<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2000 Commission file number 01-12292
UPBANCORP, INC.
---------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-3207297
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4753 N. BROADWAY, CHICAGO, ILLINOIS 60640 (773) 878-2000
- ----------------------------------------- --------------
(Address of principal executive offices)(zip code) (Registrant's telephone
number including area code)
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 for the
past 90 days. Yes X No
---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date: Eight hundred thirty seven
thousand three hundred eight (837,308) common shares were outstanding as of May
8, 2000.
<PAGE>
PART 1 - Financial Information
Item 1. Financial Statements
UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>
March 31,
2000 December 31,
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) (Unaudited) 1999
- ------------------------------------------------------------------- ---------------- -----------------
<S> <C> <C>
ASSETS
Cash and due from banks $15,757 $11,526
Federal funds sold 0 4,730
Securities available-for-sale 48,242 48,426
Mortgages held-for-sale 0 1,264
Loans (net of allowance for loan losses of
$3,299 and $3,114 in 2000 and 1999) 258,964 246,605
Premises and equipment, net 6,083 6,002
Other assets 5,997 6,224
---------------- -----------------
TOTAL ASSETS $335,043 $324,777
================ =================
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Demand deposits $68,104 $53,213
Savings, NOW and money market deposits 118,998 119,309
Other time deposits 101,384 97,633
---------------- -----------------
Total deposits 288,486 270,155
Borrowed funds 19,363 28,634
Note payable 1,000 0
Accrued interest and other liabilities 3,375 3,464
---------------- -----------------
TOTAL LIABILITIES 312,224 302,253
---------------- -----------------
SHAREHOLDERS' EQUITY
Common stock, $1 par value: 3,000,000 shares authorized:
1,000,000 issued in 1999 and 1998 1,000 1,000
Additional paid in capital 4,500 4,500
Retained earnings 21,402 20,954
Treasury stock - 162,692 shares in both periods (3,020) (3,020)
Accumulated other comprehensive income(loss), net of tax (1,063) (910)
---------------- -----------------
TOTAL SHAREHOLDERS' EQUITY 22,819 22,524
---------------- -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $335,043 $324,777
================ =================
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2
<PAGE>
UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) 2000 1999
- --------------------------------------------------------- ---- ----
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $5,666 $4,432
Interest on mortgages held-for-sale 0 25
Interest on federal funds sold 76 56
Interest and dividends on securities
Taxable 663 536
Non-taxable 98 76
------------- -------------
Total interest income 6,503 5,125
------------- -------------
INTEREST EXPENSE
Interest on savings, NOW and money market deposits 897 645
Interest on other time deposits 1,312 944
Interest on borrowed funds 307 223
------------- -------------
Total interest expense 2,516 1,812
------------- -------------
NET INTEREST INCOME 3,987 3,313
PROVISION FOR LOAN LOSSES 185 130
------------- -------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,802 3,183
------------- -------------
NONINTEREST INCOME
Service charges on deposit accounts 444 407
Mortgage banking fees 0 223
Other noninterest income 126 110
Net gains (losses) on sale of loans 10 3
Net gains (losses) on sale of securities 0 23
------------- -------------
Total noninterest income 580 766
------------- -------------
NONINTEREST EXPENSE
Salaries and employee benefits 2,058 1,846
Net occupancy expense 178 127
Equipment expense 219 196
Outside fees & services 210 214
Advertising & business development expenses 74 81
Supplies and postage expense 116 117
Data processing expense 235 257
Regulatory services/fees 37 28
Other operating expense 388 317
------------- -------------
Total noninterest expense 3,515 3,183
------------- -------------
INCOME BEFORE INCOME TAXES 867 766
Income taxes 310 270
------------- -------------
NET INCOME $557 $496
============= =============
BASIC EARNINGS PER SHARE $0.67 $0.57
============= =============
WEIGHTED AVERAGE SHARES OUTSTANDING 837,308 868,958
============= =============
CASH DIVIDENDS PAID $109 $113
============= =============
PAYOUT RATIO 19.57% 22.78%
============= =============
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE>
UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
(DOLLARS IN THOUSANDS) (UNAUDITED) 2000 1999
- --------------------------------------------------------------------------------- --------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $557 $496
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 185 130
Depreciation and amortization 315 287
Net (gain) loss on sale of securities 0 (23)
Net (gain) loss on sale of mortgage loans 0 (223)
Net (gain) loss on sale of other real estate owned 0 0
Change in deferred income taxes 413 226
Amortization (Accretion) on securities, net (65) (66)
Originations of mortgages held-for-sale (938) (13,019)
Proceeds from sales of mortgages held-for-sale 2,202 16,594
Changes in assets and liabilities:
(Increase) decrease in accrued interest receivable and other assets (108) 154
Increase (decrease) in accrued interest payable and other liabilities (89) (209)
--------------- ----------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 2,472 4,347
--------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in federal funds sold 4,730 8,425
Purchases of available-for-sale securities (3) (13,341)
Proceeds from maturities and redemptions of
available-for-sale securities 0 5,049
Proceeds from sale of available-for-sale securities 0 7,321
Proceeds from maturities and redemptions of
held-to-maturity securities 0 200
Net (increase) decrease in loans (12,544) (13,295)
Purchases of premises and equipment (375) (435)
Proceeds from sale of other real estate 0 0
--------------- ----------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (8,192) (6,076)
--------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in total deposits 18,331 (1,235)
Net increase (decrease) in borrowed funds (9,271) 6,277
Net increase (decrease) in note payable 1,000 0
Cash dividends paid (109) (113)
Purchase of treasury stock 0 (117)
--------------- ----------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 9,951 4,812
--------------- ----------------
Net increase (decrease) in cash and due from banks 4,231 3,083
Cash and due from banks at beginning of period 11,526 9,165
--------------- ----------------
Cash and due from banks at end of period $15,757 $12,248
=============== ================
Supplemental disclosure of cash flow information:
Cash payments for: Interest $2,421 $1,788
Income taxes 0 0
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE>
UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
<TABLE>
<CAPTION>
Accumulated
Additional Other
Common Paid In Retained Treasury Comprehensive
Stock Capital Earnings Stock Income Total
---------- ----------- ----------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 2000 $1,000 $4,500 $20,954 ($3,020) $(910) $22,524
----------
Comprehensive Income:
Net income for the three months
ended March 31, 2000 557 557
Unrealized gain (loss) on
securities available-for-sale,
net of tax of $(99) (153) (153)
----------
Comprehensive Income 404
----------
Cash dividends: $.13 per share (109) (109)
----------
Purchase of treasury stock 0 0
---------- ---------- ------------- ------------- ------------ ----------
BALANCE, MARCH 31, 2000 $1,000 $4,500 $21,402 ($3,020) ($1,063) $22,819
========== ========== ============= ============= ============ ==========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
NOTE A: BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01
of Regulation S-X. Accordingly, they 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
(consisting of normal recurring accruals) considered necessary for fair
presentation have been included.
Operating results of the three months ended March 31, 2000 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1999.
Prior period's amounts included in these financial statements have been
reclassified to place them on a basis consistent with the current period's
financial statements.
NOTE B: SECURITIES
SECURITIES AVAILABLE-FOR-SALE
- -----------------------------
The amortized cost and fair value of these are as follows at March 31, 2000:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
U. S. Treasury Securities $750 $0 $9 $741
U. S. Government agencies 30,951 0 838 30,113
States and political subdivisions 7,765 31 410 7,386
Mortgage-backed securities 5,700 0 396 5,304
Other securities 4,819 16 137 4,698
------------- -------------- --------------- ---------------
Total securities available-for-sale $49,985 $47 $1,790 $48,242
============= ============== =============== ===============
</TABLE>
In accordance with SFAS No. 115, these securities are carried at their fair
value.
