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 March 31, 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 0-13423
FNB Rochester Corp.
(Exact name of registrant as specified in its charter)
New York 16-1231984
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
35 State St., Rochester. New York 14614
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 546-3300
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 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.
Class Outstanding at May 5, 1997
Common stock, $1.00 par value 3,578,978
<PAGE>
INDEX
Page No.
Part I Financial Information
Condensed consolidated
balance sheets - March 31, 1997
and December 31, 1996 3-4
Condensed consolidated statements of
income for the three months ended
March 31, 1995 and 1996 5
Condensed consolidated statements of cash
flows for the three months ended March
31, 1997 and 1996 6-7
Notes to condensed consolidated financial
statements 8-10
Management's discussion and analysis of
financial condition and results of operations 11-14
Part II Other information 15-16
Index of Exhibits 17
<PAGE>
PART I - FINANCIAL INFORMATION
FNB ROCHESTER CORP. AND SUBSIDIARY
Condensed Consolidated Balance Sheets
(unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
_____ _____
<S> <C> <C>
Assets
Cash and due from banks $18,194 $20,060
Interest-bearing deposits with other banks 1,072 1,121
Federal funds sold 13,400 1,500
Securities available-for-sale, at fair 89,374 72,318
value
Securities held-to-maturity (fair value of
$28,464 in 1997 and $29,304 in 1996) 28,906 29,532
Loans:
Commercial 188,098 187,721
Mortgage 75,272 71,263
Home Equity 21,528 21,297
Consumer 22,897 23,153
______
Total loans 307,795 303,434
Net deferred loan fees 248 226
Allowance for loan losses (5,672) (5,696)
______ ______
Net loans 302,371 297,964
Premises and equipment, net 8,921 9,152
Accrued interest receivable 3,686 3,242
FHLB and FRB stock 1,655 1,516
Other assets 1,407 1,493
_____ _____
Total assets $468,986 $437,898
======= =======
(Continued)
</TABLE>
<PAGE>
FNB ROCHESTER CORP. AND SUBSIDIARY
Condensed Consolidated Balance Sheets (unaudited), continued
(in thousands except per share data)
<TABLE>
<CAPTION>
March 31, December
31,
1997 1996
____ ____
<S> <C> <C>
Liabilities and shareholders' equity
Deposits:
Demand:
Non-interest bearing $ 58,826 $ 56,111
Interest bearing - NOW 59,582 63,702
Savings and money market 82,004 81,018
Certificates of deposit:
Under $100,000 145,768 141,504
$100,000 and over 82,816 62,436
______ ______
Total deposits 428,996 404,771
Securities sold under agreement to
repurchase and short-term borrowings 1,370 786
Accrued interest payable and other 8,761 2,900
liabilities
Long-term debt 210 210
___ ___
Total liabilities 439,337 408,667
_______ ______
Shareholders' equity:
Common stock, $1 par value;
authorized 5,000,000 shares; issued
and outstanding 3,576,682 in 1997
3,577 3,571 and 3,571,063 in 1996
Additional paid in capital 13,100 13,035
Undivided profits 13,259 12,357
Unrealized net holding gain (loss)
on securities available-for-sale, (287) 268
net of taxes in 1996 --- ___
Total shareholders' equity 29,649 29,231
______ ______
Total liabilities and $468,986 $ 437,898
shareholders' equity ======= =======
See accompanying notes to condensed consolidated financial
statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FNB ROCHESTER CORP. AND SUBSIDIARY
Condensed Consolidated Statements of Income (unaudited)
(In thousands, except for share data)
Three months ended
March 31,
1997 1996
____ ____
<S> <C> <C>
Interest Income:
Interest and fees on loans:
Commercial $ 4,337 $ 4,014
Mortgage 1,357 946
Home equity 469 457
Consumer 497 424
___ ___
Total interest and fees on loans 6,660 5,841
Federal funds sold and time deposits 87 64
Securities 1,809 1,682
_____ _____
Total interest income 8,556 7,587
_____ _____
Interest expense:
Savings, NOW and money market accounts 745 740
Certificates of deposit 2,990 2,343
Short-term borrowings and other 20 53
__ __
Total interest expense 3,755 3,136
_____ _____
Net interest income 4,801 4,451
Provision for loan losses - -
_ _
Net interest income after provision
for loan losses 4,801 4,451
_____ _____
Non-interest income:
