sheet at December 31, 1996 has been derived from the audited
financial statements at that date but does not include all the information
and footnotes required by generally accepted accounting principles for
complete financial statements.
The accompanying notes are an integral part of these financial statements.
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
<CAPTION>
(In Thousands)
June 30, 1997 December 31, 1996
Unaudited (Note)
------------- -----------------
LIABILITIES & SHAREHOLDERS' EQUITY
Deposits:
<S> <C> <C>
Noninterest-bearing $ 35,227 $ 19,977
Interest-bearing 289,736 185,642
---------- ---------
Total deposits 324,963 205,619
---------- ---------
<CAPTION>
Short-term borrowings:
<S> <C> <C>
Federal funds purchased and
securities sold under agreements
to repurchase 19,420 35,823
Other borrowed funds 101,706 83,625
Accrued interest and other liabilities 4,857 3,457
---------- ---------
Total liabilities 450,946 328,524
---------- ---------
<CAPTION>
Shareholders' Equity
<S> <C> <C>
Common Stock, Par value $1.25 $ 5,212 $ 4,272
Authorized 20,000,000 shares
Issued 4,169,729 shares in 1997
3,417,358 shares in 1996
Additional Paid in Capital 55,941 30,404
Retained earnings 691 4,927
Unrealized gains on available-for-sale
securities, net 1,002 672
Less Treasury stock, At cost
47,509 Shares in 1997 and 1996 (1,409) (1,409)
---------- ---------
Total shareholders' equity 61,437 38,866
---------- ---------
Total liabilities and
shareholders' equity $ 512,383 $ 367,390
========== =========
</TABLE>
Note: The balance sheet at December 31, 1996 has been derived from the audited
financial statements at that date but does not include all the information
and footnotes required by generally accepted accounting principles for
complete financial statements.
The accompanying notes are an integral part of these financial statements.
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<CAPTION>
(In Thousands)
For the Three Months For the Six Months
Ended June 30 Ended June 30
----------------------- ---------------------
1997 1996 1997 1996
Interest and Dividend Income:
<S> <C> <C> <C> <C>
Interest and fees on loans $4,939 $4,801 $ 9,810 $ 9,543
Interest on deposits in banks 40 7 53 18
Income from available for sale securities
Taxable 1,258 1,352 2,591 2,643
Tax Exempt 670 458 1,309 868
Dividends 181 122 363 222
------ ------ ------- -------
Total interest and dividend income 7,088 6,740 14,126 13,294
------ ------ ------- -------
Interest Expense:
Interest on deposits 2,121 2,043 4,273 4,069
Interest on short-term borrowings 51 398 324 625
Interest on other borrowed funds 1,444 960 2,647 1,999
------ ------ ------- -------
Total interest expense 3,616 3,401 7,244 6,693
------ ------ ------- -------
Net interest income 3,472 3,339 6,882 6,601
Provision for possible loan losses 425 75 575 150
------ ------ ------- -------
Net interest income,
after provision for
possible loan losses $3,047 $3,264 6,307 6,451
</TABLE>
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(Continued)
<CAPTION>
(In Thousands)
For the Three Months For the Six Months
Ended June 30 Ended June 30
------------------------- -----------------------
1997 1996 1997 1996
Other Operating Income:
<S> <C> <C> <C> <C>
Service charges on deposit accounts $ 232 $ 126 $ 340 $ 248
Trust income 75 69 216 139
Other income 141 154 220 271
Net security gains 659 - 868 -
Income from insurance subsidiary 23 65 66 116
-------- ------- -------- --------
Total other operating income 1,130 414 1,710 774
-------- ------- -------- --------
Other Operating Expense:
Salaries and employee benefits 942 857 1,850 1,702
Net occupancy expense 111 100 218 218
Furniture and equipment expenses 126 99 260 208
Other expenses 546 468 949 873
Expenses of insurance subsidiary 32 45 39 65
-------- ------- -------- --------
Total other operating expense 1,757 1,569 3,316 3,066
-------- ------- -------- --------
Income before income tax provision 2,420 2,109 4,701 4,159
Income tax provision 585 566 1,063 1,111
-------- ------- -------- --------
Net income $ 1,835 $ 1,543 $ 3,638 $ 3,048
======== ======= ======== ========