5
<PAGE>
NOTE C: LOANS AND NONPERFORMING ASSETS
The following summarizes loans at the dates indicated:
<TABLE>
<CAPTION>
March 31, Dec. 31,
2000 1999
------------ ------------
<S> <C> <C>
Commercial - Aircraft related $53,856 $53,531
Commercial - Other 52,399 42,320
Secured by real estate - Construction 37,038 35,686
Secured by real estate - Residential (1 to 4 family) 31,408 30,147
Secured by real estate - Residential (5 or more) 30,726 27,514
Secured by real estate - Non-Residential 51,852 55,352
Consumer and all other, net of unearned income 4,984 5,169
------------ ------------
Total loans 262,263 249,719
Less: Allowance for loan losses (3,299) (3,114)
------------ ------------
Total loans, net of allowance for loan losses $258,964 $246,605
============ ===========
</TABLE>
The following summarizes the analysis of the allowance for loan losses for the
three months ended:
<TABLE>
<CAPTION>
March 31, March 31,
2000 1999
------------ ------------
<S> <C> <C>
Balance at beginning of year $3,114 $2,499
Charge-offs:
Real Estate - Residential (1 to 4 family) 0 75
Consumer and all other, net of unearned income 1 11
------------ ------------
Total charge-offs 1 86
Recoveries:
Commercial - Other 0 26
Consumer and all other, net of unearned income 1 1
------------ ------------
Total recoveries 1 27
Net recoveries (charge-offs) 0 (59)
Provision for loan losses 185 130
------------ ------------
Balance at end of period $3,299 $2,570
============ ============
</TABLE>
The following summarizes nonperforming assets at the dates indicated:
<TABLE>
<CAPTION>
March 31, Dec. 31,
2000 1999
------------ ------------
<S> <C> <C>
Nonaccrual loans $746 $849
Restructured loans 53 58
------------ ------------
Total nonperforming loans 799 907
Other real estate owned (OREO) 0 0
------------ ------------
Total nonperforming assets $799 $907
============ ============
</TABLE>
NOTE D: NOTE PAYABLE
The Company has a $5 million line of credit, a secured revolving note
payable, with a correspondent bank at March 31, 2000. This note had an
outstanding balance of $1 million, interest is calculated on the basis of
3-month LIBOR plus 150 basis points. Interest is due and payable quarterly.
The expiration date of the line is April 1, 2002. The note also contains
certain covenants which limit changes in capital structure, the purchase of
or merger with other banks and/or businesses, and the guarantees of other
liabilities and obligations. In addition, the Company must meet certain
financial ratios. The Company was in compliance with all covenants at March
31, 2000.
NOTE E: COMPREHENSIVE INCOME
The following summarizes Comprehensive Income for the three months ended:
<TABLE>
<CAPTION>
March 31, March 31,
2000 1999
------------ ------------
<S> <C> <C>
Net Income $557 $496
Other Comprehensive Income, net of income taxes:
Unrealized gains(losses) on securities available-for-sale (153) (124)
------------ ------------
Comprehensive Income $404 $372
============ ============
</TABLE>
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial condition and results of
operations during the periods included in the consolidated financial
statements set forth in this filing. The Company's Form 10-Q for the quarter
ended March 31, 1999 is incorporated by reference.
RESULTS OF OPERATIONS
The Company's net income for the three months ended March 31, 2000 was $557
compared to $496 in 1999. Basic earnings per share was $.67, a 16.54%
increase from last year's $.57. Return on average equity was 9.92% in 2000
compared to 8.84% in 1999, a 12.70% increase. Return on average assets was
.68% for 2000 compared to .75% in the previous year, a 9.33% decrease, due in
part to the 22.08% increase in assets.
The Company's net interest income was $3,987 for the first three months of
2000, an increase of 20.33% over the $3,313 registered in the same period of
1999. An increase in average earning assets was partly neutralized by a lower
net margin of 5.41% in 2000 as compared to 5.51% for 1999, as average rates
earned on loans increased more slowly than average rates paid on deposits. A
continuation of strong growth in the loan portfolio, particularly in real
estate lending and other commercial loans, were the main components in net
interest income improvement.
The provision for loan losses was $185 in 2000 and $130 in 1999, reflecting
the continued growth in the loan portfolio since December 31, 1999. There
were no net charge-offs for the first quarter of 2000, compared to $59 in the
same period for 1999. The allowance for loan losses as a percent of total
loans was 1.26% at March 31, 2000 and 1.25% at December 31, 1999. Total
nonperforming assets as a percent of total assets were .24% at March 31, 2000
and .28% at December 31, 1999.
Total noninterest income decreased 24.28% to $580 for the first three months
of 2000 over the previous year, as a result of the sale of our mortgage
banking division in December, 1999. Excluding mortgage banking fees,
noninterest income increased 6.81% in 2000, compared to 1999. There were no
securities gains in the first quarter of 2000, compared to a net gain of $23
in the same period for last year. Service charges on deposit accounts
increased 9.09% in 2000 over the first quarter of 1999, reflecting continued
expansion of our ATM and debit card base and the resultant increase in
activity.
