UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1995
Commission File Number 0-12154
THE PEOPLES HOLDING COMPANY
-------------------------------------------------------
(Exact name of the registrant as specified in its charter)
MISSISSIPPI 64-0676974
------------------------ --------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
209 Troy Street, P. O. Box 709, Tupelo, Mississippi 38801
----------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number including area code 601-680-1001
Indicate by check 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, 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 to the latest practicable date.
Common stock, $5 Par Value, 2,604,760 shares outstanding
as of July 12, 1995
<PAGE>
THE PEOPLES HOLDING COMPANY
INDEX
PART 1. FINANCIAL INFORMATION PAGE
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets -
June 30, 1995 and December 31, 1994...............3
Consolidated Statements of Income - Six Months
Ended June 30, 1995 and 1994......................5
Consolidated Statements of Income - Three Months
Ended June 30, 1995 and 1994......................7
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1995 and 1994...........9
Notes to Consolidated Financial Statements............11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..............13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................17
Item 4. Submission of matters to a vote of shareholders...17
Item 6.(b) Reports on Form 8-K.............................17
Signatures.................................................18
<PAGE>
THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
[CAPTION]
JUNE 30 DECEMBER 31
1995 1994
____________ ___________
(Unaudited) (Note 1)
[S] [C] [C]
Assets
Cash and due from banks $ 42,999,491 $ 45,123,177
Federal Funds Sold 10,000,000 150,000
----------- -----------
52,999,491 45,273,177
Interest bearing balances with banks 3,059,744 188,549
Securities (Market value-
$212,421,901 and $212,169,487 at
June 30, 1995 and December 31, 1994) 211,628,435 212,994,410
Loans 538,092,405 511,212,203
Unearned Income ( 13,046,637) ( 12,010,336)
Allowance for loan losses ( 8,757,376) ( 8,182,801)
----------- -----------
Net Loans 516,288,392 491,019,066
Premises and equipment 17,375,725 16,780,966
Other assets 20,791,579 20,810,320
___________ ___________
Total Assets $ 822,143,366 $ 787,066,488
=========== ===========
Liabilities and Shareholder's Equity
Liabilities
Deposits:
Non-interest bearing $ 115,865,813 $ 118,711,872
Interest bearing 608,173,027 577,567,837
----------- -----------
Total Deposits 724,038,840 696,279,709
Treasury tax and loan note account 3,488,454 3,115,183
Notes and debentures payable 4,121,789 4,650,488
Other liabilities 9,719,733 9,287,227
----------- -----------
Total Liabilities 741,368,816 713,332,607
Shareholders' Equity
Common Stock, $5 par value-
7,500,000 shares authorized
2,604,760 shares issued and
outstanding at June 30, 1995
and December 31, 1994, respectively 13,023,800 13,023,800
Capital surplus 39,875,796 29,875,796
Unrealized gains (losses) on
securities, net of tax 391,552 (3,529,765)
Retained earnings 27,483,402 34,364,050
----------- -----------
Total Shareholders' Equity 80,774,550 73,733,881
----------- -----------
Total Liabilities and
Shareholders' Equity $ 822,143,366 $ 787,066,488
=========== ===========
See Notes to Consolidated Financial Statements
<PAGE>
THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
[CAPTION]
SIX MONTHS ENDED JUNE 30
1995 1994
---- ----
(Unaudited)
[S] [C] [C]
Interest Income
Loans $ 23,871,950 $ 18,611,848
Balances with banks 79,955 94,235
Federal funds sold 332,421 298,346
Securities:
Taxable 4,812,589 4,934,797
Tax-exempt 1,360,694 1,285,810
---------- ----------
Total interest income 30,457,609 25,225,036
Interest Expense
Time deposits of
$100,000 or more 1,538,489 870,035
Other deposits 10,188,548 8,025,212
Borrowed funds 197,511 150,135
---------- ----------
Total interest expense 11,924,548 9,045,382
---------- ----------
Net interest income 18,533,061 16,179,654
Provision for loan losses 1,200,000 1,000,457
---------- ----------
Net interest income after
provision for loan losses 17,333,061 15,179,197
Non-interest income
Service charges on deposit accounts 3,055,878 2,749,478
Fees and commissions 716,796 845,352
Trust department 261,000 228,840
Security gains(losses) (413,963) 115,603
Other 803,587 987,055
---------- ----------
Total non-interest income 4,423,298 4,926,328
Non-interest expenses
Salaries and employee benefits 8,852,422 8,012,060
Net occupancy 1,113,268 1,037,754
Equipment 643,989 575,233
Other 4,900,379 5,390,936
---------- ----------
Total non-interest expenses 15,510,058 15,015,983
----------- -----------
Income before income taxes 6,246,301 5,089,542
Income taxes 1,818,055 961,187
---------- ----------
Net income $ 4,428,246 $ 4,128,355
========== ==========
[CAPTION]
1995 1994
---- ----
[S] [C] [C]
Earnings per share:
Weighted average shares outstanding 2,604,760 2,604,760
========= =========
Net income $ 4,428,246 $ 4,128,355
========= =========
Earnings per share $ 1.70 $ 1.58
==== ====
Cash dividends per share $ .48 $ .44
==== ====
Cash dividends per share is based on actual amounts declared.
