United States
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
( X ) Quarterly report under Section 13 or 15 (d) of the
Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1999 or
-------------
( ) Transition report under Section 13 or 15 (d) of the
Exchange
Act
For the transition period from to
Commission file number 000 - 18561
UNITED SECURITY BANCORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Washington 91-1259511
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9506 North Newport Highway, Spokane, WA 99218-1200
(Address of Principal Executive Offices)
(509) 467-6949
(Registrant's Telephone Number, Including Area Code)
Check whether the issuer: (1) 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
The issuer has one class of capital stock, that being common stock.
On July 26, 1999, there were 6,939,511 shares of such stock
outstanding.
1
<PAGE> 2
UNITED SECURITY BANCORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 1999
Table of Contents
<TABLE>
<CAPTION>
Page
<S>
<C>
Part I Financial Information
Item 1. Financial Statements
Consolidated Statements of Condition - June 30, 1999
and December 31, 1998 . . . . . . . . . . . . . . .
3
Consolidated Statements of Income - Three Months and
Six
Months Ended June 30, 1999 and 1998 . . . . . . . .
4
Consolidated Condensed Statements of Cash Flows -
Six Months Ended June 30, 1999 and 1998 . . . . . .
5
Notes to Consolidated Financial Statements . . . .
6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . .
9-11
Item 3. Quantitative and Qualitative Disclosures About
Market Risk . . . . . . . . . . . . . . . . . . . .
12
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . .
12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
</TABLE>
2
<PAGE> 3 UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
<TABLE>
<CAPTION>
June 30,
December 31,
($ in thousands) 1999
1998
<S> <C> <C>
ASSETS
Cash and due from banks $ 18,635 $
24,437
Overnight interest bearing deposits with
other banks 2,793
12,166
Federal funds sold
485
--------- -------
- --
Cash and cash equivalents 21,428
37,088
Securities 57,656
87,350
Loans, net of allowance for loan losses of $3,996
in 1999 and $3,819 in 1998 395,608
359,532
Accrued interest receivable 4,825
4,565
Premises and equipment, net 11,908
12,145
Foreclosed real estate and other foreclosed
assets 1,472
1,245
Life insurance and salary continuation assets 3,588
3,438
Intangible assets 6,382
6,525
Other assets 1,227
1,249
--------- -------
- --
TOTAL ASSETS $ 504,094 $
513,137
=========
=========
LIABILITIES
Noninterest bearing - demand deposits $ 78,836 $
85,422
Interest bearing:
NOW and savings accounts 184,779
198,812
Time, $100,000 and over 55,210
53,195
Other time 110,024
115,499
--------- -------
- --
TOTAL DEPOSITS 428,849
452,928
Short-term borrowings 11,825
Capital lease obligations 701
712
Accrued interest payable 1,383
1,646
Other liabilities 2,656
3,640
--------- -------
- --
TOTAL LIABILITIES 445,414
458,926
STOCKHOLDERS' EQUITY
Common stock, no par, shares authorized
15,000,000; issued and outstanding 6,939,511
in 1999 and 6,928,522 in 1998 44,447
41,853
Retained earnings 14,749
12,162
Accumulated other comprehensive income, net of
tax (516)
196
--------- -------
- --
TOTAL STOCKHOLDERS' EQUITY 58,680
54,211
--------- -------
- --
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 504,094 $
513,137
=========
=========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share)
<TABLE>
<CAPTION>
Three Months Ended
Year-To-Date
June 30,
June 30,
1999 1998
1999 1998
<S> <C> <C> <C>
<C>
INTEREST INCOME
Interest and fees on loans and leases $ 9,758 $ 9,384
$19,057 $17,965
Interest on securities 909 1,406
2,122 2,957
Other interest income 86 43
186 260
------- ------- ----
- --- -------
TOTAL INTEREST INCOME 10,753 10,833
21,365 21,182
------- ------- ----
- --- -------
INTEREST EXPENSE
