<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter ended March 31, 1996
--------------
Commission file number 0-14620
-------
Community Bankshares, Inc.
(Exact name of registrant as specified in its charter)
New Hampshire 02-0394439
------------- ----------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
43 North Main Street
Concord, New Hampshire 03301
----------------------------
(Address of principal executive offices)
(Zip Code)
(603) 224-1100
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---- ----
2,406,502 shares of Community Bankshares, Inc.'s Common Stock ($1.00 Par Value)
were outstanding as of March 31, 1996. Community Bankshares, Inc. has no other
classes of common stock.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements
--------------------
CONSOLIDATED STATEMENTS OF INCOME
COMMUNITY BANKSHARES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three Months
Ended March 31,
-----------------
1996 1995
----- ------
(Dollars in Thousands,
Except Share Data)
(Unaudited)
<S> <C> <C>
Interest and dividend income:
Loans.............................................. $ 7,679 $ 6,783
Securities available for sale...................... 1,084 1,050
Securities held to maturity........................ 715 829
Federal Home Loan Bank stock....................... 60 50
Fed funds sold and deposits in other banks......... 104 42
---------- ----------
Total interest and dividend income............... 9,642 8,754
---------- ----------
Interest expense:
Deposits........................................... 3,766 3,309
Borrowed funds..................................... 976 843
---------- ----------
Total interest expense........................... 4,742 4,152
---------- ----------
Net interest and dividend income..................... 4,900 4,602
Provision for possible loan losses................... 275 200
---------- ----------
Net interest and dividend income after
provision for possible loan losses............. 4,625 4,402
---------- ----------
Non-interest income:
Deposit account fees............................... 178 151
Gains on sales of investment securities, net....... 220 24
Gains on sales of loans, net....................... 196 101
Mortgage servicing income.......................... 210 132
Other.............................................. 114 113
---------- ----------
Total non-interest income........................ 918 521
---------- ----------
Non-interest expense:
Salaries and employee benefits..................... 1,945 1,730
Occupancy and equipment............................ 650 498
Foreclosed property................................ 25 (13)
FDIC deposit insurance premiums.................... 1 207
Marketing.......................................... 114 93
Other.............................................. 1,025 890
---------- ----------
Total non-interest expense....................... 3,760 3,405
---------- ----------
Income before income taxes........................... 1,783 1,518
Income tax expense................................... 629 491
---------- ----------
Net income......................................... $ 1,154 $ 1,027
========== ==========
Earnings per common and common equivalent share...... $ 0.47 $ 0.42
Average number of common and common
equivalent shares outstanding...................... 2,478,160 2,423,347
Dividends paid per share............................. $ 0.15 $ 0.13
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
CONSOLIDATED BALANCE SHEETS
COMMUNITY BANKSHARES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------ ------------
(Dollars in Thousands, Except
Share Data)
(Unaudited)
<S> <C> <C>
Assets
Cash and due from banks .............................................................. $ 20,794 $ 19,226
Interest-bearing deposits in other banks ............................................. 2,805 11,767
Fed funds sold ....................................................................... 4,000 200
---------- ----------
Total cash and cash equivalents ........................................... 27,599 31,193
---------- ----------
Securities available for sale--amortized cost $78,196 at March 31, 1996 and
$66,467 at December 31, 1995 ....................................................... 78,060 67,411
Securities held to maturity--fair value $44,972 at March 31, 1996 and
$47,760 at December 31, 1995 ....................................................... 45,069 47,525
Federal Home Loan Bank stock ......................................................... 4,547 4,411
Mortgage loans held for sale ......................................................... 3,914 2,940
Loans ................................................................................ 341,786 327,014
Allowance for possible loan losses ................................................... (3,766) (3,667)
---------- ----------
Net loans ................................................................. 338,020 323,347
---------- ----------
Premises and equipment ............................................................... 8,983 8,938
Real estate acquired by foreclosure .................................................. 349 566
Due from broker for security sale .................................................... -- 1,710
Accrued interest receivable .......................................................... 3,666 3,724
Other assets ......................................................................... 6,630 6,238
---------- ----------
Total assets .............................................................. $ 516,837 $ 498,003
========== ==========
Liabilities and Stockholders' Equity
Liabilities:
Deposits :
Non-interest bearing demand .................................................. $ 45,371 $ 39,969
Savings ...................................................................... 140,295 137,835
Time certificates ............................................................ 204,701 207,633
---------- ----------
Total deposits ............................................................ 390,367 385,437
Securities sold under agreements to repurchase ................................. 20,446 14,581
Other borrowed funds ........................................................... 63,323 56,355
Liability relating to ESOP ..................................................... 79 118
Accrued interest payable ....................................................... 1,450 1,517
Other liabilities .............................................................. 3,814 3,227
---------- ----------
Total liabilities ......................................................... 479,479 461,235
---------- ----------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1.00 par value per share; 1,000,000 shares authorized, none
issued ...................................................................... -- --
Common stock, $1.00 par value per share; 4,500,000 shares authorized;
issued and outstanding 2,416,157 at March 31, 1996 and
2,382,849 at December 31, 1995 .............................................. 2,416 2,383
Additional paid-in capital ..................................................... 22,059 21,784
Retained earnings .............................................................. 13,192 12,299
---------- ----------
37,667 36,466
Unrealized net gains (losses) on securities available for sale, net ............ (72) 578
Unearned compensation expense--ESOP ............................................ (79) (118)
Treasury stock (at cost)--9,655 shares at March 31, 1996
and at December 31, 1995 .................................................... (158) (158)
---------- ----------
Total stockholders' equity ................................................ 37,358 36,768
---------- ----------
Total liabilities and stockholders' equity ................................ $ 516,837 $ 498,003
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
COMMUNITY BANKSHARES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three Months
Ended March 31,
-----------------------
1996 1995
---------- ----------
(In Thousands)