Total noninterest expense for the first three months of 2000 increased 10.43%
to $3,515 from the year earlier period. The increase in salaries and employee
benefits in 2000 to $2,058 from $1,846 in 1999, is a direct result of
"staffing up" at the new Chicago branch, along with moderate salary increases
and higher benefit costs for the existing staff. Net occupancy and equipment
expense increased $74 to $397 in 2000 from $323 in 1999, due primarily to
full period rental expense on the new Chicago branches. Other noninterest
expense increased 4.53% to $1,060 in the first three months of 2000 from
$1,014 in the comparable 1999 period.
FINANCIAL CONDITION CHANGES
Total assets were $335,043 at March 31, 2000 compared to $324,777 at December
31, 1999. The overall decrease in cash and due from banks and federal funds
sold are a function of regular deposit activity and funds management in the
current interest rate environment. The decrease in the securities portfolios
is a reflection of market value changes only. The increase in the loan
portfolio was funded by deposit growth.
Total deposits increased $18,331 or 6.78% from year-end. Noninterest bearing
deposits increased 27.98% or $14,891, due to core growth, as well as seasonal
fluctuations at each of the Subsidiary Banks. Interest bearing deposits
increased $3,440. Borrowed funds decreased $9,271 from year-end levels due
largely to the deposit increase and normal quarter-end fluctuations.
7
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The maintenance of an adequate level of liquidity is necessary to ensure that
sufficient funds are available to meet customers' loan demands and deposit
withdrawal requests. The banking subsidiaries' liquidity sources consist of
investment securities, maturing loans and other short-term investments.
Liquidity can also be obtained through liabilities such as core deposits,
borrowed funds, certificates of deposit and public fund deposits.
At March 31, 2000, Shareholders' Equity was $22,819 compared to $22,524 at
December 31, 1999, an increase of $295 or 1.31%. Accumulated other
comprehensive income at quarter-end decreased $153 due to unrealized losses
in securities available-for-sale, net of tax. Shareholders' Equity as a
percentage of total assets at March 31, 2000 was 6.81%. The following table
represents the Company's consolidated regulatory capital position as of March
31, 2000:
Regulatory capital at March 31, 2000
<TABLE>
<CAPTION>
Tier 1 Total
Leverage Risk-Based Risk-Based
Ratio Capital Capital
---------- ------------ ------------
<S> <C> <C> <C>
Upbancorp, Inc. ratio 7.1% 8.7% 9.9%
Regulatory minimum ratio 4.0% 4.0% 8.0%
</TABLE>
The Company's affiliates consist of two full-service community banks, which
operate seven banking offices in northern Chicago and metropolitan Phoenix.
In February, 2000, Uptown National Bank of Chicago ("Uptown") applied to the
Office of the Comptroller of the Currency ("OCC") to merge Heritage Bank
("Heritage") in Phoenix with and into and under the charter of Uptown.
Following the consummation of the merger, the offices of Heritage will
operate as branches of Uptown. Heritage will retain its name in the Phoenix
area. All current locations will remain fully operational with no resulting
adverse changes to products or services offered. Approval was received in
April, 2000. The merger of systems and operations is planned for completion
in the third quarter of 2000.
FORWARD LOOKING STATEMENTS
Statements made about the Company's future economic performance, strategic
plans or objectives, revenue or earnings projections, or other financial
items and similar statements are not guarantees of future performance, but
are forward looking statements. By their nature, these statements are subject
to numerous uncertainties that could cause actual results to differ
materially from those in the statements. Important factors that might cause
the Company's actual results to differ materially include, but are not
limited to, the following:
- Federal and state legislative and regulatory developments;
- Changes in management's estimate of the adequacy of the
allowance for loan losses (and/or other significant estimates
such as OREO, deferred tax valuation allowance, etc.);
- Changes in the level and direction of loan delinquencies and
write-offs;
- Interest rate movements and their impact on customer behavior
and Upbancorp's net interest margin;
- The impact of repricing and competitors' pricing initiatives
on loan and deposit products;
- Upbancorp's ability to adapt successfully to technological
changes to meet customers' needs and developments in the
marketplace;
- Upbancorp's ability to access cost effective funding;
- Economic conditions;
- Year 2000 related complications and
- Recently enacted financial modernization legislation.