Interest on deposits 3,620 3,963
7,295 7,913
Interest on borrowings 192 307
231 535
------- ------- ----
- --- -------
TOTAL INTEREST EXPENSE 3,812 4,270
7,526 8,448
------- ------- ----
- --- -------
NET INTEREST INCOME 6,941 6,563
13,839 12,734
Provision for loan losses 250 (32)
517 188
------- ------- ----
- --- -------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 6,691 6,595
13,322 12,546
------- ------- ----
- --- -------
NONINTEREST INCOME
Fees and service charges 654 561
1,280 1,128
Insurance commissions 230 261
493 545
Securities gains/(losses) 24 39
66 87
Other 1,597 398
1,931 1,065
------- ------- ----
- --- -------
TOTAL NONINTEREST INCOME 2,505 1,259
3,770 2,825
------- ------- ----
- --- -------
NONINTEREST EXPENSE
Salaries and employee benefits 2,899 2,794
5,752 5,569
Occupancy expense, net 400 358
785 698
Equipment expense 349 385
682 741
Intangible amortization 95 100
189 209
Other operating expense 1,079 1,261
2,232 2,227
------- ------- ----
- --- -------
TOTAL NONINTEREST EXPENSE 4,822 4,898
9,640 9,444
------- ------- ----
- --- -------
INCOME BEFORE TAXES 4,374 2,956
7,452 5,927
INCOME TAX EXPENSE 1,449 958
2,448 1,853
------- ------- ----
- --- -------
NET INCOME $ 2,925 $ 1,998 $
5,004 $ 4,074
======= =======
======= =======
Basic earnings per common share $ .42 $ .29 $
.72 $ .59
Diluted earnings per common share $ .42 $ .28 $
.71 $ .58
Basic weighted average shares outstanding 6,939,511 6,898,768
6,935,344 6,897,856
Weighted average shares outstanding 7,025,893 7,070,322
7,028,815 7,066,250
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR-TO-DATE June 30, 1999 and 1998
($ in thousands)
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,004 $ 4,074
Provision for loan losses 517 188
Depreciation and amortization 459 448
(Increase)/decrease in assets and liabilities
Accrued interest receivable (260) (863)
Life insurance and salary continuation
assets (150) (431)
Other assets 165 170
Accrued interest payable (263) 166
Other liabilities (984) 218
------- -------
Net cash provided by operating activities 4,488 3,970
------- -------
Cash flows from investing activities:
Securities:
Maturities 29,541 21,576
Sales 9,902 12,603
Purchases (10,461) (13,211)
Net increase in loans (36,593) (36,886)
Sales of premises and equipment 947 717
Purchases of premises and equipment (1,169) (1,200)
Foreclosed real estate activity (227) 54
------- -------
Net cash change in investing activities (8,060) (16,347)
------- -------
Cash flows from financing activities:
Net change in deposits (24,079) (1,321)
Proceeds from short-term borrowings 11,825 2,355
Proceeds from notes payable 262
Principal payments on notes payable (1,059)
Principal payments on capital lease
obligations (11) (9)
Cash received from stock sales 194 181
Cash dividends and redemption of fractional
shares (17) (13)
------- -------
Net cash provided by financing activities (12,088) 396
------- -------
Net change in cash and cash equivalents (15,660) (11,981)
Cash and cash equivalents, beginning of year 37,088 41,926
------- -------
Cash and cash equivalents, end of quarter $21,428 $29,945
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
UNITED SECURITY BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. Management Statement
The consolidated financial statements include the accounts of
United Security Bancorporation and its wholly-owned subsidiaries
(USBN), United Security Bank, Home Security Bank, Bank of Pullman,
Grant National Bank, Bank of the West, and USB Insurance Agencies,
Inc. after eliminating all significant intercompany balances and
transactions. In the opinion of USBN, the accompanying
Consolidated Financial Statements present fairly the financial
position of USBN as of June 30, 1999 and December 31, 1998, and the
related statements of income and cash flows for the three and six
month period ended June 30, 1999 and 1998.