PER SHARE DATA
Net Income $ 0.52 $ 0.44 $ 1.03 $ 0.87
Dividends Paid $ 0.27 $ 0.22 $ 0.52 $ 0.42
Weighted average number of
shares outstanding 3,552,228 3,522,918 3,551,409 3,522,498
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<CAPTION>
(In Thousands)
Six Months Ended
June 30
-----------------------
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,638 $ 3,048
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for possible loan losses 575 150
Provision for depreciation 233 191
Net security gains ( 868) -
Gain on sale of bank premises ( 83) -
(Increase) in accrued interest and
other assets ( 2,647) ( 2,566)
Increase in accrued interest and
other liabilities 705 113
------- -------
Net cash provided by operating activities 1,553 936
------- -------
Cash flows from investing activities:
Proceeds from sales of available-for-sale securities 1,835 -
Proceeds from maturities of available-for-sale
securities 5,419 10,865
Purchases of available-for-sale securities ( 3,471) (25,930)
Net (increase) decrease in loans 2,506 (10,090)
Proceeds from sale of bank premises 266 -
Capital expenditures ( 830) ( 534)
------- --------
Net cash provided by (used in) investing
activities 5,725 (25,689)
------- --------
Cash flows from financing activities:
Net increase in deposit accounts 5,310 11,539
Net increase (decrease) in short-term borrowings (17,503) 22,420
Proceeds from other borrowed funds 20,000 7,500
Repayments of other borrowed funds ( 2,000) (14,165)
Cash dividends paid ( 1,848) ( 1.484)
Proceeds from sale of stock for employee
benefits program 388 37
Cash and cash equivalents received from
issuance of stock related to acquisition
of Bucktail Bank and Trust Company 6,093 -
Offering costs paid ( 150) -
------- -------
Net cash provided by financing activities 10,290 25,847
------- -------
Net increase in cash and cash equivalents 17,568 1,094
Cash and cash equivalents at beginning of period 7,499 6,471
------- -------
Cash and cash equivalents at end of period $25,067 $ 7,565
======= =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (CON'T)
(UNAUDITED)
<CAPTION>
(In Thousands)
Supplemental disclosure of cash flow information:
<S> <C> <C>
Cash paid during the period for:
Interest paid $ 6,895 $ 6,532
Income taxes paid 1,275 1,200
<CAPTION>
Supplemental schedule of noncash investing
and financing activities (in thousands):
On June 30, 1997, SUN acquired all of the capital
stock of Bucktail Bank and Trust Company in
exchange for shares of SUN's common stock
valued at $20,213,000. In conjunction with
the acquisition, liabilities were assumed
as follows:
<S> <C>
Cash and cash equivalents acquired $ 6,093
Fair value of other assets acquired 130,030
--------
136,123
Value of stock issued by SUN, net of
offering costs ( 20,063)
--------
Liabilities assumed $116,060
========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
SUN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 -- Basis of Presentation
The consolidated financial statements include the accounts of SUN BANCORP,
INC. ("SUN") and subsidiaries, Sun Bank and the Pennsylvania SUN Life Insurance
Company. SUN is a limited partner to two partnerships which were formed for the
purpose of building, owning and operating affordable elderly apartment complexes
in SUN's market area. All material intercompany balances and transactions have
been eliminated in consolidation.
The accompanying unaudited consolidated financial statements for the
interim periods do not include all of the information and footnotes required
by generally accepted accounting principles. However, in the opinion of
management, all adjustments necessary for a fair presentation of the results
of the interim period have been included. Operating results for the three-
and six-month periods ended June 30, 1997 are not necessarily indicative of
the results that may be expected for the year ending December 31, 1997.
The accounting policies followed in the presentation of interim financial
results are the same as those followed on an annual basis. These policies are
presented on pages 10 and 11 of the 1996 Annual Report to Shareholders.