Service charges on deposit accounts 391 344
Credit card fees 193 152
Loan servicing fees 65 70
Other operating income 158 158
___ ___
Total non-interest income 807 724
___ ___
Non-interest expense:
Salaries and employee benefits 2,372 2,279
Occupancy 903 822
Marketing and public relations 137 150
Office supplies, printing and postage 151 150
Processing fees 269 264
Legal 57 63
Other 393 380
___ ___
Total non-interest expenses 4,282 4,108
_____ _____
Income before income taxes 1,326 1,067
Income tax expense 424 299
___ ___
Net income $ 902 $ 768
=== ===
Weighted average shares outstanding- 3,726,003 3,639,803
primary ========= =========
Net income per common share - $ .24 $ .21
primary === ===
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
<PAGE>
FNB ROCHESTER CORP. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows (unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
1997 1996
____ ____
<S> <C> <C>
Cash flows from operating activities:
Net income $ 902 $ 768
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 384 321
Amortization of goodwill - 79
Increase in mortgage loans (1,978) (587)
held-for-sale
(Increase) decrease in accrued interest (444) 211
receivable
Decrease in other assets 265 78
Increase in accrued interest payable 6,040 76
and other liabilities _____ __
Net cash provided by operating 5,169 946
activities _____ ___
Cash flows from investing activities:
Securities available-for-sale:
Purchase of securities (19,380) (4,662)
Proceeds from maturities 1,591 6,879
Securities held-to-maturity:
Purchase of securities (288) (157)
Proceeds from maturities 914 2,051
Loan origination and principal (2,429) (14,038)
collection, net
Capital expenditures, net (153) (1,345)
Increase in other assets - investing (140) (217)
___ ___
Net cash used by investing (19,885) (11,489)
activities ______ ______
Cash flows from financing activities:
Net decrease in demand, savings, NOW and
and money market accounts (419) (4,728)
Certificates of deposit accepted and 24,644 11,27
repaid, net
Decrease (increase) in short-term
borrowing and securities 584 (4,186)
sold under agreement to repurchase
Increase in long-term debt - 210
Payment of common stock dividend (179) -
Employee common stock purchase and
exercise
of option to purchase common stock 71 -
__ _
Net cash provided by financing 24,701 2,575
activities ______ _____
Increase (decrease) in cash and 9,985 (7,968)
cash equivalents
(Continued)
</TABLE>
<TABLE>
<CAPTION>
FNB ROCHESTER CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows (unaudited), continued
(in thousands)
Three months ended
March 31,
1997 1996
____ ____
<S> <C> <C>
Cash and cash equivalents at 21,681 23,923
beginning of year ______ ______
Cash and cash equivalents at end $ 31,666 $ 15,955
of period ====== ======
The Company paid cash during the three months ended March 31,
1997 and 1996 as follows:
Interest $ 3,543 $ 3,025
Taxes 201 -
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
<PAGE>
FNB ROCHESTER CORP. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)
(1) Summary of Significant Accounting Policies
Basis of Presentation
FNB Rochester Corp. (the Company) operates as a bank
holding company. Its only subsidiary is First National
Bank of Rochester (the Bank). The consolidated
financial statements include the accounts of the
Company and its wholly owned subsidiary, the Bank. All
material intercompany accounts and transactions have
been eliminated in the consolidation.
The financial information is prepared in conformity
with generally accepted accounting principles and such
principles are applied on a basis consistent with those
reflected in the December 31, 1996 Form 10-K Report of
the Company filed with the Securities and Exchange
Commission. The financial information included herein
has been prepared by management without audit by
independent certified public accountants. The
information furnished includes all adjustments and
accruals, solely of a normal recurring nature, that are
in the opinion of management necessary for a fair
presentation of results for the interim period ended
March 31, 1997. Amounts in prior periods' financial
statements are reclassified whenever necessary to
conform with current presentation.