Certain reclassifications of 1998 balances have been made to
conform with the June 30, 1999 presentation; there was no impact on
net income, earnings per share or stockholders' equity. Also per
share amounts and weighted average shares outstanding have been
retroactively adjusted to reflect previously disclosed stock
dividends. Prior reported amounts have been restated to reflect
pooling of interests accounting for the Bank of the West (BOW) and
Grant National Bank (GNB) mergers. See Note 5 for further
information.
Effective January 1, 1999, USBN adopted Statement of Financial
Accounting Standards No. 134, "Accounting for Mortgage-Backed
Securities Retained After Securitization of Mortgage Loans Held for
Sale by a Mortgage Banking Enterprise". The Statement establishes
accounting and reporting standards for certain activities of
mortgage banking enterprises. Management believes that the
provisions of the statement will not have a material effect on its
financial condition or reported results of operations.
6
<PAGE> 7 UNITED SECURITY BANCORPORATION
NOTE 2. Securities
Most of the securities are classified as available-for-sale and are
stated at fair value, and unrealized holding gains and losses, net
of related deferred taxes, are reported as a separate component of
stockholders' equity. Gains or losses on available-for-sale
securities sales are reported as part of noninterest income based
on the net proceeds and the adjusted carrying amount of the
securities sold, using the specific identification method.
Carrying amount and fair values at June 30, 1999 and December 31,
1998 were as follows:
<TABLE>
<CAPTION>
June 30, 1999 December
31, 1998
Amortized Fair Financial Amortized
Fair Financial
($ in thousands) Cost Value Statements Cost
Value Statements
<S> <C> <C> <C> <C>
<C> <C>
Securities available-for-sale:
U.S. Treasury securities $ 2,804 $ 2,826 $ 2,826 $ 4,309
$4,401 $ 4,401 Obligations of federal government
agencies 16,066 15,743 15,743 26,314
26,443 26,443
Mortgage backed securities 14,398 14,298 14,298 27,949
27,993 27,993
Obligations of states, municipalities
and political subdivisions 8,395 8,472 8,472 2,061
2,103 2,103
Other securities 16,025 15,568 15,568 17,646
17,634 17,634
------- ------- ------- ------- --
- ---- ------
57,688 56,907 56,907 78,279
78,574 78,574
Securities held-to-maturity:
Obligations of states, municipalities
and political subdivisions 749 752 749 8,776
9,032 8,776
------- ------- ------- ------- ---
- ---- -------
Total $58,437 $57,659 $57,656 $87,055
$87,606 $87,350
======= ======= ======= =======
======= =======
</TABLE>
As of December 31, 1998 Bank of the West had $8,025,000 in
securities classified as held-to-maturity. When it merged with
USBN these securities were reclassified to available-for-sale. The
change is consistent with the classification and interest rate risk
policies for the other USBN subsidiary Banks.
NOTE 3. LOANS
Loan detail by category as of June 30, 1999 and December 31, 1998
were as follows:
<TABLE>
<CAPTION>
($ in thousands) June 30,
December 31,
1999
1998
<S> <C> <C>
Commercial and industrial $224,119
$199,798
Agricultural 70,661
57,511
Real estate mortgage 64,004
63,127
Real estate construction 14,459
14,170
Installment 19,604
20,364
Lease financing 2,750
3,546
Bank cards and other 4,817
5,603
-------- ------
- --
Total loans 400,414
364,119
Allowance for loan losses (3,996)
(3,819)
Deferred loan fees, net of deferred costs (810)
(768)
-------- ------
- --
Net loans $395,608
$359,532
========
========
</TABLE>
7
<PAGE> 8 UNITED SECURITY BANCORPORATION
NOTE 4. ALLOWANCE FOR LOAN LOSSES
The allowance for loan loss is maintained at levels considered
adequate by management to provide for possible loan losses. The
allowance is based on management's assessment of various factors
affecting the loan portfolio, including problem loans, business
conditions and loss experience, and an overall evaluation of the
quality of the underlying collateral. Changes in the allowance for
loan losses during the three and six months ended June 30, 1999 and
1998 were as follows:
<TABLE>
<CAPTION>
Three Months Ended Year-To-Date
June 30, June 30,
($ in thousands) 1999 1998 1999
1998
<S> <C> <C> <C>
<C>
Balance, beginning of period $3,781 $ 3,928 $ 3,819 $
3,869
Provision for loan losses 250 (32) 517
188
Loan charge-offs (173) (215) (505)
(421)
Loan recoveries 138 138 165
183