Note 2 -- Purchase of Bucktail Bank and Trust Company
On June 30, 1997, SUN acquired Bucktail Bank and Trust Company ("Bucktail")
from FNB Corporation, a multi-bank holding company headquartered in Hermitage,
Pennsylvania. Concurrently, Bucktail was merged into Sun Bank. The acquistion,
which has been accounted for as a purchase, resulted in the issuance of 565,384
shares of SUN common stock pursuant to a private placement in exchange for all
of the outstanding shares of Bucktail held by FNB. Based on the market price of
SUN's common stock as of June 30, 1997, the total cost of the acquisition was
$20,063,000.
The pro forma combined operating results provided in the table below are
presented as if the acquisition had been effective on January 1, 1996. The
pro forma results include adjustments for the amortization of goodwill and other
charges in depreciation expense, interest expense and interest income which
result from accounting for the purchase of Bucktail's assets and assumption of
Bucktail's liabilities at their fair market values. In addition, overhead
charges of $375,000 for each of the six-month periods ended June 30, 1997 and
1996 have been eliminated from the combined historical results of operations
based on the excess of historical overhead charges made by the former parent
company over the anticipated costs of providing these services under SUN's
present organization.
<TABLE>
<CAPTION>
(In Thousands, except Six Months ended June 30
net income per share) 1997 1996
---- ----
<S> <C> <C>
Net interest income $ 9,814 $ 9,360
Net income $ 4,338 $ 3,706
Net income per common share $ 1.05 $ 0.91
<PAGE>
SUN BANCORP, INC.
FOR 10-Q
PART I
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following is management's discussion and analysis of the significant
changes in the results of operations, capital resources and liquidity presented
in its accompanying consolidated financial statements for SUN Bancorp, Inc., a
bank holding company ("SUN"), and its wholly-owned subsidiary, Sun
Bank ("Sun Bank"). SUN's consolidated financial condition and results
operations consist almost entirely of the bank's financial condition and results
of operations. This discussion should be read in conjunction with the 1996
Annual Report. Current performance does not quarantee, assure or may be
indicative of similar performance in the future.
SUN BANCORP, INC. ("SUN") achieved record profits through June 30, 1997
as net income reached $3,638,000. Net income increased by $590,000 or 19.4%
from $3,048,000 at June 30, 1997. Earnings per share rose to $1.03 for the
first six months of 1997 or a 18.4% increase from $0.87 for the same period
in 1996. SUN achieved a 1.96% return on average assets and a 18.35% return
on average equity. For the six months ended June 30, 1996, these ratios were
1.82% and 16.89%, respectively.
The primary source of income for SUN is net interest income, which is the
difference between interest and fees on earning assets and interest expense on
deposits and other borrowed funds. Several factors affect net interest income
including fluctuations in interest rates and changes in the asset and liability
balances. SUN's net interest income increased by $281,000 or 4.26% to
$6,882,000 for the first six months of 1997 compared to $6,601,000 for the same
period of 1996. SUN's second quarter earnings were $1,835,000 which represented
an increase of $292,000 or 18.9% over the same period in 1996. Earnings per
share for the three months ended June 30, 1997 and 1996 were $0.52 and $0.44,
which was increase of 18.2%. The provision for possible loan losses increased
$425,000 to $575,000 at June 30, 1997 from $150,000 in 1996. This increase in
the provision was a direct result of management's desire to maintain the
allowance for possible loan losses in excess of 1% of total loans. During the
first six months of 1997, net loan charge-offs totaled $543,000. These loans
consisted mainly of personal installment loans. SUN has reviewed some of its
credit policies and procedures to ensure that adequate measures are taken on
all new loans.
Total other operating income, excluding net security gains, increased from
$68,000 or 8.8%. The security gains of $868,000 were the result of the sales of
equity securities. At June 30, 1997, SUN had an unrealized gain of $1,400,000
in its' equity security portfolio. Service charges on demand deposit accounts
increased by $92,000 or 37.1% due in part to a general increase in deposit
account related fees. Trust income rose 55.4% to $216,000 from $139,000 in
1996. Income from insurance premiums decreased by $50,000 or 43.1% to $66,000
in 1997 from $116,000.
