UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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 0-11783
ACNB CORPORATION
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2233457
----------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
675 OLD HARRISBURG ROAD, GETTYSBURG, PA 17325
- -----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(717) 334-3161
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(Registrant's telephone number, including area code)
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(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 ____ 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 Sections 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 __X__ 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.
Class - Common Stock ($2.50 par value)
Outstanding at November 10, 1997 - 5,253,278
<PAGE>
PART I ITEM I FINANCIAL INFORMATION
ACNB CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>
Sept 30 December 31 Sept 30
1997 1996 1996
--------- --------- ---------
(000 omitted)
<S> <C> <C> <C>
ASSETS
Cash and Due from Banks 21,223 22,078 13,713
Investment Securities
Securities Held to Maturity 49,788 79,855 104,896
Securities Available for Sale 47,499 36,641 37,020
--------- --------- ---------
Total Investment Securities 97,287 116,496 141,916
Federal Funds Sold 100 100 100
Loans 343,181 324,927 322,333
Less: Reserve for Loan Losses (3,176) (3,183) (3,211)
--------- --------- ---------
Net Loans 340,005 321,744 319,122
Premises and Equipment 5,079 5,415 5,447
Other Real Estate 210 1,015 895
Other Assets 6,046 5,597 6,707
--------- --------- ---------
TOTAL ASSETS $ 469,950 $ 472,445 $ 487,900
========= ========= =========
LIABILITIES
Deposits
Noninterest Bearing 43,250 52,666 45,078
Interest Bearing 348,184 350,461 352,798
--------- --------- ---------
Total Deposits 391,434 403,127 397,876
Securities Sold Under
Agreement To Repurchase 22,290 16,736 20,807
Borrowing Federal Home Loan Bank 0 0 16,800
Demand Notes U.S. Treasury 450 450 450
Other Liabilities 3,835 2,696 3,385
--------- --------- ---------
TOTAL LIABILITIES 418,009 423,009 439,318
SHAREHOLDERS EQUITY
Common Stock ($2.50 par value)
20,000,000 shares authorized:
5,253,278 shares issued and
outstanding at 9/30/97 13,133 13,196 13,253
Surplus 3,647 3,994 4,306
Retained Earnings 34,454 31,889 30,851
Net unrealized gains on securities available
for sale 707 357 172
--------- --------- ---------
TOTAL SHAREHOLDERS EQUITY 51,941 49,436 48,582
TOTAL LIABILITIES AND SHAREHOLDERS
EQUITY $ 469,950 $ 472,445 $ 487,900
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
PAGE 2
<PAGE>
ACNB CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Sept 30 Sept 30
------------------- -------------------
1997 1996 1997 1996
---- ---- ---- ----
(000 omitted) (000 omitted)
<S> <C> <C> <C> <C>
INTEREST INCOME
Loan Interest and Fees 6,994 6,640 20,596 19,786
Interest and Dividends on
Investment Securities 1,776 1,965 5,493 4,806
Interest on Federal Funds Sold 1 1 4 4
Interest on Balances with
Depository Institutions 88 49 169 483
------- ------- ------- -------
TOTAL INTEREST INCOME 8,859 8,655 26,262 25,079
INTEREST EXPENSE
Deposits 3,590 3,592 10,597 10,725
Other Borrowed Funds 184 246 519 533
------- ------- ------- -------
TOTAL INTEREST EXPENSE 3,774 3,838 11,116 11,258
NET INTEREST INCOME 5,085 4,817 15,146 13,821
Provision for Loan Losses 60 0 150 0
NET INTEREST INCOME AFTER PROVISION ------- ------- ------- -------
FOR LOAN LOSSES 5,025 4,817 14,996 13,821
OTHER INCOME
Trust Department 112 153 349 342
Service Charges on Deposit Accounts 195 192 569 558
Other Operating Income 105 223 414 499
Securities Gains 0 0 0 0
------- ------- ------- -------
TOTAL OTHER INCOME 412 568 1,332 1,399
OTHER EXPENSES
Salaries and Employee Benefits 1,608 1,509 4,897 4,418
Premises and Fixed Assets 477 427 1,342 1,271
Other Expenses 614 640 1,941 1,906
------- ------- ------- -------
TOTAL OTHER EXPENSE 2,699 2,576 8,180 7,595
INCOME BEFORE INCOME TAX 2,738 2,809 8,148 7,625
Applicable Income Tax 906 926 2,693 2,506
------- ------- ------- -------
NET INCOME $ 1,832 $ 1,883 $ 5,455 $ 5,119
======= ======= ======= =======
EARNINGS PER SHARE* $0.35 $0.36 $1.04 $0.97
DIVIDENDS PER SHARE* 0.19 0.18 0.55 1.52
</TABLE>
*Based on 5,255,021 shares outstanding in 1997 and 5,303,687 in 1996
See accompanying notes to financial statements.