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income ......................................................................... $ 1,154 $ 1,027
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Provision for possible loan losses ............................................... 275 200
Depreciation and amortization .................................................... 294 60
Gains on sales of investment securities, net ..................................... (220) (24)
(Gain) loss on sales of premises and equipment ................................... (9) --
Net (gains) losses on sales and loss provisions on real estate acquired by
foreclosure .................................................................... (6) (65)
Mortgage loans originated for sale ............................................... (14,450) (4,880)
Mortgage loans sold .............................................................. 13,476 5,831
(Increase) decrease in other assets .............................................. 1,806 127
Increase (decrease) in other liabilities ......................................... 520 (3,654)
-------- --------
Net cash provided by (used in) operating activities ............................ 2,840 (1,378)
-------- --------
Cash flows from investing activities:
Proceeds from sales of securities available for sale ............................... 13,334 5,797
Proceeds from maturities and principal payments of securities held to maturity ..... 8,388 347
Proceeds from maturities and principal payments of securities available for sale ... 9,461 277
Purchase of securities held to maturity ............................................ (6,999) (10,158)
Purchase of securities available for sale .......................................... (33,203) (2,428)
Purchase of FHLB stock ............................................................. (136) (978)
Net increase in loans .............................................................. (19,082) (20,321)
Proceeds from sales of automobile loans ............................................ 4,069 --
Proceeds from disposition of real estate acquired by foreclosure ................... 274 560
Proceeds from sales of premises and equipment ...................................... 16 --
Additions to premises and equipment ................................................ (327) (280)
-------- --------
Net cash provided by (used in) investing activities ............................ (24,205) (27,184)
-------- --------
Cash flows from financing activities:
Net increase (decrease) in time certificates of deposit ............................ (2,932) 6,617
Net increase (decrease) in demand, NOW, savings and money market deposit
accounts ......................................................................... 7,862 (4,929)
Proceeds from borrowings ........................................................... 31,130 46,596
Repayments of borrowings ........................................................... (18,297) (22,328)
Repayments of liability relating to ESOP ........................................... (39) (39)
Proceeds from issuance of common stock ............................................. 308 60
Purchase of treasury stock ......................................................... -- (68)
Dividends paid on common stock ..................................................... (261) (226)
-------- --------
Net cash provided by (used in) financing activities .............................. 17,771 25,683
-------- --------
Net increase (decrease) in cash and cash equivalents ............................. (3,594) (2,879)
Cash and cash equivalents at beginning of period ..................................... 31,193 15,410
-------- --------
Cash and cash equivalents at end of period ........................................... $ 27,599 $ 12,531
======== ========
Supplemental cash flow information:
Cash paid for:
Income taxes, net ................................................................ $ 487 $ 515
Interest ......................................................................... 4,809 4,291
Supplemental schedule of non-cash activities:
Additions to real estate acquired by foreclosure ................................... $ 51 $ 44
Change in net unrealized gains (losses) on securities available for sale, net ...... (650) 432
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
COMMUNITY BANKSHARES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 1996 and 1995
1. Basis of Presentation
---------------------
The unaudited consolidated financial statements of Community Bankshares, Inc.
and its wholly owned subsidiaries ("the Company"), Concord Savings Bank
("Concord"), and Concord's wholly owned subsidiary, Bancredit Corporation
("Bancredit"), and Centerpoint Bank ("Centerpoint") presented herein should be
read in conjunction with the consolidated financial statements of Community
Bankshares, Inc. and subsidiaries as of and for the year ended December 31,
1995. In the opinion of management, the unaudited financial statements reflect
all adjustments, consisting only of normal recurring adjustments, which are
necessary for a fair presentation. Interim results are not necessarily
indicative of results to be expected for the entire year.
2. Earnings Per Share
------------------
Earnings per share for the periods presented are based on the weighted average
number of common and common equivalent shares outstanding during each period.
3. Acquisition Consummation
-------------------------
On March 20, 1996, the Company completed its acquisition of Centerpoint Bank
through the issuance of 657,587 shares of common stock. The acquisition was
accounted for as a pooling-of-interests and, accordingly, the accounts and
results of operations of Centerpoint have been combined with that of the Company
for all periods presented.
The separate results of operations of the Company and Centerpoint for the three
months ended March 31, 1995 are presented below:
<TABLE>
<CAPTION>
Three Months Ended March 31, 1995
---------------------------------------------
Community
Bankshares, Centerpoint
Inc. Bank Combined
---------------------------------------------
(Dollars in Thousands Except Per Share Data)
(Unaudited)
<S> <C> <C> <C>
Interest income $7,357 $1,397 $8,754
Net income 864 163 1,027
Earnings per common and common
equivalent share $ 0.48 $ 0.28 $ 0.42
</TABLE>
4. Accounting Change
-----------------
On January 1, 1996, the Company adopted Statement of Financial Accounting
Standards (SFAS) FAS No. 123, "Accounting for Stock-Based Compensation." This
statement establishes a fair-value-based method of accounting for stock-based
compensation plans under which compensation cost is measured at the grant date
based on the value of the award and is recognized over the service period.
However, the statement allows a company to continue to measure compensation cost
for such plans under Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees." Under APB Opinion No. 25, no
compensation cost is recorded if, at the grant date, the exercise price of
options granted is equal to the fair market value of the Company's stock. The
Company has elected to continue to follow the accounting method under APB
Opinion No. 25. SFAS No. 123 requires companies that elect to continue to follow
the accounting in APB Opinion No. 25 to disclose in the notes to their financial
statements pro forma net income and earnings per share as if the fair-value-
based method of accounting had been applied. Based on activity for the three
months ended March 31, 1996 and 1995, net income and earnings per share would
not have been materially affected had the accounting method under SFAS No. 123
been applied.
5
<PAGE>
PAGE>
ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
- -------------
Financial Condition
- -------------------
On March 20, 1996, the Company completed its acquisition of Centerpoint Bank
through the issuance of 657,587 shares of common stock. The acquisition was
accounted for as a pooling-of-interests and, accordingly, the accounts and
results of operations for Centerpoint have been combined with that of the
Company for all periods presented.