Total other operating expense rose $250,000 or 8.2% to $3,316,000 in 1997
from $3,066,000. Increases occurred in salaries and the furniture and
equipment expenses totaling $200,000. These increases were due to increased
staffing and expenses related to expanding and relocating the Northumberland
and Shamokin Dam branch operations and additional expenses related to the
acquisition and conversion of Bucktail Bank and Trust Company.
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART 1
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
As of June 30, 1997, SUN acquired Bucktail Bank and Trust Company
("Bucktail") and merged Bucktail with, into and under the charter of Sun Bank.
This acquisition was accounted for using the purchase method of accounting.
The following schedule provides a summary of SUN and Bucktail on a consolidated
basis:
</TABLE>
<TABLE>
<CAPTION>
SUN Bucktail Total
(excluding Bank and SUN
(In Thousands) Bucktail) Trust Co. Combined
------------ --------- --------
<S> <C> <C> <C>
Cash and deposits in banks $ 18,974 $ 6,093 $ 25,067
Securities available for sale 134,123 15,785 149,908
Net loans 210,144 98,195 308,339
Bank premises and equipment, net 5,492 3,346 8,838
Intangible asset, Goodwill - 11,324 11,324
Accrued interest and other assets 7,527 1,380 8,907
-------- -------- --------
Total assets $376,260 $136,123 $512,383
======== ======== ========
<S> <C> <C> <C>
Total deposits $210,929 $114,034 $324,963
Short-term borrowings 18,320 1,100 19,420
Other borrowed funds 101,625 81 101,706
Accrued interest and other
liabilities 4,012 845 4,857
-------- -------- --------
Total liabilities $334,886 $116,060 $450,946
Shareholders' equity 41,374 20,063 61,437
-------- -------- --------
Total liabilities and
shareholders' equity $376,260 $136,123 $512,383
======== ======== ========
Total assets, excluding the effects of the Bucktail, acquisition were
$376,260,00 at June 30, 1997, compared to $347,079,000 as of December 31, 1996,
an increase of $8,870,000 or 2.4%. The following discussion of significant
changes in June 30, 1997 balances, in comparison to December 31, 1996, excludes
the effect of the Bucktail purchase, which as described above.
Cash and interest-bearing deposits in banks increased $11,475,000 over the
balance at December 31, 1996 in part because of short-term bank deposits of
funds received from increased Treasury Tax and Loan borrowings. Also, an
increase in deposits of $5,310,000, accompanied by decreases in net loans and
available-for-sale securities totaling $5,496,000, contributed to the relatively
high cash position as of June 30, 1997. Bank premises and equipment, net,
increased $414,000, as a result of construction and renovation costs related
to the new Northumberland and Shamokin Dam branches, and renovations to the
administrative facilities in Selinsgrove, partially reduced by depreciation
expense and by the sale of the former Shamokin Dam facility. Accrued interest
and other assets increased $2,788,000, primarily because of accounts receivable
as of June 30, 1997 of approximately $1,030,000 from sales of securities in late
June 1997, and because investments in real estate limited partnerships increased
approximately $600,000.
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
CAPITAL ADEQUACY
Management believes capital is being maintained at adequate levels. SUN
paid a cash dividend of $.27 per share to its stockholders on June 6, 1997.
SUN's stock is traded publicly on the NASDAQ national market system under the
symbol SUBI. SUN's strong capital position is evidenced by the following
capital ratios which are well above the regulatory minimum levels.