Page 3
ACNB CORPORATION AND SUBSIDIARY
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Nine months ended
Sept 30
---------------------
1997 1996
---- ----
(000 omitted)
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash Flows from Operating Activities:
Interest and Dividends Received 25,473 24,235
Fees and Commissions Received 1,742 1,829
Interest Paid (10,467) (10,521)
Cash Paid to Suppliers and Employees (7,467) (8,357)
Income Taxes Paid (2,682) (2,430)
Net Cash Provided by Operating Activities 6,599 4,756
Cash Flows from Investing Activities:
Proceeds from Maturities of Investment Securities
and Interest Bearing Balances with Other Banks 33,299 34,266
Purchase of Investment Securities and Interest
Bearing Balances with Other Banks (13,560) (71,570)
Principal Collected on Loans 51,301 62,617
Loans Made to Customers (68,907) (61,223)
Capital Expenditures (149) (149)
Net Cash Used in Investing Activities 1,984 (36,059)
Cash Flow from Financing Activities:
Net Increase in Demand Deposits, NOW Accounts, and
Savings Accounts 2,026 3,853
Proceeds from Sale of Certificates of Deposit 30,471 33,389
Payments for Maturing Certificates of Deposit (38,636) (24,005)
Dividends Paid (2,889) (8,065)
Increase (Decrease) in Borrowings 0 17,051
Repurchase of Common Stock (410) (107)
Net Cash Provided by Financing Activities (9,438) 22,116
Net Increase in Cash and Cash Equivalents (855) (9,187)
Cash and Cash Equivalents: Beginning of Period 22,178 23,000
End of Period 21,323 13,813
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES
Net Income 5,455 5,119
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 485 475
Provision for Possible Credit Losses 150 0
Provision for Deferred Taxes 73 91
Amortization of Investment Securities Premiums (68) 340
Increase (Decrease) in Taxes Payable (62) (15)
(Increase) Decrease in Interest Receivable (221) (899)
Increase (Decrease) in Interest Payable 649 737
Increase (Decrease) in Accrued Expenses 381 338
(Increase) Decrease in Other Assets (153) (1,569)
Increase (Decrease) in Other Liabilities (90) 139
Net Cash Provided by Operating Activities 6,599 4,756
</TABLE>
DISCLOSURE OF ACCOUNTING POLICY
For purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from banks, and federal funds sold. Generally, federal funds
are purchased and sold for one-day periods.
Page 4
<PAGE>
ACNB CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present
fairly ACNB Corporation's financial position as of September 30, 1997
and 1996 and December 31, 1996 and the results of its operations for
the nine months ended September 30, 1997 and 1996 and changes in
financial position for the nine months then ended. All such adjustments
are of a normal recurring nature.
The accounting policies followed by the corporation are set forth in
Note A to the corporation's financial statements in the 1996 ACNB
Corporation Annual Report and Form 10-K filed with the Securities and
Exchange Commission under file no. 0-11783.