(2) Allowance for Loan Losses
Changes in the allowance for loan losses for the three
months ended March 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1997 1996
____ ____
<S> <C> <C>
Balance at beginning of period $ 5,696 $ 5,776
Provisions (recovery for loan - -
losses)
Loans charged off (107) (44)
Recoveries on loans previously 83 71
charged-off __ __
Balance at end of period $ 5,672 $5,803
===== =====
</TABLE>
The principal balance of loans not accruing interest
totaled $1,524,000 and $1,896,000 at March 31, 1997 and
1996 respectively and $1,419,000 at December 31, 1996.
At March 31, 1997 and 1996, the recorded investment in
loans that are considered to be impaired totaled
$2,542,000 and $243,000, respectively. The average
recorded investments in impaired loans during the three
months ended March 31, 1997 and 1996 was approximately
$2,471,000 and $243,000, respectively. For the three
months ended March 31, 1997, the Company recognized
$54,000 in interest income on the impaired loans during
the period in which they were considered impaired. No
interest income was recognized on impaired loans in the
three-month period ended March 31, 1996.
(3) Income per Common Share
Per share data is based upon the weighted average
number of common shares and equivalents (stock options)
outstanding during the period. Fully diluted per share
data is not applicable. The weighted average number of
shares and equivalents outstanding during the period
ended March 31, 1997 and 1996 amounted to 3,726,003 and
3,639,803 respectively.
In February 1997, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting
Standards No. 128, Earnings Per Share (Statement 128).
Statement 128 supersedes APB Opinion No. 15, Earnings
Per Share (APB 15) and specifies the computation,
presentation, and disclosure requirements for earnings
per share (EPS) for entities with publicly held common
stock or potential common stock. Statement 128 was
issued to simplify the computation of EPS and to make
the U.S. standard more compatible with the EPS
standards of other countries and that of the
International Accounting Standards Committee. It
replaces the presentation of primary EPS with a
presentation of basic EPS and fully diluted EPS with
diluted EPS. It also requires the dual presentation of
basic and diluted EPS on the face of the income
statement for all entities with complex capital
structures and requires a reconciliation of the
numerator and denominator of the basic EPS computation
to the numerator and denominator of the diluted EPS
computation.
Basic EPS, unlike primary EPS, excludes dilution and is
computed by dividing income available to common
stockholders by the weighted-average number of common
shares outstanding for the period. Diluted EPS reflects
the potential dilution that could occur if securities
or other contracts to issue common stock were exercised
or converted into common stock or resulted in the
issuance of common stock that then shared in the
earnings of the entity. Diluted EPS is computed
similarly to fully diluted EPS under APB 15.
Statement 128 is effective for financial statements for
both interim and annual periods ending after December
15, 1997. Earlier application is not permitted. After
adoption, all prior-period EPS data presented shall be
restated to conform with Statement 128. Management has
determined that the adoption of this Statement will not
have a material impact on the Company's statement of
earnings per share.
(4) Stock Option Plans
The Company has incentive stock option plans under
which options to acquire 325,000 shares of its common
stock were available to grant to key employees and
options to acquire 25,000 shares of its common stock
were available to grant to directors. At March 31,
1997, options to purchase 317,600 shares were held by
grantees under the plan. The range of exercise prices
of the options is $5.63 to $12.75 per share with an
average exercise price of $7.30 per share. At March
31, 1997, options to acquire 243,100 shares were
exercisable. The remaining options become exercisable
at various times through December 1999. As of March
31, 1997 options to acquire 3,600 shares have been
exercised.
On January 1, 1996, the Company adopted SFAS No. 123,
Accounting for Stock-Based Compensation. As disclosed
in the Company's Form 10-K for the period ended
December 31, 1996, the adoption of SFAS No. 123 did not
have a material impact.
(5) Dividends
The Company declared a $.05 per share dividend on
common stock in December 1996 payable January 31, 1997
to shareholders of record January 15, 1997. The
dividend is the first dividend the Company has declared
since 1991.
FNB ROCHESTER CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis
of certain significant factors which have affected the
Company's financial position and operating results
during the periods included in the accompanying
condensed consolidated financial statements.
Management's discussion and analysis supplements
management's discussion and analysis for the year ended
December 31, 1996 contained in the Company's Form 10-K
for the period then ended and includes certain known
trends, events and uncertainties that are reasonably
expected to have a material effect on the Company's
Financial position or operating results.
