FORM 10-Q
Securities and Exchange Commission
Washington, D.C. 20549
[ X ] Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
For the quarterly period ended: June 30, 1995
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 no.: 0-12377
BT FINANCIAL CORPORATION
_____________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 25-1441348
________________________ ______________________________________
(State of Incorporation) (I.R.S. Employer Identification Number)
551 Main Street, Johnstown, Pennsylvania 15901
____________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(814) 532-3801
_________________
(Registrant's Telephone Number, including area code)
Indicate by checkmark 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_______
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
3,826,581 shares common stock
($5.00 par value)
as of August 9, 1995
<PAGE>
BT FINANCIAL CORPORATION AND AFFILIATES
FORM 10-Q
June 30, 1995
Part I. Financial Information
Item 1
Consolidated Balance Sheet - June 30, 1995
and December 31, 1994
Consolidated Statement of Income
Three and Six Months Ended June 30, 1995 and 1994
Consolidated Statement of Cash Flows
Six Months Ended June 30, 1995 and 1994
Notes to Consolidated Financial Statements
Item 2
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Part II. Other Information
Item 4
Submission of Matters to a Vote of Security Holders
Item 6
Exhibits and Reports
Signatures
ITEM 1
FINANCIAL STATEMENTS
BT FINANCIAL CORPORATION AND AFFILIATES
CONSOLIDATED BALANCE SHEET
(Unaudited)
(In thousands, except share data)
June 30, 1995 December 31, 1994
ASSETS
Cash and cash equivalents $ 45,175 $ 47,679
----------------------------------
Money market investments:
Interest-bearing deposits with banks 4,682 5,323
Federal funds sold 1,500 2,000
----------------------------------
Total money market investments 6,182 7,323
----------------------------------
Securities available-for-sale 217,691 248,281
Securities held-to-maturity (market value
of $42,901 at June 30, 1995 and
$22,242 at December 31, 1994) 42,170 22,911
----------------------------------
Total securities 259,861 271,192
----------------------------------
Loans 796,562 783,565
Less: Unearned interest 45,133 40,908
Reserve for loan losses 7,090 7,227
Net loans 744,339 735,430
Premises and equipment 24,597 23,649
Accrued interest receivable 7,203 7,739
Other assets 13,254 14,563
----------------------------------
Total assets $1,100,611 $1,107,575
==================================
LIABILITIES
Deposits:
Non-interest-bearing $ 119,817 $ 123,078
Interest-bearing 842,927 825,155
----------------------------------
Total deposits 962,744 948,233
Federal funds purchased and securities
sold under agreements to repurchase 23,151 53,401
Short-term borrowings 5,497 4,571
Accrued interest payable 3,832 2,754
Other liabilities 839 1,387
Capital notes 8,160 9,920
----------------------------------
Total liabilities 1,004,223 1,020,266
----------------------------------
SHAREHOLDERS' EQUITY
Preferred stock, no par value
Authorized shares: 2,000,000 - -
Common stock,
Par value: $5.00
Authorized shares: 10,000,000
Shares issued: 3,826,581 19,133 19,133
Surplus 33,320 33,320
Retained earnings 44,578 41,430
Net unrealized holding gains (losses) on
securities available-for-sale (643) (6,574)
-----------------------------------
Total shareholders' equity 96,388 87,309
-----------------------------------
Total liabilities and shareholders' $1,100,611 $1,107,575
equity ==================================
The accompanying notes are an integral part of the consolidated financial
statements.<PAGE>
BT FINANCIAL CORPORATION AND AFFILIATES
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(In thousands, except shares and per share data)
Three-months-ended Six-months-ended
June 30 June 30
1995 1994 1995 1994
INTEREST INCOME
Loans, including fees $ 16,116 $13,549 $31,654 27,132
Investment securities:
Taxable 4,004 3,836 8,017 7,556
Tax-exempt 37 41 74 85
Deposits with banks 109 196 220 461
Federal funds sold 63 104 94 290
------------------------------------------------
Total interest income 20,329 17,726 40,059 35,524