2. The book and approximate market values of securities owned at September
30, 1997 and December 31, 1996 were as follows:
<TABLE>
<CAPTION>
9/30/97 12/31/96
Amortized Fair Amortized Fair
Cost Value Cost Value
(000 omitted)
<S> <C> <C> <C> <C>
U.S. Treasury and U.S. Government
Agencies (held to maturity) 48,956 49,125 78,930 79,020
State and Municipal (held to
maturity) 832 832 925 926
U.S. Government Agencies
(available for sale) 43,567 44,638 33,530 34,071
Other Investments (avail for sale) 2,861 2,861 2,570 2,570
-------- -------- -------- --------
TOTAL $ 96,216 $ 97,456 $115,955 $116,587
</TABLE>
Income earned on investment securities was as follows:
Nine Months Ended September 30
1997 1996
(000 omitted)
U.S. Treasury 1,132 1,870
U.S. Government Agencies 4,189 2,765
State and Municipal 41 47
Other Investments 131 124
------ -----
5,493 4,806
3. Gross loans are summarized as follows:
September 30 December 31
(000 omitted)
Real Estate 303,703 288,588
Real Estate Construction 13,967 11,207
Commercial and Industrial 9,997 9,866
Consumer 15,514 15,266
-------- --------
Total Loans $343,181 $324,927
Page 5
<PAGE>
4. Earnings per share are based on the weighted average number of shares
of stock outstanding during each period. Weighted average shares
outstanding for the nine month periods ended September 30, 1997 and
1996 were 5,255,021 and 5,303,687 respectively.
5. Dividends per share were $.55 and $1.52 for the nine month periods
ended September 30, 1997 and 1996 respectively. This represented a 53%
payout of net income in 1997 and a 157% payout in 1996. The 1996
dividend includes a $1.00 special dividend paid in January 1996.
6. The results of operations for the nine month periods ended September
30, 1997 and 1996 are not necessarily indicative of the results to be
expected for the full year.
Page 6
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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 the
accompanying consolidated financial statements for ACNB Corporation, a
Pennsylvania corporation and registered bank holding company (the Corporation),
and its wholly-owned subsidiary, Adams County National Bank (the Bank). The
Corporation's consolidated financial condition and results of 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 and
Form 10-K. Current performance does not guarantee, assure, and is not indicative
of future performance.
In addition to historical information, this Form 10-Q contains forward-looking
statements. The forward-looking statements contained herein are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those projected in the forward-looking statements. Important
factors that might cause such a difference include, but are not limited to,
those discussed in the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations". Readers are cautioned not to
place undue reliance on these forward-looking statements, which reflect
management's analysis only as of the date hereof. The Corporation undertakes no
obligation to publicly revise or update these forward-looking statements to
reflect events or circumstances that arise after the date hereof. Readers should
carefully review the risk factors described in other documents the Corporation
files from time to time with the Securities and Exchange Commission, including
the Quarterly Reports on Form 10-Q to be filed by the Corporation in 1997 and
1998, and any Current Reports on Form 8-K filed by the Corporation.
Three months ended September 30,1997 compared to three months ended September
30, 1996
Net Income for the three month period ending September 30, 1997 was $1,832,000,
down $61,000 or 3% below the third quarter of 1996. The decrease in net income
was due primarily to a 27% decrease in other income and a 5% rise in other
expenses as discussed below. Net income per share, for the third quarter, was
$.35, down $.01 or 3% below the $.36 earned in the comparable period in 1996.
An explanation of the factors and trends that caused changes between the two
periods, by major earnings category, follows.
Total interest income for the third three month period of 1997 was $8,859,000,
up $204,000 or 2% above the $8,655,000 earned in the same period of 1996. The
$204,000 increase in interest income was due to higher yields on securities and
greater volume of loans. The average yield on securities rose to 7.05%, an
increase of 89 basis points over the same quarter in 1996. In an effort to
manage interest rate risk, the Bank purchased $26.3 million of mortgage backed
securities classified as available-for-sale over the last twelve months. Income
from loans during the current period increased due to loan growth of
approximately $20.9 million.
Total interest expense for the third three month period of 1997 was $3,774,000,
down $64,000 or 2% below the $3,838,000 incurred for the same period in 1996.