At March 31, 1996, total assets amounted to $516,837,000, an increase of
$18,834,000, or 3.8%, from $498,003,000 at December 31, 1995. This growth in
assets was mostly in loans and was primarily funded with borrowed funds.
Total loans increased by $14,772,000, or 4.5%, from $327,014,000 at December 31,
1995 to $341,786,000 at March 31, 1996. During the quarter, commercial and
industrial loans grew by $7,042,000, residential mortgage loans grew by
$4,718,000 and indirect consumer loans grew by $4,408,000. The commercial loan
growth was primarily to small businesses in the manufacturing and service
industries as well as to professional associations. The growth in residential
mortgage loans was primarily in 15 year fixed rate mortgages from a limited,
special promotion offered by the Company during the quarter which were
originated for investment purposes. The increased levels of originations of
fixed rate loans for sale into the secondary market continued during the quarter
ended March 31, 1996 due to the lower market interest rate environment that
existed through most of the period. The indirect consumer loan growth resulted
primarily from holiday automobile promotions offered through dealers during the
quarter. The Company experienced this net growth in indirect consumer loans
despite of the sale of $4,069,000 in auto loans which took place in March of
1996.
Total investment securities amounted to $123,129,000, or 23.8% of total assets,
at March 31, 1996 compared to $114,936,000, or 23.1% of total assets, at
December 31, 1995. At March 31 1996, securities available for sale amounted to
$78,060,000, or 63.4% of total investment securities. Securities held to
maturity amounted to $45,069,000 and represented 36.6% of total investment
securities. The investment portfolio consists primarily of U.S. Treasury and
Agency securities, mortgage-backed securities guaranteed by Federal Home Loan
Mortgage Corporation (FHLMC) and Federal National Mortgage Association (FNMA),
and to a lesser extent other mortgage-backed securities, corporate bonds,
municipal investments and marketable equity securities.
Total deposits increased by $4,930,000 since December 31, 1995 and amounted to
$390,367,000 at March 31, 1996. Deposit growth during the quarter ended March
31, 1996 was primarily in non-interest bearing deposits and savings deposits
which increased by $5,402,000 and $2,460,000, respectively, since December 31,
1995. Growth in these two categories more than offset the decline in time
deposits which decreased by $2,932,000 during the quarter ended March 31 1996.
The increase in non-interest bearing deposits resulted from the Company's
continued growth in small commercial business relationships. The shift from
time certificates to savings deposits was primarily due to the lower market
rates offered on certificate accounts.
Funding loan growth was the primary reason for the increase in borrowed funds
from $70,936,000 at December 31, 1995 to $83,769,000 at December 31, 1995 which
represents an increase of 18.1%. The Bank's borrowed funds consist primarily of
Federal Home Loan Bank (FHLB) advances and, to a lesser extent, repurchase
agreements.
At March 31, 1996, the Company's stockholders' equity totaled $37,358,000,
resulting in an equity-to-assets ratio of 7.23%, a Tier 1 leverage ratio of
7.46% and a total risk-based capital ratio of 11.92%. The Company's capital
ratios
6
<PAGE>
exceed all published regulatory minimums. For further information on the capital
ratios of the Company and of Concord and Centerpoint, see the "Liquidity and
Capital Resources" section below.
Due to market conditions the Company's unrealized net gain (losses) on
securities available for sale, recorded net of applicable taxes as a component
of stockholders' equity, went from an unrealized net gain of $578,000 at
December 31, 1995 to an unrealized net loss of $72,000 at March 31, 1996.
Changes in the market values of securities available for sale will result in
increases or decreases in stockholder's equity.
Risk Elements
- -------------
At March 31, 1996, total non-performing assets amounted to $2,283,000, or 0.44%
of total assets compared to $2,523,000, or 0.51%, at December 31, 1995. The
decrease of $240,000 since December 31, 1995 was due to sales and resolutions of
non-performing assets exceeding new non-performing loans.
Non-performing assets consist of non-performing loans, impaired loans and loans
for which the accrual of interest has been stopped, and property or other assets
which have been acquired by foreclosure or repossession. Non-performing loans
decreased slightly to $1,544,000 at March 31, 1996 from $1,624,000 at December
31, 1995. Foreclosed property and repossessed autos and mobile homes decreased
from a total of $899,000 at December 31, 1995 to $739,000 at March 31, 1996. At
March 31, 1996, impaired loans, which are included in nonaccrual loans in the
table below, amounted to $601,000 as compared to $615,000 at December 31, 1995.
The following table summarizes non-performing assets and loans delinquent 90
days or more at the dates indicated.
<TABLE>
<CAPTION>
March 31, December 31, March 31,
1996 1995 1995
---------- ------------- ----------
<S> <C> <C> <C>
(In Thousands)
Non-accrual loans....................... $1,544 $1,624 $1,590
Restructured loans...................... -- -- 171
------ ------ ------
Total non-performing loans............ 1,544 1,624 1,761
------ ------ ------
Real estate acquired by foreclosure..... 349 566 807
Other assets acquired................... 390 333 412
------ ------ ------
Total assets acquired toward
satisfaction of debt................. 739 899 1,219
------ ------ ------
Total non-performing assets............. 2,283 2,523 2,980
Loans delinquent 90 days or more and
still accruing......................... 76 218 189
------ ------ ------
Total non-performing assets and loans
delinquent 90 days or more and still
accruing............................. $2,359 $2,741 $3,169
====== ====== ======
Total non-performing assets as a
percentage of total loans and assets
acquired toward satisfaction of debt.. 0.67% 0.77% 0.93%
</TABLE>
During the quarter ended March 31, 1996, the Company provided $275,000 into its
allowance for possible loan losses, bringing the allowance to $3,766,000 after
net charge-offs of $176,000. This action produced an allowance for possible
loan losses totaling 1.10% of total loans at March 31, 1996 which compares to
1.12% of total loans at December 31, 1995. At March 31, 1996, the allowance for
possible loan losses represented 243.9% of non-performing loans of $1,544,000
versus 225.8% of non-performing loans of $1,624,000 at December 31, 1995.