------------------------------------------------
INTEREST EXPENSE
Deposits 7,987 5,834 15,402 11,797
Federal funds purchased and
securities sole under agree-
ments to repurchase 220 73 744 126
Short-term borrowings 41 31 92 65
Term debt 164 136 359 286
------------------------------------------------
Total interest expense 8,412 6,074 16,597 12,274
------------------------------------------------
NET INTEREST INCOME 11,917 11,652 23,462 23,250
Provision for loan losses 300 130 469 326
------------------------------------------------
Net interest income after
provision for loan losses 11,617 11,522 22,993 22,924
------------------------------------------------
OTHER INCOME
Trust income 492 458 974 926
Fees for other services 1,194 1,161 2,302 257
Security gains 69 22 83 203
Other income 109 89 207 213
------------------------------------------------
Total other income 1,864 1,730 3,566 3,599
------------------------------------------------
OTHER EXPENSES
Salaries and wages 4,120 3,902 8,202 7,748
Pension and other employee
benefits 740 869 1,307 1,779
Net occupancy expense 846 828 1,775 1,737
Equipment expense 669 618 1,330 1,254
F.D.I.C. insurance 534 489 1,067 979
Amortization of intangible
assets 283 337 566 674
Other operating expense 2,152 2,328 4,378 4,600
------------------------------------------------
Total other expenses 9,344 9,371 18,625 18,771
------------------------------------------------
INCOME BEFORE INCOME TAXES 4,137 3,881 7,934 7,752
Provision for income taxes 1,337 1,222 2,490 2,503
-----------------------------------------------
NET INCOME $ 2,800 $ 2,659 $5,444 $5,249
===============================================
Net Income per share .73 .69 1.42 1.37
Dividends paid per share .30 .27 .60 .53
Weighted average shares
outstanding 3,826,581 3,826,581 3,826,58 3,826,581
Note: Share and per share data have been restated to reflect the 5% stock
dividend distributed on October 14, 1994.
The accompanying notes are an integral part of the consolidated financial
statements.<PAGE>
BT Financial Corporation and Affiliates
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
Six months ended
June 30
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,444 $ 5,249
Adjustments to reconcile net income to net cash provided
by operating activities
Provision for loan losses 469 326
Provision for depreciation and amortization 1,330 1,206
Amortization of intangible assets 566 660
Amortization of premium, net of accretion of discount
on loans and securities 427 574
Deferred income taxes (304) (153)
Realized securities gains (83) (203)
Decrease (Increase) in interest receivable 536 (174)
Increase in interest payable 1,078 526
Increase (decrease) in other assets and liabilities,
net (2,707) 11
-------------------------
Net cash provided by operating activities 6,756 8,022
-------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities 12,165 8,040
Repayments and maturities of securities 36,967 25,836
Purchases of securities (29,032) (80,076)
Net decrease in money market investments 1,141 67,559
Proceeds from sales of loans 1,888 2,810
Net increase in loans (11,242) (3,787)
Purchases of premises and equipment and other (2,278) (1,334)
-------------------------
Net cash provided by investing activities 9,609 19,048
-------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits 14,511 (13,549)
Net decrease in Federal Funds purchased and
securities sold under agreements to repurchase (30,250) (214)
Net increase (decrease) in short-term borrowing 926 (357)
Cash dividends paid (2,296) (2,041)
Payment on capital notes (1,760) (1,760)
-------------------------
Net cash used in
financing activities (18,869) (17,921)
-------------------------
Increase (Decrease) in cash and cash equivalents (2,504) 9,149
Cash and cash equivalents at beginning of the year 47,679 42,210
-------------------------
Cash and cash equivalents at end of period $45,175 $51,359
=========================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest on deposits and other borrowings $15,519 $11,748
Federal income taxes 2,350 2,935
The accompanying notes are an integral part of the consolidated financial
statements.