Overview
Total assets increased $31 million, or 7.1% in the
first three months of 1997. Loans increased $4.4
million, or 1.4% as compared to December 31, 1996. The
loan growth has been primarily in residential
mortgages. Because of the reduced rate of growth in
demand for loans, the Company increased investments in
securities available-for-sale by $17.1 million, or
23.6%, over the amount at year end. Available-for-sale
securities that were accounted for at their trade dates
in March and that will be delivered to the Company in
April and May accounted for $5.8 million of the
increase in available-for-sale securities. Deposits
increased $24.2 million, or 6%, to $429 million as
compared to $404.8 million at December 31, 1996. $20.4
million of the increase was in certificates of deposit
of $100,000 or more and of that total $17.4 million was
in public fund certificates. $14 million of the public
fund increase was the result of an increase in one
municipal relationship. Other deposit increases from
December 31, 1996 were $2.7 million for demand,
$986,000 for Savings and Money Market, and $4.3 million
for certificates less than $100,000. NOW accounts
declined $4.1 million.
Net income for the three months ended March 31, 1997
increased $134,000, or 17.4%, to $902,000 from $768,000
for the same period in 1996. Income per share
increased to $.24, up $.03 in comparison to $.21 for
the three months ended March 31, 1996. The increase was
primarily due to an increase of $350,000, or 7.9%, in
net interest income. For the three-month period ended
March 31, 1997, non-interest income increased $83,000,
or 11.5%, and non-interest expense increased $174,000,
or 4.2%. 1997 non-interest expense showed increases in
salaries and employee benefits and occupancy.
Net Interest Income
Small business and residential mortgage lending
continues to provide much of the Company's loan growth.
The increase in net interest income in the period ended
March 31, 1997 as compared to the same period in 1996
is primarily the result of that increased lending
activity with offsetting interest expense from
increased certificate of deposit volumes. After
remaining relatively stable through the first nine
months of 1996 the net interest margin declined to
4.61% for the December 1996 quarter from 4.83% for the
September 1996 quarter and has further declined to
4.56% for the quarter ended March 31, 1997. The decline
in the margin is primarily due to the deposit mix with
its greater emphasis on higher interest rate
certificates of deposit and the increase in the
residential mortgage portfolio and securities
available-for-sale. The margin may continue to decline,
and will be more likely to do so, if loan demand
remains at current levels. Residential mortgages
typically have a lower interest rate than other types
of loans and the Company's securities investments
typically carry interest rates lower than loans.
Increased loan volume resulted in interest and fees on
loans increasing $819,000, or 14%, for the three-month
period ended March 31, 1997 as compared to the same
period in 1996. Interest and fee income increased
$1,027,000 because of increased volumes and declined
$208,000 due to rates.
Average commercial loans increased $18.7 million, or
11.1%, from the period ended March 31, 1996 to the
period ended March 31, 1997. The increased volume
contributed $433,000 to income, which was partially
offset by rate declines that reduced income by
$110,000. Average mortgage loans increased $23
million, or 45.7%. The increase in the mortgage
portfolio was primarily made up of 15 year fixed rate
mortgages. Increased mortgage volumes resulted in an
increase in interest income of $426,000 while lower
rates caused a $15,000 decline for a net increase of
$411,000. Average home equity loans and consumer loans
increased $5.3 million with an increase in income of
$85,000. Average securities increased $5.4 million and
income from those investments increased $127,000.
Interest expense increased $619,000, or 19.7%, for the
three-month period ended March 31, 1997 as compared to
the period ended March 31, 1996. The savings, NOW, and
money market categories have shown a modest decline and
the interest expense associated with those deposits is
relatively unchanged. Average balances for
certificates of deposit increased $45.7 million for the
three-month period and the Bank's deposit growth in
certificates of deposit resulted in $632,000
additional interest expense due to increased balances
and $15,000 because of increased rates.
Provision for Loan Losses
The Bank provides for loan losses by a charge to
current operations. The provision is based upon
discretionary adjustments which, in the opinion of
management, are necessary to bring the allowance to an
appropriate level considering the character of the loan
portfolio, current economic conditions, analyses of
specific loans, and historical loss experience.