The allowance for possible loan losses is maintained at a level believed by
management to adequately meet reasonably foreseeable loan losses on the basis of
many factors including risk characteristics of the portfolio, underlying
collateral, current and anticipated economic conditions that may affect the
borrower's ability to pay, specific problem loans, trends in loan delinquencies,
loan charge-offs and loan growth. While management uses the best information
available to establish the allowance for possible loan losses, future additions
to the allowance may
7
<PAGE>
be necessary if economic conditions differ substantially from the assumptions
used in making the evaluation. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review Concord's and
Centerpoint's allowance for possible loan losses. Such agencies may require
Concord and Centerpoint to recognize additions to the allowance based on
judgments different from those of management.
Results of Operations for the Three Months Ended
------------------------------------------------
March 31, 1996 and 1995
-----------------------
Results of Operations
- ---------------------
The Company earned net income of $1,154,000, or $0.47 per share, for the quarter
ended March 31, 1996 compared to net income of $1,027,000, or $0.42 per share,
for the same quarter of the prior year. On March 20, 1996, the Company
completed its acquisition of Centerpoint Bank through the issuance of 657,587
shares of common stock. The acquisition was accounted for as a pooling-of-
interests and, accordingly, the accounts and results of operations for
Centerpoint have been combined with that of the Company for all periods
presented.
Average Balance Sheets and Net Interest and Dividend Income
- -----------------------------------------------------------
The following table sets forth certain information relating to the Company's
average balance sheets, including interest-earning assets, interest-bearing
liabilities and net interest income on a fully tax-equivalent basis for the
periods indicated:
<TABLE>
<CAPTION>
Three Months Ended March 31,
1996 1995
------------------------------ -----------------------------
Average Yield/ Average Yield/
Balance Interest Rate (6) Balance Interest Rate (6)
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
(Dollars in Thousands)
Assets:
Interest-earning assets:
Loans(1) ..................................... $337,727 $7,679 9.09 $308,759 $6,783 8.79
Investment and mortgage-backed
securities(2)(5) .......................... 119,958 1,864 6.22 122,499 1,942 6.34
Interest-bearing deposits in other
banks and fed funds sold........................... 7,416 104 5.61 2,857 42 5.88
-------- ------ -------- ------
Total interest-earning assets .................. 465,101 9,647 8.30 434,115 8,767 8.08
------ ------
Non interest-earning assets ....................... 32,882 25,705
Allowance for possible loan losses ................ (3,692) (3,577)
-------- --------
Total assets ................................... $494,291 $456,243
======== ========
Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
Deposits:
Savings ....................................... $137,046 $ 846 2.47% $146,068 $ 960 2.63%
Time certificates ............................. 206,909 2,920 5.64 189,866 2,349 4.95
-------- ------ -------- ------
Total deposits ............................ 343,955 3,766 4.38 335,934 3,309 3.94
Borrowed funds ............................ 70,653 976 5.53 56,577 843 5.96
-------- ------ -------- ------
Total interest-bearing liabilities........... 414,608 4,742 4.57 392,511 4,152 4.23
------ ------
Non interest-bearing demand deposits .............. 37,198 27,828
Other liabilities ................................. 4,909 3,207
-------- --------
Total liabilities ......................... 456,715 423,546
Stockholders' equity .............................. 37,576 32,697
-------- --------
Total liabilities and stockholders'
equity .................................. $494,291 $456,243
======== ========
Net interest income/interest rate
spread(3) ....................................... $4,905 3.73% $4,615 3.85%
........................... ====== ======
Net interest margin(4)............................... 4.22% 4.25%
</TABLE>
(1) Includes nonaccrual loans.
(2) Investment and mortgage-backed securities are shown at average amortized
cost.
(3) Interest rate spread is the average yield earned on total earning assets
less the average cost paid for interest-bearing liabilities.
(4) The net interest margin during the period equals net interest income divided
by average interest-earning assets for the period.
(5) Included in investment and mortgage-backed securities are average balances
of non-taxable securities amounting to $1,146,000 and $1,869,000,
respectively, and tax equivalent income of $19,000 and $41,000,
respectively, for the three months ended March 31, 1996 and 1995. Tax
equivalent income was calculated using an effective tax rate of 34%.
(6) Calculated on an annualized basis.
8
<PAGE>
Rate/Volume Analysis
- --------------------
The following table presents changes in interest and dividend income, interest
expense and net interest and dividend income which are attributable to changes
in the average amounts of interest-earning assets and interest-bearing
liabilities outstanding and/or to changes in rates earned or paid thereon. The
net changes attributable to both volume and rate have been allocated
proportionately.
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1996 vs. 1995
-------------------------
Increase (Decrease)
-------------------------
Due to Due to
Volume Rate Total
------- -------- ------
<S> <C> <C> <C>
(In Thousands)
Interest and dividend income:
Loans................................... $652 $ 244 $896
Investments............................. 31 (39) (8)
---- ----- ----
Total interest and dividend income........ 683 205 888
---- ----- ----
Interest expense:
Deposits................................ 81 376 457
Borrowed funds.......................... 197 (64) 133
---- ----- ----
Total interest expense.................... 278 312 590
---- ----- ----
Net interest and dividend income.......... $405 $(107) $298
==== ===== ====
</TABLE>
Interest Income
- ---------------
Total interest and dividend income for the quarter ended March 31, 1996 amounted
to $9,642,000, an increase of $888,000 over the same quarter of the prior year.
This increase was primarily due to an increase in average loans outstanding
during the first quarter of this year versus last year and, to a lesser extent,
due to a 30 basis point increase in yield. The increase in average loans
outstanding has been primarily in the higher yielding commercial and commercial
mortgage loans due to the Company's continued focus on serving small businesses
and professional associations.