BT FINANCIAL CORPORATION AND AFFILIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. In the opinion of the management of BT Financial Corporation (BT or the
Corporation), the accompanying consolidated financial statements include
all normal recurring adjustments necessary for a fair presentation of
the financial position and results of operations of BT for the periods
presented. All significant intercompany transactions have been elimina-
ted in consolidation. Certain amounts have been reclassified for com-
parative purposes. The consolidated financial statements of BT include
the accounts of BT and its wholly-owned affiliates, Johnstown Bank and
Trust Company (Bank and Trust), Laurel Bank (Laurel), Fayette Bank
(Fayette), BT Management Trust Company (Trust Company) and Bedford
Associates, Inc. These statements should be read in conjunction with
the financial statements and the notes thereto included in BT's annual
report to the Securities and Exchange Commission on Form 10-K for the
year ended December 31, 1994. The results of operations for the six-
month period ended June 30, 1995 are not necessarily indicative of the
results which may be expected for the full year.
2. Tax provisions for interim financial statements are based on the esti-
mated effective tax rates for the full fiscal year. The estimated
effective tax rates differ from the statutory tax rate principally due
to tax-exempt interest income.
3. On August 24, 1994, the Board of Directors declared a 5% stock dividend,
payable October 14, 1994, to shareholders of record September 16, 1994.
BT transferred $5,102,104, representing 182,218 common shares at a
market value of $28.00 from retained earnings to surplus on the decla-
ration date. On October 14, 1994, $911,090 was transferred from surplus
to common stock, representing the $5.00 par value of the common shares
issued.
4. In May 1993 the FASB issued Statement 115, "Accounting for Certain
Investments in Debt and Equity Securities". Management adopted State-
ment 115 at December 31, 1993 and classified the entire security
portfolio as available for sale in order to effectively manage interest
rate risk. Securities available-for-sale are carried at fair value with
net unrealized holding gains or losses included in shareholders'
equity. Beginning in the second quarter of 1994 BT began to classify
certain securities as held-to-maturity. Securities are classified as
held-to-maturity when the Corporation has the positive intent and
ability to hold those securities to maturity. Securities held-to-
maturity are carried at amortized cost.
5. Allowance for credit losses -- The Corporation adopted FAS 114,
"Accounting by Creditors for Impairment of a Loan", on January 1, 1995.
Under the new standard, a loan is considered impaired, based on current
information and events, if it is probable that the Corporation will be
unable to collect the scheduled payments of principal or interest when
due according to the contractual terms of the loan agreement. The
measurement of impaired loans is generally based on the present value
of expected future cash flows discounted at the historical effective
interest rate, except that all collateral-dependent loans are measured
for impairment based on the fair value of the collateral. The adoption
of FAS 114 did not result in an additional provision for credit losses
as determined at January 1, 1995.
The adequacy of the allowance for credit losses is periodically evalu-
ated by the Corporation in order to maintain the allowance at a level
that is sufficient to absorb probable credit losses. Management's
evaluation of the adequacy of the allowance is based on a review of the
Corporation's historical loss experience, known and inherent risks in
the loan portfolio, including adverse circumstances that may affect the
ability of the borrower to repay interest and/or principal, the esti-
mated value of collateral, and an analysis of the levels and trends of
delinquencies, charge-offs, and the risk ratings of the various loan
categories.
At June 30, 1995, the recorded investment in loans for which impairment
has been recognized in accordance with FAS 114 totalled $1.4 million,
with a corresponding valuation allowance of $285,000. The Corporation
does not have any impaired loans for which there is not a related valu-
ation allowance.
For the quarter ended June 30, 1995, the average recorded investment in
impaired loans did not differ materially from the amount outstanding at
June 30, 1995. Activity in the allowance for loan losses related to
impaired loans was immaterial during the quarter ended June 30, 1995.