See Notes to Consolidated Financial Statements.
<PAGE>
THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
[CAPTION]
THREE MONTHS ENDED JUNE 30
1995 1994
---- ----
(Unaudited)
[S] [C] [C]
Interest Income
Loans $ 12,329,842 $ 9,725,418
Balances with banks 53,752 71,259
Federal funds sold 197,150 114,256
Securities:
Taxable 2,478,568 2,557,634
Tax-exempt 685,794 644,977
---------- ----------
Total interest income 15,745,106 13,113,544
Interest Expense
Time deposits of
$100,000 or more 833,117 337,125
Other deposits 5,391,431 4,232,129
Borrowings 93,856 80,090
---------- ----------
Total interest expense 6,318,404 4,649,344
---------- ----------
Net interest income 9,426,702 8,464,200
Provision for loan losses 600,000 500,228
---------- ----------
Net interest income after
provision for loan losses 8,826,702 7,963,972
Non-interest income
Service charges on deposit accounts 1,573,039 1,404,442
Fees and commissions 381,352 187,644
Trust department 130,500 114,420
Net security gains(losses) (39,540) 63,034
Other 346,356 655,606
---------- ----------
Total non-interest income 2,391,707 2,425,146
Non-interest expenses
Salaries and employee benefits 4,582,643 4,081,380
Net occupancy 586,371 524,710
Equipment 306,269 293,979
Other 2,143,033 2,824,562
---------- ----------
Total non-interest expenses 7,618,316 7,724,631
----------- -----------
Income before income taxes 3,600,093 2,664,487
Income taxes 1,059,954 536,084
---------- ----------
Net income $ 2,540,139 $ 2,128,403
========== ==========
[CAPTION]
1995 1994
---- ----
[S] [C] [C]
Earnings per share:
Weighted average shares outstanding 2,604,760 2,604,760
========= =========
Net income $ 2,540,139 $ 2,128,403
========= =========
Earnings per share amount $ .98 $ .82
==== ====
Cash dividends per share $ .24 $ .22
==== ====
Cash dividends per share is based on actual amounts declared.
See Notes to Consolidated Financial Statements.
<PAGE>
THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
[CAPTION]
SIX MONTHS ENDED JUNE 30
1995 1994
---- ----
(Unaudited)
[S] [C] [C]
Operating Activities
Net Income $ 4,428,246 $ 4,128,355
Adjustments to reconcile net
income to net cash provided
by operating activities:
Provision for loan losses 1,200,000 1,000,457
Provision for depreciation and
amortization 920,307 1,000,984
Net amortization (accretion) of
securities premiums/discounts 2,476,678 795,971
Loss(gain) on sales/calls of securities 441,542 (2,791)
Increase (decrease) in other liabilities 432,506 (1,046,922)
Deferred income tax (656,907) (360,940)
Loss (gain) on sales of
premises and equipment 27,069 (1,347)
Increase in other assets (1,224,018) (2,466,767)
------------ ------------
Net Cash Provided by Operating
Activities 8,045,423 3,047,000
Investing Activities
Net increase in balances with
other banks (2,871,195) (482,801)
Proceeds from maturities/calls of
securities held-to-maturity 654,042 1,062,199
Proceeds from maturities/calls of
securities available-for-sale 30,604,300 39,784,414
Proceeds from sales of
securities available-for-sale 23,883,732 4,301,294
Purchases of securities
held-to-maturity (2,990,000) (3,133,588)
Purchases of securities
available-for-sale (47,762,930) (53,978,633)
Net increase in loans (26,873,029) (29,641,820)
Proceeds from sale of premises
and equipment 169,252 2,505
Purchases of premises and equipment (1,428,090) (1,745,000)
----------- ----------
Net Cash Used in Investing
Activities (26,613,918) (43,831,430)
[CAPTION]
1995 1994
---- ----
[S] [C] [C]
Financing Activities
Net increase (decrease) in
demand and savings deposits (13,621,942) 21,903,303
Net increase in time deposits 41,381,073 18,351,488
Net increase (decrease) in
short-term borrowed funds 373,271 (874,393)
Increase (decrease) in long-term debt (528,699) 4,708,946
Cash dividends paid (1,308,894) (1,136,380)
------------ -----------
Net Cash Provided by Financing
Activities 26,294,809 42,952,964
------------ -----------
Increase in Cash
and Cash Equivalents 7,726,314 2,168,534
Cash and Cash Equivalents at
beginning of period 45,273,177 44,258,382
----------- -----------