</TABLE>
<TABLE>
<CAPTION>
For Capital
Actual Ratio Adequacy Purposes
<S> <C> <C> <C>
As of June 30, 1997
Total Capital
(to Risk Weighted Assets) 52,908 17.4% 8.0%
Tier I Capital
(to Risk Weighted Assets) 49,111 16.2% 4.0%
Tier I Capital
(to Average Assets) 49,111 13.3% 4.0%
As of December 31, 1996
Total Capital
(to Risk Weighted Assets) 40,684 18.4% 8.0%
Tier I Capital
(to Risk Weighted Assets) 38,194 17.3% 4.0%
Tier I Capital
(to Average Assets) 38,194 11.1% 4.0%
REGULATORY ACTIVITY
From time to time, various types of federal and state legislation have been
proposed that could result in additional regulation of, and restrictions on,
the business of SUN and Sun Bank. It cannot be predicted whether such legis-
lation will be adopted or, if adopted, how such legislation would affect the
business of SUN and Sun Bank. As a consequence of the extensive regulation of
commercial banking activities in the United States, SUN's and Sun Bank's
business is particularly susceptible to being affected by federal legislation
and regulations that may increase the cost of doing business. Except as
described above, Management believes that the affect of the provisions of
legislation on the liquidity, capital resources and results of operations of
SUN will be immaterial. Management is not aware of any other current specific
recommendations by regulatory authorities or proposed legislation, which if
implemented, would have a material adverse effect upon the liquidity, capital
reserves or results of operations, although the general cost of compliance with
numerous and multiple federal and state laws and regulations does have, and in
the future may have, a negative impact on SUN's results or operations.
Further, the business of SUN is also affected by the state of the financial
services industry in general. As a result of legal and industry changes,
Management predicts that the industry will continue to experience an increase in
consolidations and mergers as the finanacial services industry strives for
greater cost efficiencies and market share. Management also expects increased
diversification of financial products and services offered by Sun Bank and its
competitors. Management believes that such consolidations and mergers, and
diversificaton of products and services may enhance its competitive position
as a community bank.
</TABLE>
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART II
Items 1, 2, 3, and 4 -- Omitted pursuant to instructions to Part II
Item 5 -- Other information
On August 4, 1997, the Board of Directors authorized an increase in the
quarterly dividend payment to $0.28 per share payable September 12, 1997 to
to shareholders of record August 29, 1997.
Item 6 -- Exhibits and Reports on Form 8-K
a. No reports on Form 8-K were filed for the quarter ending June 30
1997.
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART II
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.
SUN BANCORP, INC.
Date 8/14/97 /s/ Fred W. Kelly, Jr.
------- -----------------------
Fred W. Kelly, Jr.
Chief Executive Officer
(Principal Executive Officer)
/s/ Jeffrey E. Hoyt
----------------------
Jeffrey E. Hoyt
Exec. Vice President, Chief Operating Officer
and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
SUN BANCORP, INC.
P.O. Box 57
Selinsgrove, PA 17870
(717)374-1131
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 15028
<INT-BEARING-DEPOSITS> 10039
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 149908
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 312154
<ALLOWANCE> 3815
<TOTAL-ASSETS> 512383
<DEPOSITS> 324963
<SHORT-TERM> 19420
<LIABILITIES-OTHER> 4857
<LONG-TERM> 101706
<COMMON> 5212
0
0
<OTHER-SE> 56225
<TOTAL-LIABILITIES-AND-EQUITY> 512383
<INTEREST-LOAN> 9810
<INTEREST-INVEST> 4263
<INTEREST-OTHER> 53
<INTEREST-TOTAL> 14126
<INTEREST-DEPOSIT> 4273
<INTEREST-EXPENSE> 7244
<INTEREST-INCOME-NET> 6882
<LOAN-LOSSES> 575
<SECURITIES-GAINS> 868
<EXPENSE-OTHER> 3316
<INCOME-PRETAX> 4701
<INCOME-PRE-EXTRAORDINARY> 4701
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3638
<EPS-PRIMARY> 1.03
<EPS-DILUTED> 1.03
<YIELD-ACTUAL> 4.27
<LOANS-NON> 1233
<LOANS-PAST> 2951
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3815
<CHARGE-OFFS> 627
<RECOVERIES> 84
<ALLOWANCE-CLOSE> 3815
<ALLOWANCE-DOMESTIC> 3815
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1477
</TABLE>