Income recognition on impaired and nonaccrual loans -- Loans, including
impaired loans, are generally classified as nonaccrual if they are past
due as to maturity or payment of principal or interest for a period of
more than 90 days, unless such loans are well-secured and in the process
of collection. Loans that are on a current payment status or past due
less than 90 days may also be classified as nonaccrual if repayment in
full of principal and/or interest is in doubt.
A loan remains on nonaccrual status until it becomes current as to
principal and interest or it is determined to be uncollectible and is
charged off against the reserve for loan losses.
While a loan is classified as nonaccrual and the future collectibility
of the recorded loan balance is doubtful, collections of interest and
principal are generally applied as a reduction to principal out-
standing. When the future collectibility of the recorded loan balance
is expected, interest income may be recognized on a cash basis.
At January 1, 1995, the Corporation did not have any loans meeting the
in-substance foreclosure criteria classified as other real estate owned.
6. On August 3, 1995, BT announced that it had reached an agreement in
principal with Huntington Bancshares West Virginia, Inc., a wholly owned
subsidiary of Huntington Bancshares Incorporated, to acquire
Huntington's wholly owned Pennsylvania bank subsidiary, Huntington
National Bank of Pennsylvania, for cash. The agreement is subject to
negotiation of a definitive acquisition agreement, completion of due
diligence, and regulatory approvals and other conditions.
According to the agreement, Huntington National Bank of Pennsylvania,
which is headquartered in Uniontown, Pennsylvania, will be merged into
Fayette Bank, a Uniontown-based affiliate of BT. The merger is
expected to be completed by December 31, 1995.
At June 30, 1995, Huntington National Bank of Pennsylvania had
approximately $108 million in assets. Post-merger, BT's assets will be
approximately $1.2 billion.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is Management's Discussion and Analysis of the material changes
in financial position between December 31, 1994 and June 30, 1995, and the
material changes in results of operations comparing the three and six month
periods ending June 30, 1995 with the respective results for the comparable
periods of 1994. The following should be read in conjunction with the
corporation's annual report on Form 10-K for the year ended December 31, 1994.
FINANCIAL REVIEW
----------------
Changes in Financial Position
Total loans outstanding, net of unearned interest, increased $8.8 million at
June 30, 1995, compared to year-end 1994, and $52.3 million compared to June
30, 1994. Loans generally provide higher yields than securities; therefore,
BT Financial Corporation (BT) continues to focus its efforts on generating
quality loan growth. The strongest growth was in commercial loans during the
first half of 1995 and in consumer loans when compared to June 30, 1994. BT
has achieved this growth while maintaining a high level of asset quality.
The level of non-performing loans (which includes nonaccrual and restructured
loans) was $3.4 million at June 30, 1995, and $4.0 million at December 31,
1994, compared to $4.7 million at June 30, 1994. Non-performing loans as a
percent of outstanding loans, net of unearned interest, were 0.46%, 0.54%, and
0.67% for the same periods, respectively. Total non-performing assets
increased slightly at June 30, 1995, compared to year-end 1994, but decreased
$837,000 compared to June 30, 1994. The increase is due to a commercial real
estate loan that was placed in other real estate owned during the second
quarter of 1995. The loan is well collateralized and no significant loss is
anticipated.
The following table provides information with respect to BT's past-due loans
and the components of its non-performing assets for the periods indicated.