Cash and Cash Equivalents at
end of period $ 52,999,491 $ 46,426,916
=========== ===========
Non-cash transactions:
Transfer of loans to other real
estate $ 403,703 $ 519,792
=========== ===========
See Notes to Consolidated Financial Statements
<PAGE>
THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1995
Note 1 Basis of Presentation
The consolidated balance sheet at December 31, 1994, has been derived from
the audited financial statements at that date. The accompanying unaudited
consolidated financial statements reflect all adjustments (consisting only
of normally recurring accruals) which are, in the opinion of management,
necessary to a fair statement of the results for the interim periods
presented. The statements should be read in conjunction with the summary
of accounting policies and notes to financial statements included in the
Registrant's annual report for the year ended December 31, 1994. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted in accordance with the rules of the Securities
and Exchange Commission.
Note 2 Changes in Accounting Methods
Effective January 1, 1995, the Company adopted Financial Accounting
Standards Board (FASB) Statement No. 114, "Accounting by Creditors for
Impairment of a Loan" and FASB Statement No. 118, "Accounting by Creditors
for Impairment of a Loan-Income Recognition and Disclosures." Under the
new standards, the allowance for credit losses related to loans that are
identified as impaired are based on discounted cash flows using the loan's
initial effective interest rate or the fair value of the collateral for
certain collateral dependent loans. The adoption of the new rules has
resulted in an immaterial effect on the Company's financial condition and
results of operations.
Note 3 Securities
Securities consist of the following:
[CAPTION]
June 30, 1995 December 31, 1994
--------------------- -----------------------
Amortized Estimated Amortized Estimated
Cost Market Value Cost Market Value
----------- ----------- ----------- ------------
[S] [C] [C] [C] [C]
Available-for-sale $163,573,396 $164,166,657 $172,586,341 $167,238,212
Held-to-maturity 47,461,778 48,255,244 45,756,198 44,931,275
<PAGE>
Note 4 Income Taxes
Federal and state income taxes payable (receivable) as of June 30, 1995,
were as follows:
[S] [C]
Current $ 706,158
Deferred (2,497,065)
-----------
$ (1,790,907)
===========
The components of income tax expense (credits) for the six months ended
June 30, 1995, are presented below:
[S] [C]
Current $ 1,425,893
Deferred 392,162
---------
$ 1,818,055
=========
The reconciliation of income tax attributable to continuing operations
computed at the United States federal statutory tax rates to income tax
expense is:
[S] [C]
Tax at United States statutory rate $ 2,123,742
Add (deduct) effect of:
Tax-exempt interest income ( 644,219)
State of Mississippi, net of federal tax benefit 312,312
Amortization of intangible assets 26,646
Dividends received deduction ( 37,082)
Other items-net 36,656
-----------
$ 1,818,055
===========
Deferred tax assets and liabilities result largely from temporary
differences arising from loan loss provision and effect of SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities."
Historically, the Company has produced taxable income which can fully
utilize the deferred tax asset.
<PAGE>
THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Financial Condition
Total assets of The Peoples Holding Company grew from $787,066,488 on
December 31, 1994, to $822,143,366 on June 30, 1995, or 4.46% for the six
month period. Loans, less unearned income, increased $25,843,901 or 5.18%.
Securities decreased from $212,994,410 on December 31, 1994, to
$211,628,435 on June 30, 1995, due to management's decision to fund
increased loan demands.
Total deposits for the first six months of 1995 grew from $696,279,709 on
December 31, 1994 to $724,038,840 on June 30, 1995, or an increase of
3.99%, with the majority of growth in certificates of deposit.
The equity capital to total assets ratio was 9.82% and 9.37% for June 30,
1995 and December 31, 1994, respectively.