Interest Expense
- ----------------
Interest expense on deposits for the quarter ended March 31, 1996 increased by
$457,000 versus the same quarter of the prior year due to a 44 basis point
increase in average cost coupled with an increase of $8,021,000 in average
interest-bearing deposits. The Company's deposit growth has been primarily in
the higher cost time certificates of deposit. This, coupled with increased
market interest rates paid on these deposits during the first quarter of this
year versus last year, has increased the Company's deposit interest costs.
The Company also used borrowed funds to fund its loan growth which resulted in
an increase of $14,076,000 in average outstanding borrowed funds for the current
quarter versus the same period of the prior year. This increase was the
primary cause of the increase of $133,000 in interest expense on borrowed funds
this year versus last year.
Provision for Possible Loan Losses
- ----------------------------------
The Company provided $275,000 into the allowance for possible loan losses for
the current quarter compared to a provision for possible loan losses of $200,000
for the comparable period of the prior year. The increase in the provision for
loan losses for the three months ended March 31, 1996 versus the same period of
1995 was primarily due to an increase in loans outstanding.
Non-Interest Income
- -------------------
Non-interest income for the quarter ended March 31, 1996 increased by $397,000
from the same quarter of last year. Each of the major non-interest income
categories increased this year versus last year primarily due to increased
business volumes.
9
<PAGE>
Increased transaction activity and numbers of accounts were the primary reasons
for the growth of $27,000 in deposit account fees this quarter when compared to
the same quarter of the prior year. Also, the Company revised its deposit
account fee schedule towards the end of the previous quarter.
Favorable market conditions during the quarter ended March 31, 1996 allowed the
Company to record $220,000 in security gains as compared to $24,000 during the
same quarter of the prior year.
Gains on the sale of loans increased by $95,000 for the quarter ended March 31,
1996 versus the same quarter of 1995 primarily due to an increase in mortgage
loans originated for sale into the secondary market. The increase in loans
originated for sale was primarily due to lower market rates this year versus
last year.
Loan servicing income increased this quarter over the same period of last year
by $78,000 primarily due to income related to the Company's purchase of mortgage
servicing rights which were transferred to the Company during August of 1995.
Non-Interest Expense
- --------------------
Non-interest expense for the quarter ended March 31, 1996 increased by $355,000
over the same quarter of the prior year. The increase in non-interest expense
was primarily due to continued investments made by the Company to expand its
business lines and product distribution system, increased marketing, as well as
normal increases related to salaries and benefits and other operating expenses.
Within the past year the Company has opened a full service office in Tilton, New
Hampshire and expanded its commercial and indirect consumer lending capacity.
The Company is planning to open two more offices during the year. Also included
in non-interest expense was some necessary duplicate costs resulting from the
Centerpoint acquisition. These costs are expected to be eliminated in future
periods.
Offsetting a portion of the increase in non-interest expense was a reduction in
FDIC deposit insurance premiums of $206,000 for the quarter ended March 31, 1996
versus the same quarter of the prior year. This reduction was due to
substantially lower premiums that the FDIC charges banks to insure deposits
which became effective June 1, 1995. The premiums were lowered after the Bank
Insurance Fund (BIF) met its congressionally mandated level during the month of
May 1995. The Company's subsidiary banks are currently subject to the minimum
premium level.
Income Taxes
- ------------
Income tax expense for the quarters ended March 31, 1996 and 1995 amounted to
$629,000 and $491,000, respectively, which resulted in effective tax rates of
35% and 32%, respectively. The lower effective tax rate for the prior fiscal
year was primarily the result of the Company reducing its valuation reserve on
its deferred tax asset by approximately $40,000.
Liquidity and Capital Resources
- -------------------------------
Liquidity is a measure of the Company's ability to meet its cash needs at a
reasonable cost. Cash needs arise primarily as a result of funding lending
opportunities, the maturity of liabilities such as borrowings and the withdrawal
of deposits. Asset liquidity is achieved through the management of earning
asset maturities, loan amortization, deposit growth, securities available for
sale and access to borrowed funds. As members, Concord and Centerpoint may
borrow from the Federal Home Loan Bank of Boston on a secured basis. Borrowing
usually requires the pledging of a bank's FHLB stock as well as certain
residential mortgage loans and investment securities. At March 31, 1996, the
Company's sources of liquidity included $78 million of investment securities
classified as "available for sale" and unused available borrowing capacity of
approximately $85 million at the Federal Home Loan Bank of Boston.
10
<PAGE>
The Holding Company's primary sources of liquidity are dividends from its
subsidiary banks and its cash balances. Dividends paid from the banks to the
Holding Company are limited to the extent necessary for the banks to comply with
regulatory capital guidelines.
The deposits of Concord and Centerpoint are insured by the Federal Deposit
Insurance Corporation which issues and enforces regulations designed to protect
the safety and soundness of insured institutions. At March 31, 1996, the
Company had equity capital of $37,358,000, resulting in an equity-to-assets
ratio of 7.23% and a Tier 1 leverage ratio of 7.46%. Stockholders' equity
includes $72,000 of net tax-effected unrealized security losses relative to
investment securities classified as available for sale.
The following table summarizes the Company's regulatory capital ratios as of
March 31, 1996.
<TABLE>
<CAPTION>
Required Actual
Regulatory Regulatory
Ratio Ratio
----------- -----------
<S> <C> <C>
Leverage.................. 4.00%-5.00% 7.46%
Risk-based:
Tier 1.................. 4.00 10.81
Total risk-based........ 8.00 11.92
The following table summarizes Concord's regulatory capital ratios as
of March 31, 1996.
<CAPTION>
Required Actual
Regulatory Regulatory
Ratio Ratio
----------- -----------
<S> <C> <C>
Leverage.................. 4.00%-5.00% 7.08%
Risk-based:
Tier 1.................. 4.00 10.37
Total risk-based........ 8.00 11.47
The following table summarizes Centerpoint's regulatory capital ratios as of
March 31, 1996.