June 30 December 31 June 30
(In thousands) 1995 1994 1994
-----------------------------------------------
Loans 90 days or more
past-due $ 592 $ 652 $ 640
===============================================
Restructured loans $ 662 $ 675 $ 688
Nonaccrual loans 2,784 3,313 4,008
-----------------------------------------------
Total non-performing
loans 3,446 3,988 4,696
Other real estate owned 711 90 298
-----------------------------------------------
Total non-performing
assets $4,157 $4,078 $4,994
===============================================
The reserve for loan losses was $7.1 million at June 30, 1995, compared to
$7.2 million at December 31, 1994, and June 30, 1994. The reserve was 2.06
times the amount of non-performing loans at June 30, 1995, compared to 1.81
and 1.53 times at December 31, 1994, and June 30, 1994, respectively. As a
percent of total outstanding loans, net of unearned interest, the reserve for
loan losses was 0.94% at June 30, 1995, 0.97% at December 31, 1994, and 1.03%
at June 30, 1994.
Securities, which consist primarily of U.S. Treasury and other U.S. Government
agencies, decreased $11.3 million compared to December 31, 1994 and $6.5
million compared to June 30, 1994. These decreases are due primarily to the
maturing and sales of various securities and the use of these funds to support
the recent growth in total loans outstanding. Money market investments were
relatively flat compared to year-end 1994 but decreased $6.3 million compared
to June 30, 1994.
Total deposits at June 30, 1995 increased $14.5 million and $19.3 million
compared to December 31, 1994 and June 30, 1994, respectively. The increase
in deposits was primarily in certificates of deposit. The increase in
certificates of deposit resulted from new deposits as well as some transfer of
funds from demand deposits and savings accounts. The increase in deposits
enabled BT to reduce the amount of its borrowed funds, as Federal funds
purchased and securities sold under agreements to repurchase decreased $30.3
million at June 30, 1995, compared to year-end 1994.
Results of Operations
A five percent stock dividend was distributed October 14, 1994, to
shareholders of record September 16, 1994. All per share data in the
following discussion has been restated to reflect the stock dividend. Net
income was $2.8 million, or $0.73 per share, for the second quarter of 1995,
an increase of $141,000, or $0.04 per share over the second quarter of 1994.
Net income for the six-months-ended June 30, 1995 was $5.4 million or $1.42
per share, an increase of $195,000, or $0.05 per share, from the same period
of 1994.
The annualized return on average assets for the first quarters of 1995 and
1994 was 1.02% and 1.00%, respectively. The annualized return on average
shareholders' equity was 11.91% for the second quarter of 1995 and 12.10% for
the second quarter of 1994. For the six-months-ended June 30, the return on
average assets was 0.99% in 1995 and 1994. The return on average
shareholders' equity for the six-months-ended June 30 was 11.85 and 11.74 in
1995 and 1994, respectively.
Fully taxable equivalent net interest income increased $281,000 and $238,000
for the quarter and the six-months-ended June 30, 1995. The increases are due
to higher levels of average earning assets, which increased $44.5 million and
$43.1 million for the quarter and six-months-ended June 30, 1995. These
increases were offset by a decline in the net interest margin. The margin
decreased 16 basis points to 4.69% in the first half of 1995, compared to
4.85% for the same period last year. The second quarter net interest margin
of 4.73% was down 11 basis points compared to the second quarter of 1994, but
was an improvement of 8 basis points over the margin of 4.65% for the first
quarter of 1995. Recent declines in market rates and the rates paid by
competitors is currently contributing to an improving margin. Both assets and
liabilities are currently repricing at higher rates, with that repricing being
more favorable to BT than in recent months.
The provision for loan losses increased $170,000 in the second quarter and
$143,000 for the six-months-ended June 30, 1995 as a result of management's
assessment of the provision necessary to maintain an adequate reserve against
potential future losses based upon current size and quality of the loan
portfolio. Net charge-offs were $349,000 in the second quarter of 1995 and
$607,000 in the six-months-ended June 30, 1995, compared to $217,000 and
$325,000 for the same periods in 1994.
Total other income decreased $33,000 in the first half of 1995, compared to
the first half of 1994 due to a decrease in security gains of $120,000. Trust
income increased $48,000 for 1995, primarily due to a greater volume of assets
under management. Fees for other services increased slightly and other income
decreased slightly compared to prior year totals. Total other income
increased $134,000 in the quarter ended June 30, 1995, compared to the same
period in 1994. Trust income and service fees increased primarily due to
greater volumes, while security gains increased primarily due to the sale of
various securities during the second quarter of 1995.