YEAR 2000 COMPLIANCE
We have tested our products and believe that they are Year 2000 compliant. We
have also inquired of significant vendors of our internal systems as to their
Year 2000 readiness and have tested our material internal systems. We believe
that, based on these tests and assurances of our vendors, we will not incur
material costs to resolve Year 2000 issues for our products and internal
systems. Furthermore, to date we have not experienced any Year 2000 problems
and our customers or vendors have not informed us of any material Year 2000
problems. If it comes to our attention that there are any Year 2000 problems
with our products or that some of our third-party hardware and software used
in our internal systems are not Year 2000 compliant, then we will endeavor to
make modifications to our products and internal systems, or purchase new
internal systems, to quickly respond to the problem. The costs already
incurred by us to date related to Year 2000 compliance are not material, and
we do not anticipate incurring additional material costs related to Year 2000
compliance.
8
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ON MARKET RISK
Management, to augment static gap analysis, uses an additional measurement
tool to evaluate its asset/liability sensitivity, which determines exposure
to changes in interest rates by measuring the change in net interest income
as a percentage of Capital, due to changes in rates over a one-year horizon.
Management measures such change assuming an immediate and sustained parallel
shift in rates of 50, 100 and 200 basis points, both upward and downward. The
model uses scheduled amortization, call date or final maturity as appropriate
on all non-rate sensitive assets. The model uses repricing frequency on all
variable rate assets and liabilities, it also uses a 5-year decay analysis on
all non-rate sensitive deposits. Prepayment rates on fixed rate loans have
been adjusted up or down by 10% per year to incorporate historical experience
in both an up-rate and down-rate environment.
Utilizing this measurement concept, the interest rate risk of the Company,
expressed as change in net interest income as a percentage of capital over a
1-year time horizon due to changes in interest rates is as follows:
<TABLE>
<CAPTION>
BASIS POINT CHANGE
--------------------------------------------------------
+200 +100 +50 -50 -100 -200
------ ------ ------ ----- ----- ------
<S> <C> <C> <C> <C> <C> <C>
At March 31, 2000 0.01% -0.05% -0.02% 0.01% 0.02% -0.63%
At December 31, 1999 -0.96% -0.48% -0.36% 0.36% 0.43% -0.21%
</TABLE>
9
<PAGE>
PART 2.- OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None required
ITEM 2 - CHANGES IN SECURITIES
None required
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None required
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders held April 18, 2000.
the shareholders elected the following Directors:
<TABLE>
<CAPTION>
Votes Withheld/
Votes for Against Abstentions
--------- ------- -----------
<S> <C> <C> <C>
Stephen W. Edwards 623,638 0 304
Robert P. Griffiths 623,638 0 304
Alfred E. Hackbarth, Jr. 623,638 0 304
</TABLE>
ITEM 5 - OTHER INFORMATION
None required
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
None required
10
<PAGE>
CONFORMED
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) 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.
Date: May 8, 2000 UPBANCORP, INC.
------------------------
(The Registrant)
/s/ Richard K. Ostrom
------------------------
Richard K. Ostrom
Chairman of the Board,
President and Chief
Executive Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 15,757
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 48,242
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 262,263
<ALLOWANCE> 3,299
<TOTAL-ASSETS> 335,043
<DEPOSITS> 288,486
<SHORT-TERM> 9,363
<LIABILITIES-OTHER> 3,375
<LONG-TERM> 11,000
0
0
<COMMON> 1,000
<OTHER-SE> 21,819
<TOTAL-LIABILITIES-AND-EQUITY> 335,043
<INTEREST-LOAN> 5,666
<INTEREST-INVEST> 761
<INTEREST-OTHER> 76
<INTEREST-TOTAL> 6,503
<INTEREST-DEPOSIT> 2,209
<INTEREST-EXPENSE> 2,516
<INTEREST-INCOME-NET> 3,987
<LOAN-LOSSES> 185
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,515
<INCOME-PRETAX> 867
<INCOME-PRE-EXTRAORDINARY> 867
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 557
<EPS-BASIC> .67
<EPS-DILUTED> .67
<YIELD-ACTUAL> 8.79
<LOANS-NON> 746
<LOANS-PAST> 0
<LOANS-TROUBLED> 53
<LOANS-PROBLEM> 799
<ALLOWANCE-OPEN> 3,114
<CHARGE-OFFS> 1
<RECOVERIES> 1
<ALLOWANCE-CLOSE> 3,299
<ALLOWANCE-DOMESTIC> 3,299
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