<CAPTION>
Required Actual
Regulatory Regulatory
Ratio Ratio
----------- -----------
<S> <C> <C>
Leverage.................. 4.00%-5.00% 7.67%
Risk-based:
Tier 1................. 4.00 10.60
Total risk-based....... 8.00 11.75
</TABLE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
-----------------
The Company is not involved in any pending legal proceedings other than those
involved in the ordinary course of business. Management believes that the
resolution of these matters will not materially affect the business or the
consolidated financial condition or results of operations of the Company and its
subsidiaries.
11
<PAGE>
Item 2 - Changes in Securities
---------------------
Not applicable
Item 3 - Defaults Upon Senior Securities
-------------------------------
Not applicable
Item 4 - Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The annual meeting of the stockholders of the Company (the "Annual
Meeting") was held on January 25, 1996.
(b) Response not required.
(c) The following is a description of each of the matters voted on at
the Annual Meeting, including, as to each such matter, the number of votes cast
for, against or withheld and the number of abstentions and broker non-votes:
(i) Agreement and Plan of Merger. A proposal to approve and
adopt the Agreement and Plan of Merger dated August 29, 1995 by and between the
Company and Centerpoint Bank, and each of the transaction contemplated thereby,
was approved.
<TABLE>
<CAPTION>
For Against Abstained Broker Non-Votes
- ----------- ------- --------- ----------------
<S> <C> <C> <C>
1,191,504 71,108 3,714 220,166
</TABLE>
(ii) Amendment to Restated Articles of Incorporation. A proposal
to amend the Company's Restated Articles of Incorporation to change certain
stockholder voting requirements was approved.
<TABLE>
<CAPTION>
For Against Abstained Broker Non-Votes
- ----------- ------- --------- ----------------
<S> <C> <C> <C>
1,391,639 95,097 16,605 168,771
</TABLE>
(iii) Increased Number of Authorized Shares. A proposal to amend
the Company's Restated Articles of Incorporation to increase the authorized
Company Common Stock from 3,000,000 to 4,500,000 was approved.
<TABLE>
<CAPTION>
For Against Abstained
- ----------- --------- ---------
<S> <C> <C>
1,374,459 92,555 19,477
(iv) Election of Directors. Four nominees were elected as director of
the Company, each for a term of three years.
For Withheld
--------- ---------
Russell A. Holden 1,477,430 9,061
Lucia P. Kittredge 1,478,464 8,027
Seth A. Resnicoff 1,477,337 9,154
Katherine F. Tsouros 1,477,355 9,136
</TABLE>
(v) Ratification of Auditors. A proposal to ratify the
appointment of KPMG Peat Marwick LLP as the Company's auditors for the current
fiscal year was approved.
<TABLE>
<CAPTION>
For Against Abstained
----------- ------- ---------
<S> <C> <C>
1,467,074 5,055 14,363
</TABLE>
(vi) Adjournment of Annual Meeting. A proposal to adjourn the
Annual Meeting to permit further solicitation of proxies was approved.
<TABLE>
<CAPTION>
For Against Abstained
----------- ------- ---------
<S> <C> <C>
1,167,610 118,827 21,158
</TABLE>
d) Not applicable.
Item 5 - Other Information
-----------------
Not applicable
12
<PAGE>
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Method of Filing
- ----------------- --------------------------- -----------------------------
<S> <C> <C>
3.1 Restated Articles Incorporated by reference
of Incorporation of to Exhibit 3.1B to
Community Amendment No. 1 to
Bankshares, Inc. as Registration Statement on
currently in effect. Form S-1 (File No.
33-00125) the
"Registration Statement")
3.1(a) Statement of Incorporated by reference
Resolution to Exhibit 3.1(a) to
establishing series Annual Report on Form
of shares of 10-K for the year ended
Community June 30, 1991
Bankshares, Inc.
dated October 27,
1989
3.1(b) Articles of Filed herewith
Amendment to the
Restated Articles
of Incorporation of
Community
Bankshares, Inc.
3.2 By-laws of Incorporated by reference
Community to Quarterly Report on
Bankshares, Inc. as Form 10-Q for the quarter
currently in effect ended September 30, 1995
4.1 Loan Agreement Incorporated by reference
dated September 22, to Exhibit 4 to Annual
1986 between the Report on Form 10-K for
Savers Bank and the year ended June 30, 1986
Trustee of the
Concord Savings
Bank Employees
Stock Ownership
Plan, with related
Note and Pledge
Agreement
4.2 Amendment to Loan Incorporated by reference
Agreement between to Exhibit 4.2 to
the Savers Bank and Quarterly report on Form
the Trustee of the 10-Q for quarter ended
Concord Savings March 31, 1988
Bank Employee Stock
Ownership Plan,
dated January 25,
1988
4.3 Rights Agreement Incorporated by reference
between Community to Form 8-A filed
Bankshares, Inc. June 30, 1989
and the First
National Bank of
Boston
4.4 Community Incorporated by reference
Bankshares, Inc. to Form S-3
Dividend (File No. 33-87956)
Reinvestment
and Stock Dividend
Plan, dated
December 28, 1994
10.2(a) Concord Savings Incorporated by reference
Bank 1985 Stock to Exhibit 10.2 to
Option Plan, as Amendment No. 3 to
amended * Registration Statement
10.2(b) Amendment to said Incorporated by reference
Stock Option Plan to Exhibit 10.2(b) to
adopted Annual Report on Form 10-K
August 18, 1987 * for year ended
June 30, 1987
10.3 Concord Savings Incorporated by reference
Bank 1988 Stock to Exhibit A to Proxy
Option Plan * Statement for Annual
Meeting of Stockholders
held on October 20, 1988
10.4 Executive Incorporated by reference
Supplemental to Exhibit 10.8 to the
Retirement Quarterly Report on Form
Agreement with 10-Q for quarter ended
Douglas Crichfield * September 30, 1988
10.5 Form of Severance Incorporated by reference