Results of Operations
The Company's net income for the six months ending June 30, 1995 was
$4,428,246 compared to $4,128,355 for the same period in 1994. The increase
in net income for 1995 compared to 1994 is primarily due to the net effect
of security losses incurred based on management's decision to reinvest
funds in securities which will yield a higher rate of return for the
remainder of 1995 and the reversal of an accrual regarding litigation
previously expensed by the Company in 1991. The Company's net income for
the quarter ending June 30, 1995 and 1994 was $2,540,139 and $2,128,403,
respectively. The annualized returns on average assets for the period
ending June 30, 1995 and 1994 were 1.11% and 1.06%, respectively. The
annualized returns on average assets for the quarter ending June 30, 1995
and 1994 were 1.25% and 1.09%, respectively.
Net interest income, the difference between interest earned on assets and
the cost of interest-bearing liabilities, is the largest component of the
Company's net income. For purposes of this discussion, all interest income
has been adjusted to a fully taxable equivalent basis. The primary items
of concern in managing net interest income are the mix and maturity balance
between interest-sensitive assets and related liabilities. Net interest
income was $18,533,061 and $16,179,654 for the six months ending June 30,
1995 and 1994, respectively. Net interest income was $9,426,702 for the
three months ended June 30, 1995, compared to $8,464,200 for the same
period in 1994. Earning assets averaged $741.5 million in the second
quarter of 1995 and $734.8 million for the first six months of 1995,
compared to $716.7 million and $705.3 for the same period in 1994. The net
interest margin was 5.23% for the six months and quarter ending June 30,
1995, compare to 4.77% and 4.66% for the same period in 1994.
The provision for credit losses charged to operating expense is an amount
which, in the judgement of management, is necessary to maintain the
allowance for credit losses at a level that is adequate to meet the present
and potential risks of losses on the Company's current portfolio of loans.
The appropriate level of the allowance is based on a quarterly analysis of
the loan portfolio including consideration of such factors as the risk
rating of individual credits, size and diversity of the portfolio, economic
conditions, prior loss experience, and the results of periodic credit
reviews by internal loan review, regulators, and the Company's independent
accounting firm. The provision for credit losses totalled $1,200,000 and
$1,000,457 for the six months ending June 30, 1995 and 1994, respectively.
The allowance for credit losses as a percent of net loans outstanding was
1.67% and 1.63% at June 30, 1995 and 1994, respectively. Net charge-offs
to average loans remain below .05% for both years.
Non-interest income, excluding security gains and losses was $4,837,261 for
six months ended June 30, 1995 compared to $4,810,725 for same period in
1994, or an increase of $26,536. Service charges were up $306,400, fees
and commissions were down $128,556, and other income was down $183,468.
Other income in 1994 included $165,388 in life insurance proceeds the
Company received as a beneficiary of a life insurance policy. Non-interest
income for the quarter ended June 30, 1995 and 1994 was $2,391,707 and
$2,425,146, respectively. The change in the accounts for the quarter,
correspond to the same percentage change in the six months ending for 1995
and 1994.
Non-interest expenses were $15,510,058 for six months ended June 30, 1995
compared to $15,015,983 for 1994, or an increase of 3.3%. The non-interest
expenses for the three months ended June 30, 1995 and 1994 were $7,618,316
and $7,724,631, respectively. The components of other expenses reflect
normal increases for personnel related expenses and general inflation in
the cost of services and supplies purchased by the Company.
Income tax expense was $1,818,055 for six months ended June 30, 1995
compared to $961,187 for same period in 1994. The Company continues to
invest in assets whose earnings are given favorable tax treatment; and in
first quarter of 1994, the Company was the beneficiary of a life insurance
policy of a key executive, that was given favorable tax treatment.
Effective in the first quarter of 1995, the Company began to incur taxes
to the State of Mississippi due to the extinguishment of a net operating
loss carryforward for state taxes.
Liquidity Risk
Liquidity management is the ability to meet the cash flow requirements of
customers who may be either depositors wishing to withdraw funds or
borrowers needing assurance that sufficient funds will be available to meet
their credit needs.
Core deposits are a major source of funds used to meet cash flow needs.
Maintaining the ability to acquire these funds as needed in a variety of
money markets is the key to assuring liquidity. The Company has worked
toward lowering its dependence on other public funds. This has added more
stability to the Company's core deposit base reducing the dependence on
highly liquid assets.
Approximately 91% of the Company's deposits are composed of accounts with
balances less than $100,000. When evaluating the movement of these funds
even during large interest rate changes, it is apparent that the Company
continues to attract deposits that can be used to meet cash flow needs.
Other sources available for meeting the Company's liquidity needs include
the securities portfolio. The portfolio is composed of securities with a
readily available market that can be used to convert to cash if the need
arises. In addition the Company maintains a federal funds position that
provides day-to-day funds to meet liquidity needs.