The $64,000 decrease in interest expense was due primarily to a decrease in the
average volume of interest bearing liabilities, which was $8.1 million lower in
the current quarter compared to the same quarter in 1996.
Page 7
<PAGE>
Net interest income after provision for loan losses for the third three month
period of 1997 was $5,025,000, up $208,000 or 4.3% above the $4,817,000 earned
in the same period of 1996. The increase in current period net interest income
was achieved from a larger average volume of loans and improvement in yield on
securities.
Total non-interest income for the third three month period of 1997 at $412,000,
was $156,000 or 27.5% less than the same quarter in 1996. This was primarily due
to decreased Trust Department fees of $112,000 compared to $153,000 in 1996, and
changes in holding company income, letter of credit fees and miscellaneous
income.
Total non-interest expense for the third three month period of 1997 was
$2,699,000, up $123,000 or 4.8% greater than the $2,576,000 incurred for the
third quarter of 1996. Most of the increase was in salaries and benefits which
were up $99,000 or 6.6%.
The provision for income taxes in the third quarter decreased $20,000 or 2.2%
due to a lower level of pretax earnings.
Nine months ended September 30, 1997 compared to nine months ended September 30,
1996
Net income for the first nine months of 1997 was $5,455,000, up $336,000 or 6.6%
above the $5,119,000 earned for the same period of 1996. The increase in net
income was due primarily to strong growth in loans and improved yield on
securities. For the nine month period (annualized) of 1997, the return on
average assets (ROA) and return on average equity (ROE) were 1.57% and 14.50%,
respectively, compared to 1.48% and 14.31%, respectively, for 1996.
At September 30, 1997, total assets were approximately $470 million, reflecting
an $18 million or 3.7% decrease from September 30, 1996. As explained more fully
under Capital Management section, book value per share was $9.75 on September
30, 1997, compared to $9.13 on September 30, 1996. (The Corporation's capital
remained sound as evidenced by a Tier I Risked-Based Capital Ratio of 17.8% and
a Total Risk-Based Capital Ratio of 18.9% on September 30, 1997.)
Total interest income for the current nine month period was $26,262,000, up
$1,183,000 or 4.7% above the $25,079,000 earned in the same period of 1996. The
$1,183,000 increase in total interest income was due primarily to a larger
volume of loans in the first three quarters of 1997, and improved yields on
securities. Yield on securities was 6.91% for the first three quarters of 1997
versus 5.80% for the same period last year.
Total interest expense for the current nine month period was $11,116,000, down
$142,000 or 1.3% below the $11,258,000 incurred for the same period in 1996. The
$142,000 decrease in total interest expense was due to a decline in average cost
of interest bearing liabilities, principally time deposits. The year to date
average volume of interest bearing liabilities was also down approximately $2.4
million or .7% below the same period of 1996.
Net interest income after provision for loan losses was $14,996,000 for the
current period, up $1,175,000 or 8.5% above the first nine months in 1996.
Improved yield on securities, 6.91% versus 5.8%, and higher average volume of
loans were the primary reasons. The net yield on average earning assets was
4.54% for the current nine month period compared to 4.18% for the same period in
1996.
Total non-interest income for the current nine month period was $1,332,000, down
$67,000 or 4.8% from the same period in 1996. An increase in holding company
expenses was the main cause of the decrease.
Total non-interest expense for the current nine month period was $8,180,000, up
$585,000 or 7.7% above the $7,595,000 incurred for the same period in 1996. The
increase in total non-interest expense was primarily the result of a $479,000
increase in salaries and employee benefits.
Page 8
<PAGE>
The provision for income taxes was $2,693,000 for the current period, up
$187,000 above the same period in 1996 due to a higher level of pretax earnings.
INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS
Nine Months Ended
9/30/97 9/30/96
Rate Rate
Earning Assets 7.87% 7.56%
Interest Bearing Liabilities 4.04% 4.07%
Interest Rate Spread 3.83% 3.49%
Net Yield on Earning Assets 4.54% 4.18%
Net Yield on Earning Assets is the difference, stated in percentages, between
the interest earned on loans and other investments and the interest paid on
deposits and other sources of funds. The Net Yield on Earning Assets is one of
the best analytical tools available to demonstrate the effect of interest rate
changes on the Corporation's earning capacity.