Benefits Agreement to Exhibit 10.9 to Annual
with Douglas Report on Form 10-K for
Crichfield dated year ended June 30, 1989
August 1, 1988 *
10.5 (a) Amendment of Form Incorporated by reference
of Severance to Exhibit 10.9(a) to
Benefits Agreement Annual Report on Form 10-K
with Douglas for year ended June 30,
Crichfield dated 1989
April 19, 1989 *
10.6 Form of Severance Incorporated by reference
Benefits Agreement to Exhibit 10.10 to Annual
with Donna L. Bean * Report on Form 10-K for
year ended June 30, 1989
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Method of Filing
- ----------------- --------------------------- -----------------------------
<S> <C> <C>
10.7 Form of Severance Incorporated by reference
Benefits Agreement Exhibit 10.11 to Annual
with Gerald R. Report on Form 10-K for
Emery * year ended June 30, 1989
10.7(a) Amendment of Form Incorporated by reference
of Severance to Exhibit 10.7(a) to
Benefits Agreement Annual Report on Form 10-K
with Gerald R. for year ended June 30,
Emery dated 1993
December 30, 1992 *
10.8 Form of Severance Incorporated by reference
Benefits Agreement to Exhibit 10.12 to Annual
with David E. Report on Form 10-K for
Fuller * year ended June 30, 1989
10.9 Form of Severance Incorporated by reference
Benefits Agreement to Exhibit 10.13 to Annual
with Robert F. Howe Report on Form 10-K for
* year ended June 30, 1989
10.10 Form of Severance Incorporated by reference
Benefits Agreement to Exhibit 10.14 to Annual
with Richard E. Report on Form 10-K for
Kamp * year ended June 30, 1989
10.11 Form of Severance Incorporated by reference
Benefits Agreement to Exhibit 10.11 to Annual
with Paul M. Report on Form 10-K for
Ferguson * year ended June 30, 1991
10.11(a) Amendment of Form Incorporated by reference
of Severance to Exhibit 10.11(a) to
Agreement with Paul Annual Report on Form 10-K
M. Ferguson dated for year ended June 30, 1993
December 30, 1992 *
10.12 Form of Severance Incorporated by reference
Benefits Agreement to Exhibit 10.12 to Annual
with Charles E. Report on Form 10-K for
Gorhan * year ended June 30, 1991
10.13 Form of Severance Incorporated by reference
Benefits Agreement to Exhibit 10.13 to Annual
with Irving S. Report on Form 10-K for
Felladore * year ended June 30, 1991
10.14 Form of Severance Incorporated by reference
Benefits Agreement to Exhibit 10.14 to Annual
with Margaret A. Report on Form 10-K for
Flint * year ended June 30, 1991
10.15 Community Incorporated by reference
Bankshares, Inc. to Exhibit A to Proxy
1992 Stock Option Statement for Annual
Plan * Meeting of Stockholders
held on October 15, 1992
10.16 Agreement and Plan Incorporated by reference
of Merger by and to Annex A of the
between the Proxy Statement-Prospectus
Company and included in Registration
Centerpoint Bank, Statement on Form S-4
dated as of (File No. 33-63443)
August 28, 1995 (the "S-4 Registration
Statement")
10.17 Employment Incorporated by reference
Agreement between to the S-4 Registration
Centerpoint Bank Statement
and Philip Stone,
dated August 29,
1995. *
10.18 Employment Incorporated by reference
Agreement between to the S-4 Registration
Centerpoint Bank Statement
and Lucy T. Gobin,
dated August 29,
1995 *
10.19 Employment Incorporated by reference
Agreement between to the S-4 Registration
Centerpoint Bank Statement
and Joseph B.
Reilly, dated
August 29, 1995 *
10.20 Centerpoint Bank Incorporated by reference
1989 Stock Option to Exhibit 10.20 to
Plan * Transition Report on Form
10-K for the six months
ended December 31, 1995
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Method of Filing
- ----------------- --------------------------- -----------------------------
<S> <C> <C>
11 Statement re Filed herewith
computation of
Income per share
27 Financial Data Filed herewith
Schedule
* indicates management contract or compensatory plan
</TABLE>
(b) Reports on Form 8-K
The Company did not file any Reports on Form 8-K during the quarter ended March
31, 1996.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
<TABLE>
<CAPTION>
COMMUNITY BANKSHARES, INC.
<S> <C> <C>
Name Title Date
- -------------------------------------------------------------------------------
/s/ Douglas Crichfield President and Chief Executive Officer May 13, 1996
- ------------------------
Douglas Crichfield
/s/ Gerald R. Emery Treasurer and Chief Financial Officer May 13, 1996
- ------------------------
Gerald R. Emery (Principal Financial and Chief
Accounting Officer)
</TABLE>
16
<PAGE>
STATE OF NEW HAMPSHIRE
Filing fee: $35.00 Form No. 14
Use black print or type. RSA 293-A:10.06
Leave 1" margins both sides.
FILED
ARTICLES OF AMENDMENT Mar 14 1996
to the WILLIAM M. GARDNER
RESTATED ARTICLES OF INCORPORATION NEW HAMPSHIRE
SECRETARY OF STATE
PURSUANT TO THE PROVISIONS OF THE NEW HAMPSHIRE BUSINESS CORPORATION ACT, THE
UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS
RESTATED ARTICLES OF INCORPORATION:
FIRST: The name of the corporation is Community Bankshares, Inc.
------------------------------
- -------------------------------------------------------------------------
SECOND: The text of each amendment adopted is:
See Continuation Sheet Second.
THIRD: If the amendment provides for an exchange, reclassification, or
cancellation of issued shares the provisions for implementing the amendment(s)
if not contained in the above amendment are:
Not applicable
Amendment No. 1: January 25, 1996
FOURTH: The amendment(s) were adopted on (date) Amendment No. 2: February
--------------------------
(adjourned session)
15, 1996
[if more space is needed, attach additional sheet(s)]
(N. H. - 1330 - 7/14/93)
page 1 of 3
<PAGE>
ARTICLES OF AMENDMENT TO THE RESTATED Form No. 14
ARTICLES OF INCORPORATION (Cont.)