------ ------- ------- -
- ------
Balance, end of period $3,996 $3,819 $ 3,996 $
3,819
====== ======= =======
=======
</TABLE>
NOTE 5. Bank of the West (BOW) and Grant National Bank (GNB)
Mergers
On February 1, 1999 USBN completed its merger with BOW. As of
February 1, 1999 BOW had approximately $103 million in total
assets, $90 million in deposits, $68 million in loans, and $12
million in total equity. 1,749,300 USBN common shares were issued
to BOW shareholders for the merger. On July 20, 1998, USBN
completed its merger with GNB. As of July 20, 1998 GNB had
approximately $32 million in total assets, $29 million in deposits,
$22 million in loans, and $3 million in total equity. 468,270 USBN
common shares were issued to GNB shareholders for the merger. The
pooling of interests accounting method is being used for both of
these transactions, which includes restating prior reported amounts
to reflect the mergers with BOW and GNB. The effects of the
restatement on revenue, net income and stockholders' equity are
shown below:
<TABLE>
<CAPTION>
Three Months Ended Year-To-
Date
($ in thousands) June 30, 1998 June
30, 1998
<S> <C> <C>
Net interest income and noninterest income:
Original USBN amount reported $ 5,699 $11,323
BOW 1,599 3,193
GNB 524 1,043
------- -------
As Restated $ 7,822 $15,559
Net income: ======= =======
Original USBN amounts reported $ 1,415 $ 2,805
BOW 515 1,103
GNB 68 166
------- -------
As Restated $ 1,998 $ 4,074
======= =======
Stockholders' equity: December 31, 1998
Original USBN amounts reported $42,201
BOW 12,010
-------
As Restated $54,211
=======
</TABLE> 8
<PAGE> 9
UNITED SECURITY BANCORPORATION
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS
OF OPERATIONS
The following discussion contains a review of the results of
operations and financial condition for second quarter and year-to-
date results in 1999 and 1998. This information should be read in
conjunction with the financial statements and related notes
appearing in this report. The reader is assumed to have access to
USBN's Form 10-K for the year ended December 31, 1998, which
contains additional information.
This discussion may contain certain forward looking statements,
which are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements
are subject to certain risks and uncertainties that could cause
actual results to differ materially from those stated. Readers are
cautioned not to place undue reliance on those forward-looking
statements.
Overview
A performance summary and detailed discussion regarding the second
quarter and year-to-date results in 1999 and 1998 follow this
table.
UNITED SECURITY BANCORPORATION AND SUBSIDIARIES
PERFORMANCE SUMMARY
<TABLE>
<CAPTION>
Three Months Ended June 30, Year-To-
Date June 30,
%
%
($ in thousands) 1998 1997 Change 1999
1998 Change
<S> <C> <C> <C> <C>
<C> <C>
Interest income $10,753 $10,833 -.7% $21,365
$21,182 0.9%
Interest expense 3,812 4,270 -10.7% 7,526
8,448 -10.9%
------- ------- ----- ------- -
- ------ ------
Net interest income 6,941 6,563 5.8% 13,839
12,734 8.7%
Provision for loan losses 250 (32)-881.3% 517
188 175.0%
------- ------- ----- ------- -
- ------ ------
Net interest income after
provision for loan losses 6,691 6,595 1.5% 13,322
12,546 6.2%
Noninterest income 2,505 1,259 99.0% 3,770
2,825 33.5%
Noninterest expense 4,822 4,898 -1.6% 9,640
9,444 2.1%
------- ------- ----- ------- -
- ------ ------
Income before income taxes 4,374 2,956 48.0% 7,452
5,927 25.7%
Income taxes 1,449 958 51.3% 2,448
1,853 32.1%
------- ------- ----- ------- -
- ------ ------
Net income $ 2,925 $ 1,998 46.4% $ 5,004 $
4,074 22.8%
======= ======= ===== =======
======= ======
Basic earnings per common share $ .42 $ .29 44.8% $ .72 $
.59 22.0%
Diluted earnings per common share$ .42 $ .28 50.0% $ .71 $
.58 22.4%
</TABLE>
9
<PAGE> 10
UNITED SECURITY BANCORPORATION
Net Income
USBN reported an increase in net income to $5,004,000 for the first
six months of 1999 compared to $4,074,000 for the same period in
1998. Basic and diluted earnings per share were $.72 and $.71,
respectively in 1999. 1999 net income included a net gain of
$825,000 or $.12 per share from the sale of the Bank of the West
name. Net income for the three months ending June 30, 1999 was
$2,925,000, which compares to $1,998,000 for 1998. Diluted
earnings per share were $.42 for the three months ended June 30,
1999 compared to $.28 for 1998.