The Net Yield on Earning Assets, for the first nine months of 1997, was up 36
basis points compared to the same period in 1996. This is a result of improved
yields on government securities and a larger volume of loans.
PROVISION AND RESERVE FOR POSSIBLE LOAN LOSSES
Reserve for Possible Loan Losses
(In Thousands)
Nine Months Ended
9/30/97 9/30/96
Balance at Beginning of Period 3,183 3,274
Provision Charged to Expense 150 0
Loans Charged Off 173 127
Recoveries 16 64
Balance at End of Period 3,176 3,211
Ratios:
Net Charge-offs to:
Net Income 2.88% 1.23%
Total Loans .05% .02%
Reserve for Possible Loan Losses 4.94% 1.96%
Reserve for Possible Loan Losses to:
Total Loans .93% 1.00%
The Reserve for Possible Loan Losses at September 30, 1997 totaled $3,176,000
(.93% of Total Loans), a decrease of $35,000 from $3,211,000 (1.00% of Total
Loans) at the end of the first nine months of 1996. Loans past due 90 days and
still accruing amounted to $1,962,000 and non-accrual loans totaled $1,751,000
as of 9/30/97. The ratio of non-performing assets plus other real estate owned
to total assets was .83% at 9/30/97. All properties are carried at the lower of
market or book value and are not considered to represent significant threat of
loss to the bank.
Page 9
Loans past due 90 days and still accruing were $2,175,000 at year end 1996 while
non-accruals stood at $994,000. The bulk of the Corporation's real estate loans
are in owner occupied dwellings. Management believes that internal loan review
procedures will be effective in recognizing and correcting any real estate
lending problems that may occur due to current economic conditions. Interest not
accrued, due to an average of $1,493,000 in non-accrual loans, was approximately
$101,000 for the first nine months of 1997.
A loan is deemed impaired when, based on current information and events, it is
probable that a creditor will be unable to collect all amounts due. Impaired
loans are measured based on the present value of expected future cash flows,
discounted at the loan's effective interest rate, or as a practical expedient,
at the loan's observable market price or the fair value of the collateral if the
loan is collateral dependent. If the measure of the impaired loan is less than
its recorded investment a creditor must recognize an impairment by creating, or
adjusting, a valuation allowance with a corresponding charge to loan loss
expense. The Corporation uses the cash basis method to recognize interest income
on loans that are impaired. All of the Corporation's impaired loans were on
non-accrual status for all reported periods.
CAPITAL MANAGEMENT
Total Shareholders' Equity amounted to $51,941,000 at September 30, 1997
compared to $48,582,000 at September 30, 1996, an increase of $3,359,000 or 6.9%
over that period. The ratio of Total Shareholders' Equity to Total Assets was
9.96% at September 30, 1996, 10.46% at December 31, 1996, and 11.05% at
September 30, 1997. The total risk-based capital ratio was 18.9% at September
30, 1997. The leverage ratio was 10.61% at September 30, 1997 and 9.78% during
the same period in 1996. Capital at ACNB Corporation remains strong even with a
53% dividend payout ratio. See Note #5 for information regarding dividends paid
during 1997.
In September, 1995, the Board of Directors approved a share repurchase plan of
100,000 shares. Over the intervening period the Corporation has repurchased and
retired 62,844 shares.
LIQUIDITY AND INTEREST RATE SENSITIVITY
Management believes that the Corporation's liquidity is adequate. Liquid assets
(cash and due from banks, federal funds sold, money market instruments,
available for sale securities and held to maturity investment securities
maturing within one year) were 17.2% of total assets at September 30, 1997. This
mix of assets is readily available for funding any cash requirements. In
addition, the Bank has an approved line of credit of $219,591,000 at the Federal
Home Loan Bank of Pittsburgh with $-0- outstanding at September 30, 1997.