OF Community Bankshares, Inc.
----------------------------------
FIFTH: (check one)
A. The amendment(s) were adopted by the incorporators or board of
------ directors without shareholder action and shareholder action
was not required
B. X The amendment(s) were approved by the shareholders.
------ (Note 1)
<TABLE>
<CAPTION>
Number of votes
Designation Number of indisputably
(class or series) Number of votes entitled represented at
of voting group shares outstanding to be cast the meeting
- ----------------- ------------------ -------------- ---------------
<S> <C> <C> <C>
Amendment No. 1
- ---------------
Common Stock,
$1.00 par value 1,737,595 1,737,595 1,486,491
Amendment No. 2
- ---------------
Common Stock,
$1.00 par value 1,737,595 1,737,595 1,672,112
</TABLE>
<TABLE>
<CAPTION>
Designation Total number of
(class or series) Total number of votes cast: OR undisputed
of voting group FOR AGAINST -- votes cast FOR
- ----------------- --- ------- ---------------
<S> <C> <C> <C>
Amendment No. 1
- ---------------
Common Stock,
$1.00 par value 1,374,459 92,555
Amendment No. 2
- ---------------
Common Stock,
$1.00 par value 1,391,639 95,097
</TABLE>
page 2 of 3
<PAGE>
CONTINUATION SHEET SECOND
Amendment No. 1
- ---------------
ARTICLE FOURTH is amended by substituting the words "four million five hundred
thousand (4,500,000)" for the words "three million (3,000,000)".
Amendment No. 2
- ---------------
ARTICLE NINTH is amended by deleting Paragraph C in its entirety and
substituting the following therefor:
C. In addition to any vote required by law or these Articles of
Incorporation, the approval or authorization of (a) any merger, share exchange,
or consolidation of the corporation with or into any other entity, and (b) a
sale or disposition of all or substantially all of the assets of the corporation
shall require the affirmative vote of not less than two thirds of the
outstanding capital stock entitled to vote generally in the election of
directors of the corporation (the "Voting Securities"). The two-thirds vote
requirement set forth in the subsection (a) of the previous sentence shall not
apply to a merger, share exchange, or consolidation which would result in the
Voting Securities of the corporation outstanding immediately prior to the
transaction continuing to represent (either by remaining outstanding or by being
converted into or exchanged for voting securities of the surviving entity) more
than 60% of the Voting Securities of the corporation or such surviving entity
outstanding immediately after such merger, share exchange, or consolidation. The
term "surviving entity" shall mean (i) the entity that continues to exist
following a merger or a consolidation or (ii), with respect to a share exchange,
the entity that issues its securities in exchange for the outstanding securities
of another entity.
<PAGE>
ARTICLES OF AMENDMENT TO THE RESTATED Form No. 14
ARTICLES OF INCORPORATION (Cont.)
OF Community Bankshares, Inc.
-------------------------------------
SIXTH: The number cast for the amendment(s) by each voting group was
sufficient for approval by each voting group.
Dated March 14, 1996
-------------------
COMMUNITY BANKSHARES, INC. (Note 2)
----------------------------------
By /s/ Douglas Crichfield (Note 3)
--------------------------------
Signature of its President
---------------
Douglas Crichfield
-----------------------------------
Print or type name
Notes: 1: All sections under "B." must be completed. If any voting group is
entitled to vote separately, give respective information for each
----------
voting group. (See RSA 293-A:1.40 for definition of voting group.)
2: Exact corporate name of corporation adopting articles of amendment.
3. Signature and title of person signing for the corporation. Must be
signed by the chairman of the board of directors, president or
another officer; or see RSA 293-A:1.20(f) for alternative signatures.
Mail fee and ORIGINAL and ONE EXACT OR CONFORMED COPY TO: Secretary of State,
----------------------------------------
State House, Room 204, 107 North Main Street, Concord, NH 03301-4989
Page 3 of 3
<PAGE>
EXHIBIT 11
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
----------- -----------
<S> <C> <C>
Net income $1,154,000 $1,027,000
Primary average common and common
equivalent shares 2,478,160 2,423,347
Primary earnings per common and common
equivalent share $ 0.47 $ 0.42
Fully diluted average common and common
equivalent shares 2,478,267 2,429,833
Fully diluted earnings per common and
common equivalent share $ 0.47 $ 0.42
</TABLE>
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from Form 10-Q
for March 31, 1996 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 20,794
<INT-BEARING-DEPOSITS> 2,805
<FED-FUNDS-SOLD> 4,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 78,060
<INVESTMENTS-CARRYING> 45,069
<INVESTMENTS-MARKET> 44,972
<LOANS> 341,786
<ALLOWANCE> 3,766
<TOTAL-ASSETS> 516,837
<DEPOSITS> 390,367
<SHORT-TERM> 83,769
<LIABILITIES-OTHER> 5,343
<LONG-TERM> 0
0
0
<COMMON> 2,416
<OTHER-SE> 34,942
<TOTAL-LIABILITIES-AND-EQUITY> 516,837
<INTEREST-LOAN> 7,679
<INTEREST-INVEST> 1,799
<INTEREST-OTHER> 164
<INTEREST-TOTAL> 9,642
<INTEREST-DEPOSIT> 3,766
<INTEREST-EXPENSE> 4,742
<INTEREST-INCOME-NET> 4,900
<LOAN-LOSSES> 275
<SECURITIES-GAINS> 220
<EXPENSE-OTHER> 3,760
<INCOME-PRETAX> 1,783
<INCOME-PRE-EXTRAORDINARY> 1,783
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,154
<EPS-PRIMARY> 0.47
<EPS-DILUTED> 0.47
<YIELD-ACTUAL> 4.22
<LOANS-NON> 1,544
<LOANS-PAST> 76
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,667
<CHARGE-OFFS> 238
<RECOVERIES> 62
<ALLOWANCE-CLOSE> 3,766
<ALLOWANCE-DOMESTIC> 3,766
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