The Bank had net charge-offs of $25,000 for the three-
month period ended March 31, 1997 as compared to net
recoveries of $27,000 for the same period in 1996. Net
charge-offs (recoveries) (annualized) as a percent of
average loans were .03% and (.04)% for the three months
ended March 31, 1997 and 1996. The ratios of the
allowance for possible loan losses as a percent of
period end loans for the comparable periods were 1.84%
and 2.16%, respectively. Non performing assets declined
$418,000, or 20.5% to $1,623,000 at March 31, 1997
from $2,041,000 at March 31, 1996. Management
undertakes a quarterly analysis to assess the adequacy
of the allowance for possible loan losses taking into
account non-performing and delinquent loans, internally
criticized loans, historical trends, economic factors,
and overall credit administration. Based on this
analysis, the allowance is considered adequate at March
31, 1997 to absorb anticipated losses. Management
believes that the inherent risk in the current
portfolio has already been provided for, and because of
credit standards that the Bank has implemented, new
loans are expected to be of high quality. However,
should the market or the economy change significantly,
some provision could be required in 1997.
Non-Interest Income and Non-Interest Expense
Non-interest income of $807,000 for the first three
months of 1997 represents an increase of $83,000, or
11.5%, from $724,000 for the comparable period in 1996.
The increase was primarily the result of increases in
service charges on deposit accounts and credit card
fees.
Non-interest expense was $4,282,000 for the first three
months of 1997 as compared to $4,108,000 for the
comparable period in 1996, an increase of $174,000, or
4.2%. The largest components of non-interest expense
for the three-month period ended March 31, 1997 were
salaries and employee benefits of $2,372,000 which
increased $93,000, or 4.1%, from $2,279,000 for the
same period in 1996 and occupancy which increased
$81,000, or 9.9%. Both increases were caused primarily
by expenses associated with new banking offices as well
as normal salary increases and promotions. While
operating expenses have continued to increase, the
Company's operating expense as a percent of average
assets is declining. The ratio has declined, from
5.18%, 4.28% and 4.02% for the years ended December 31,
1994, 1995 and 1996 respectively, to 3.84% for the
three-month period ended March 31, 1997. The ratio for
the three-month period ended March 31, 1996 was 4.23%.
Provision for Income Taxes
The provision for income tax was $424,000 for the
period ended March 31, 1997 as compared to $299,000 at
March 31, 1996. The Company's effective tax rates for
the periods were 32% and 28% for 1997 and and 1996
respectively. During both the periods ended March 31,
1997 and 1996 the Company reduced its effective tax
rate by recognizing deductible temporary differences
for which a valuation allowance had previously been
established.
Income taxes are accounted for under the asset and
liability method. Deferred tax assets and liabilities
are recognized for the future tax consequences
attributable to differences between the financial
statement carrying amounts of existing assets and
liabilities and their respective tax basis and
operating loss and tax credit carry forwards. Deferred
tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the
years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is
recognized in income for the period that includes the
enactment date.
The realization of deductible temporary differences
depends on the Company having sufficient taxable income
within the carry back period permitted by the tax law
to allow for utilization of deductible amounts. A
valuation allowance has been established for the
portion of the Company's net deductible temporary
differences which are not expected to be realized.
Capital Adequacy
Total shareholders' equity was $29,649,000 at March 31,
1997, which represents an increase of $418,000, or 1.4%
from $29,231,000 at December 31, 1996. Shareholders'
equity increased primarily as a result of $902,000 of
retained earnings offset by a decline of $555,000 from
a decrease in the market value of the available-for-
sale securities portfolio.
At March 31, 1997, the Company and its banking
subsidiary exceeded the minimum guidelines for Tier 1
and Total Risk-Based Capital of 4% and 8%,
respectively. The Company's ratios were 10.09% and
11.35% respectively, at March 31, 1997. Banking
organizations must also maintain a minimum Tier 1
Leverage Ratio of 3% of assets, while banking
organizations that are not top-rated according to
regulators' "Camel" ratings, must meet leverage ratios
of at least 100 basis points above the 3% standard. The
Company's Tier 1 Leverage Ratio at March 31, 1997 was
6.72%.