Total other expenses decreased $146,000 in the first half of 1995, compared to
the same period last year. Salaries and wages increased $218,000 for the
second quarter and $454,000 for the six-months ended June 30, 1995, due to
periodic merit increases. Employee benefit costs decreased $129,000 and
$472,000, for the same periods, due to reduced hospitalization premiums and
the reduction of self-funded reserves due to a change in BT's health care
insurance provider. Occupancy expense increased $18,000 and $38,000 and
equipment expense increased $51,000 and $76,000, for the quarter and six-
months-ended June 30, primarily due to greater depreciation expense. F.D.I.C.
insurance expense increased $45,000 for the quarter, and $88,000 year to date,
due to an increase in deposits over the same periods in 1994. Amortization of
intangible assets decreased $54,000 for the quarter, and $108,000 year to
date, due to the completed amortization of certain intangible assets in the
third quarter of 1994. Other operating expenses decreased $176,000 and
$222,000 for the quarter and six-months-ended June 30, 1995, primarily due to
one time acquisition related costs that occurred during the first quarter of
1994 and to continued expense control. Management continuously strives to
control operating expenses while providing the affiliates the support they
need to offer quality products and services to our customers. Various opera-
tions and service departments have been centralized at the holding company
level to improve the quality and efficiency of support services.
BT's effective tax rate was 32.3% and 31.4% for the second quarter and six-
months-ended June 30, 1995, respectively, compared to 31.5% and 32.3% for the
same periods in 1994.
<PAGE>
PART II
OTHER INFORMATION
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of BT Financial Corporation was held on Tuesday, May 9,
1995, in the Johnstown Bank and Trust Building, Johnstown, Pennsylvania. The
following directors were elected:
VOTES VOTES TERM
NAME FOR WITHHELD EXPIRES
-----------------------------------------------------------------------
Bruno
DeGol 3,214,319.0517 108,232.3224 1999
Louis G.
Galliker 3,172,199.3807 150,351.9934 1999
Gerald W.
Swatsworth 3,216,846.9135 105,704.4606 1999
Rowland H.
Tibbott, Jr. 3,218,053.2308 104,498.1433 1999
Robert G.
Salathe, Jr. 3,242,958.3105 79,593.0636 1997
ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - not applicable
(b) No reports on Form 8-K have been filed by the Registrant during the
quarter for which this report is filed.
<PAGE>
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.
BT FINANCIAL CORPORATION
August 11, 1995 /s/ John H. Anderson
Date __________________________ ______________________________
John H. Anderson, Chairman,
President and CEO
August 11, 1995 /s/ Mark L. Sollenberger
Date __________________________ _______________________________
Mark L. Sollenberger, Executive
Vice President and Treasurer
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 45,175
<INT-BEARING-DEPOSITS> 4,682
<FED-FUNDS-SOLD> 1,500
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 217,691
<INVESTMENTS-CARRYING> 42,170
<INVESTMENTS-MARKET> 42,901
<LOANS> 796,562
<ALLOWANCE> 7,090
<TOTAL-ASSETS> 1,100,611
<DEPOSITS> 962,744
<SHORT-TERM> 28,648
<LIABILITIES-OTHER> 4,671
<LONG-TERM> 8,160
<COMMON> 19,133
0
0
<OTHER-SE> 77,255
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<INTEREST-DEPOSIT> 15,402
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<INTEREST-INCOME-NET> 23,462
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<INCOME-PRETAX> 7,934
<INCOME-PRE-EXTRAORDINARY> 7,934
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<ALLOWANCE-CLOSE> 7,090
<ALLOWANCE-DOMESTIC> 7,090
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<ALLOWANCE-UNALLOCATED> 0
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