Repayments and maturities of loans provide a substantial source of
liquidity. The Company has approximately 69% of the loans maturing within
the next twelve months.
Capital Resources
The Company is required to comply with the risk-based capital requirements
of the Federal Reserve Board, the FDIC and the OCC. These requirements
apply a variety of weighing factors which vary according to the level of
risk associated with the particular assets. The Company met the guidelines
for a well capitalized bank as of June 30, 1995, and December 31, 1994.
The table below shows the capital ratios of the Company at the dates
indicated:
[CAPTION]
June 30 December 31 Well-
1995 1994 Capitalized
--------- ----------- -----------
[S] [C] [C] [C]
Tier 1 Risk-Based Capital 14.72% 14.86% 6% or above
Total Risk-Based Capital 15.97% 16.12% 10% or above
Leverage Ratio 9.42% 9.22% 5% or above
Retained earnings through operations have been the primary source of
capital over the past three months. The ratio of shareholders' equity to
total assets was 9.82% as of June 30, 1995, compared to 9.37% as of
December 31, 1994. Total shareholders' equity of the Company was
$80,774,550 and $73,733,881 for June 30, 1995 and December 31, 1994,
respectively. This represented an increase of $7,040,669 or 9.55%.
Management recognizes the importance of maintaining a strong capital base.
As the above ratios indicate, the Company exceeds the requirements for a
well capitalized bank.
Book value per share was $31.01 and $28.31 at June 30, 1995 and December
31, 1994, respectively. Cash dividends paid during the quarter were $.24
per share compared to $.22 per share during the same quarter in 1994.
The Company's capital policy is to evaluate future needs based on growth,
earnings trends and anticipated acquisitions.
<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
There were no material proceedings pending at June 30
1995, against the registrant or its subsidiary.
Item 4. Submission of Matters to a Vote of Shareholders
The annual meeting of the shareholders of The Peoples
Holding Company was held on April 11, 1995, for the purpose
of electing five members to the board of directors for a
three year term, to approve a proposal to amend the articles
of incorporation to increase to 7,500,000 the authorized
shares of common stock of the Company and to ratify the
appointment of the independent auditors. Proxies for the
meeting were solicited pursuant to Section 14(a) of the
Securities Exchange Act of 1934.
[CAPTION]
Election of Directors For Against Abstain
[S] [C] [C] [C]
Dr. Walter L. Bourland 2,005,908 50,338 548,514
John W. Smith 2,017,548 38,698 548,514
Jimmy S. Threldkeld 2,017,720 38,526 548,514
Robert H. Weaver 2,017,720 38,526 548,514
J. Larry Young 2,017,720 38,526 548,514
Approve amendment of the
articles of incorporation
to increase the authorized
shares of common stock to
7,500,000 2,016,016 27,645 561,096
Ratify appointment of
Ernst & Young, LLP as
independent auditors
for 1995 2,046,548 5,840 552,372
Item 6(b) Reports on Form 8-K
There were was not a Form 8-K filed in the second quarter
of 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
THE PEOPLES HOLDING COMPANY
---------------------------
Registrant
DATE: July 20, 1995 /s/ John W. Smith
---------------------------
John W. Smith
President & Chief Executive Officer
<TABLE> <S> <C>
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 42999
<INT-BEARING-DEPOSITS> 3060
<FED-FUNDS-SOLD> 10000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 164167
<INVESTMENTS-CARRYING> 47462
<INVESTMENTS-MARKET> 48255
<LOANS> 525046
<ALLOWANCE> 8757
<TOTAL-ASSETS> 822143
<DEPOSITS> 724039
<SHORT-TERM> 3488
<LIABILITIES-OTHER> 9720
<LONG-TERM> 4122
<COMMON> 13024
0
0
<OTHER-SE> 67751
<TOTAL-LIABILITIES-AND-EQUITY> 822143
<INTEREST-LOAN> 23872
<INTEREST-INVEST> 6173
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<INTEREST-TOTAL> 30458
<INTEREST-DEPOSIT> 11727
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<INTEREST-INCOME-NET> 18533
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<EXPENSE-OTHER> 15510
<INCOME-PRETAX> 6246
<INCOME-PRE-EXTRAORDINARY> 6246
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<EPS-PRIMARY> 1.70
<EPS-DILUTED> 1.70
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<LOANS-PAST> 1242
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<ALLOWANCE-OPEN> 8183
<CHARGE-OFFS> 731
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<ALLOWANCE-CLOSE> 8757
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