Net Interest Income
For the first half of 1999 net interest income grew 9% to
$13,839,000 compared to $12,734,000 in 1998. The increase is due
to a combination of growth in the net interest margin to average
earning assets from 5.86% to 6.13% and a 13% increase in average
loans. Average deposits grew from $417 million in 1998 to $434
million in 1999. Deposits declined since the end of the year
primarily due to seasonal fluctuation for each of the Banks. The
reduction in deposits and the funding of the loan growth was
accomplished primarily by reducing overnight cash investments and
liquid security investments.
Provision for Loan Losses
The allowance for loan losses is based on management's evaluation
of the loan portfolio. Based on management's review the allowance
was reduced during second quarter 1998.
Noninterest Income
Noninterest income increased by 34% to $3,770,000 in 1999. The
increase is due to a gain of $1,250,000 from the sale of the Bank
of the West name in second quarter 1999. During first quarter 1998
USBN recognized a $366,000 gain from the sale of a commercial real
estate property and also recognized a gain of $163,000 from the
sale of credit card relationships. Fees and service charges
increased 13% to $1,280,000 in 1999 due to core deposit activity.
Noninterest Expense
Noninterest expense increased by only 2% in 1999 to $9,640,000,
which was primarily due to normal growth, expansion and merger
related expenses. In second quarter 1999 noninterest expense
declined 2% to $4,822,000 from $4,898,000 for the same period in
1998.
10
<PAGE> 11
UNITED SECURITY BANCORPORATION
Year 2000 Issues
The Year 2000 Problem. The century date change creates a problem
because some computer programs and systems were designed to store
calendar years with only two numbers, rather than four numbers.
Computer programs and systems may recognize a date using "00" as
1900 rather than the Year 2000. The extent of the impact of this
Year 2000 problem is not yet known and could affect the global
economy and every organization. USBN is addressing these issues.
The Challenges faced by USBN. The Year 2000 problem is of concern
to USBN and other financial institutions because most financial
transactions including interest accruals and payments are date
sensitive. The Year 2000 problem could impact all automated
systems including automated teller machines, alarm systems, and
vaults. Some systems are more difficult to assess and repair.
USBN's State of Readiness. USBN is reviewing its automated systems
and business processes to identify and correct any date-related
problems that may arise with the change of the century at December
31, 1999. In September, 1998, USBN and the provider of USBN's
mainframe computer applications completed an installation and
upgrade of the mainframe operating systems to comply with changes
for the Year 2000. Testing of the new software is complete. USBN
also continues to review its PC hardware and software and its major
automated systems suppliers for Year 2000 compliance. A small
number of PCs and PC systems required upgrades, which has been
completed.
Third Party Concerns. USBN has numerous customers, vendors, and
third party service providers whose failure to address the Year
2000 problem may create significant business disruption and costs
to USBN. It is impossible for any one party to eliminate the risks
related to the Year 2000 problem. It is possible that USBN's
service could be disrupted through the loss of electric power,
phone service, or other reasons outside of USBN's control. USBN is
in contact with its outside providers of services on an ongoing
basis to evaluate their progress in addressing the Year 2000
problem.