Liquidity
Liquidity measures the ability to meet maturing
obligations and existing commitments, to withstand
fluctuations in deposit levels, to fund operations, and
to provide for customers' credit needs. Management
carefully monitors its liquidity position and seeks to
maintain adequate liquidity to meet its needs. The
fundamental source of liquidity will continue to be
deposits. Available sources of asset liquidity include
short-term investments, loan repayments, and securities
held in the available-for-sale portfolio. Additionally,
the Bank has the ability to pledge securities to
secure short-term borrowing. The Bank is a member of
the Federal Home Loan Bank which provides an additional
source of funding.
The vast majority of the assets of the Company are
held by the Bank. Dividends and cash advances to the
Company from the Bank are subject to standard bank
regulatory constraints. An analysis of projected
expenses and cash flows indicates that the Company has
sufficient cash to meet its anticipated cash
obligations through 1997.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
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 on Form 8-K
a) Exhibits
<TABLE>
<CAPTION>
<S> <C>
Exhibit Incorporation by
Reference or page in
sequential numbering
where exhibit may be
found:
(3.1) Certificate of Exhibits 4.2-4.5 to
Incorporation as Registration Statement
amended, of the Registrant No. 33-7244, filed July
22, 1986
(3.2) Amendment to Exhibit 3 to Form 10-Q
Certificate of for period ended
Incorporation of Registrant June 30, 1992
dated August 6, 1992
(3.3) By-laws of the Exhibit 3.3 to Annual
Registrant, as Report on Form 10-K
amended for the year ended
December 31, 1992
(27) Financial Data Page 19
Schedule
</TABLE>
(b) Reports on Form 8-K:
None
<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.
FNB ROCHESTER CORP.
Date May 7, 1997 s\s Stacy C. Campbell
____________ _____________________
Stacy C. Campbell
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer
and Duly Authorized Officer)
<PAGE>
INDEX OF EXHIBITS
[S] [C]
Exhibit Incorporation by
Reference or page in
sequential numbering
where exhibit may be
found:
(3.1) Certificate of Exhibits 4.2-4.5 to
Incorporation as amended, of Registration Statement
the Registrant. No. 33-7244, filed July
22, 1986
(3.2) Amendment to Exhibit 3 to Form 10-Q
Certificate of Incorporation for period ended June 30,
of Registrant dated August 1992
6, 1992
(3.3) By-laws of the Exhibit 3.3 to Annual
Registrant, as amended. Report on Form 10-K for
the year ended December
31, 1992
(27) Financial Data Schedule Page 19
<PAGE>
Financial Data Schedules were filed electronically with the
Securities and Exchange Commission.
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 18,194
<INT-BEARING-DEPOSITS> 1,072
<FED-FUNDS-SOLD> 13,400
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 89,374
<INVESTMENTS-CARRYING> 28,906
<INVESTMENTS-MARKET> 28,464
<LOANS> 308,043
<ALLOWANCE> 5,672
<TOTAL-ASSETS> 468,986
<DEPOSITS> 428,996
<SHORT-TERM> 1,370
<LIABILITIES-OTHER> 8,761
<LONG-TERM> 210
0
0
<COMMON> 3,577
<OTHER-SE> 26,072
<TOTAL-LIABILITIES-AND-EQUITY> 468,986
<INTEREST-LOAN> 6,660
<INTEREST-INVEST> 1,809
<INTEREST-OTHER> 87
<INTEREST-TOTAL> 8,556
<INTEREST-DEPOSIT> 3,735
<INTEREST-EXPENSE> 3,755
<INTEREST-INCOME-NET> 4,801
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 4,282
<INCOME-PRETAX> 1,326
<INCOME-PRE-EXTRAORDINARY> 902
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 902
<EPS-PRIMARY> 0.24
<EPS-DILUTED> 0.24
<YIELD-ACTUAL> 4.56
<LOANS-NON> 1,524
<LOANS-PAST> 67
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 5,696
<CHARGE-OFFS> 107
<RECOVERIES> 83
<ALLOWANCE-CLOSE> 5,672
<ALLOWANCE-DOMESTIC> 5,672
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