As of September 30, 1997, the cumulative asset sensitive gap was 11.8% of total
assets at one month, 9.7% at six months, and 19.5% at one year. Adjustable rate
mortgages, which have an annual interest rate cap of 2%, are considered rate
sensitive. Passbook savings and NOW accounts are carried in the one to five year
category while half of money market deposit accounts are spread over the four to
twelve month category and the other half are shown to mature in the one to three
year category.
There are no known trends or demands, commitments, events or uncertainties that
will result in, or that are reasonably likely to result in, liquidity increasing
or decreasing in any material way. Aside from those matters described above,
management does not currently believe that there are any known trends or
uncertainties which would have a material impact on future operating results,
liquidity or capital resources nor is it aware of any current recommendations by
the regulatory authorities which if they were to be implemented would have such
an effect, although the general cost of compliance with numerous and multiple
federal and state laws and regulation does have and in the future may have a
negative impact on the corporation's results of operations.
Page 10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities and Use of Proceeds - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports of Form 8-K
(a) Exhibits
The following Exhibits are included in this Report:
Exhibit 3(i) Articles of Incorporation of Registrant (Incorporated by
Reference to Exhibit 3(a) in Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992).
Exhibit 3(ii) Bylaws of Registrant (Incorporated by Reference to
Exhibit 3(b) in Registrant's Annual Report of Form 10-K for
the year ended December 31, 1992).
Exhibit 11 Statement Regarding Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule.
(b) Reports on Form 8-K
The Registrant did not file a Current Report on Form 8-K during the
third quarter of 1997.
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.
ACNB CORPORATION
-------------------------------------
Ronald L. Hankey, President
November 10, 1997
(Date)
-------------------------------------
John W. Krichten, Secretary/Treasurer
Page 11
<PAGE>
EXHIBIT INDEX
Exhibit Number
Exhibit 3(i) Articles of Incorporation of Registrant (Incorporated by
Reference to Exhibit 3(a) of Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992).
Exhibit 3(ii) Bylaws of Registrant (Incorporated by Reference to
Exhibit 3(b) of Registrant's Annual Report on Form 10-K for
the year ended December 31, 1992).
Exhibit 11 Statement Re: Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule.
Page 12
<PAGE>
EXHIBIT 11
Statement Regarding the Computation of Earnings Per Share
<TABLE>
<CAPTION>
For the nine month period For the quarter ending
ending September 30 September 30
------------------------------- -------------------------------
1997 1996 1997 1996
------------------------------- -------------------------------
<S> <C> <C> <C> <C>
Weighted average shares outstanding: 5,255,021 5,303,687 5,253,278 5,301,182
Common Stock
Common Stock Equivalents
Stock Options 0 0 0 0
Stock Awards 0 0 0 0
ESOP shares 0 0 0 0
Total Common Stock Equivalents 0 0 0 0
Total weighted average shares
outstanding 5,255,021 5,303,687 5,253,278 5,301,182
Net Income $5,455,000 $5,119,000 $1,832,000 $1,883,000
Net Income Per Share $ 1.04 .97(cent) .35(cent) .36(cent)
</TABLE>
Page 13
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 21,223
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 100
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 46,428
<INVESTMENTS-CARRYING> 49,788
<INVESTMENTS-MARKET> 47,499
<LOANS> 343,181
<ALLOWANCE> 3,176
<TOTAL-ASSETS> 469,950
<DEPOSITS> 391,434
<SHORT-TERM> 450
<LIABILITIES-OTHER> 3,835
<LONG-TERM> 0
13,133
0
<COMMON> 0
<OTHER-SE> 38,808
<TOTAL-LIABILITIES-AND-EQUITY> 469,950
<INTEREST-LOAN> 20,596
<INTEREST-INVEST> 5,493
<INTEREST-OTHER> 173
<INTEREST-TOTAL> 26,262
<INTEREST-DEPOSIT> 10,597
<INTEREST-EXPENSE> 11,116
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<EPS-PRIMARY> 1.04
<EPS-DILUTED> 1.04
<YIELD-ACTUAL> 4.54
<LOANS-NON> 1,751
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</TABLE>