The Banks are incorporating Year 2000 issues into their standards
of creditworthiness for new and renewed loans and are reviewing
significant existing borrowers for Year 2000 risk. Review in this
area will continue through 1999.
Estimated Costs. The cost of complying with the Year 2000 issues
is estimated to be $175,000 including staff time expenses. About
$160,000 of this amount has already been incurred.
USBN's Contingency Plans. USBN is in the process of developing and
implementing contingency plans to handle the most reasonably likely
worst case scenarios. Since these worst case scenarios are
difficult or even impossible to predict at this time, these
contingency plans are particularly challenging. USBN intends to
develop contingency plans that are reasonably necessary to address
the Year 2000 problem and to revise them as necessary on an ongoing
basis until the problem is confronted and resolved.
11
<PAGE> 12
UNITED SECURITY BANCORPORATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risks faced by Bank of the West are consistent with the
other USBN subsidiary Banks. There have been no material changes
in reported market risks faced by USBN since the end of the most
recent fiscal year end.
Part II
Other Information
Item 4. Submission of Matters to a Vote of Security Holders
(a) Annual meeting of shareholders was held on May 25, 1999.
(b) Proxies for the annual meeting were solicited pursuant to
Regulation 14 under the Act.
(c) Matters voted upon at the meeting:
<TABLE>
<CAPTION>
Election of Directors For Withheld
<S> <C> <C>
David C. Blankenship 4,872,715 29,495
William C. Dashiell 4,871,012 31,198
Wesley E. Colley 4,871,106 31,104
James Rand Elliott 4,873,926 28,284
Richard C. Emery 4,869,801 32,409
David E. Frame 4,873,926 28,284
Robert J. Gardner 4,872,715 29,495
Robert L. Golob 4,873,926 28,284
Norman V. McKibben 4,873,926 28,284
Buddy R. Sampson 4,872,715 29,495
Keith P. Sattler 4,873,091 29,119
Dann Simpson 4,873,926 28,284
Donald H. Swartz, II 4,873,926 28,284
Ronald Wachter 4,873,871 28,339
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None in second quarter 1999.
(b) Reports on Form 8-K during second quarter 1999
None in second quarter 1999.
12
<PAGE>
UNITED SECURITY BANCORPORATION
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 on July 26,
1999.
UNITED SECURITY BANCORPORATION
/s/ Richard C. Emery
-------------------------------
- ----
Richard C. Emery, President and
Chief Executive Officer
/s/ Chad Galloway
-------------------------------
- ---
Chad Galloway, Vice President
and
Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000726990
<NAME> UNITED SECURITY BANCORP
<MULTIPLIER> 1000
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1.00
<CASH> 18635
<INT-BEARING-DEPOSITS> 2793
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 56907
<INVESTMENTS-CARRYING> 749
<INVESTMENTS-MARKET> 752
<LOANS> 399604
<ALLOWANCE> 3996
<TOTAL-ASSETS> 504094
<DEPOSITS> 428849
<SHORT-TERM> 11825
<LIABILITIES-OTHER> 4039
<LONG-TERM> 701
0
0
<COMMON> 44447
<OTHER-SE> 14233
<TOTAL-LIABILITIES-AND-EQUITY> 504094
<INTEREST-LOAN> 19057
<INTEREST-INVEST> 2122
<INTEREST-OTHER> 186
<INTEREST-TOTAL> 21365
<INTEREST-DEPOSIT> 7295
<INTEREST-EXPENSE> 7526
<INTEREST-INCOME-NET> 13839
<LOAN-LOSSES> 517
<SECURITIES-GAINS> 66
<EXPENSE-OTHER> 9640
<INCOME-PRETAX> 7452
<INCOME-PRE-EXTRAORDINARY> 7452
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5004
<EPS-BASIC> .72
<EPS-DILUTED> .71
<YIELD-ACTUAL> 6.13
<LOANS-NON> 2395
<LOANS-PAST> 485
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3819
<CHARGE-OFFS> 505
<RECOVERIES> 165
<ALLOWANCE-CLOSE> 3996
<ALLOWANCE-DOMESTIC> 3996
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
