<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------------
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) THE SECURITIES EXCHANGE ACT
OF 1934 For quarter ended March 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period ..... to .....
Commission file number: 0-15624
-------
SECOND BANCORP, INCORPORATED
----------------------------
(exact name of registrant as specified in its charter)
Ohio 34-1547453
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
108 Main Ave. Warren, Ohio 44482-1311
-------------------------- ----------
(Address of principal executive offices) (Zip Code)
(216) 841-0123
--------------
Registrant's telephone number, including area code
Not applicable
--------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods 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 practical date.
Common Stock, without par value -- 2,678,533 shares outstanding as of April 30,
1996.
Page 1 of 13
<PAGE> 2
SECOND BANCORP, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
INDEX
Page
Number
PART 1. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements (unaudited)
Consolidated balance sheets -
March 31, 1996 and 1995 and December 31, 1995 ....................................... 3
Consolidated statements of income -
Three months ended March 31, 1996 and 1995 .......................................... 4
Consolidated statements of cash flows -
Three months ended March 31, 1996 and 1995 .......................................... 5
Consolidated statement of shareholders' equity -
Year ended December 31, 1995 and
three months ended March 31, 1996 ......................... 6
Notes to consolidated financial statements - March 31, 1996 .................................. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............. 8-9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.......................................... 10
Item 2. Changes in Securities ..................................... 10
Item 3. Defaults upon Senior Securities ........................... 10
Item 4. Submission of Matters to a Vote of Security
Holders.............................. 10
Item 5. Other Information.......................................... 10
Item 6. Exhibits and Reports on Form 8-K .......................... 10
SIGNATURES .......................................................................... 11
Statement 11 Re: Computation of Earnings Per Share .................................. 12
Schedule 27 ......................................................................... 13
</TABLE>
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<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
SECOND BANCORP, INCORPORATED AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
March 31 Dec. 31 March 31
1996 1995 1995
------------------------------------
ASSETS (unaudited) (*) (unaudited)
- --------- ------------------------------------
<S> <C> <C> <C>
Cash and Demand Balances Due from Banks $ 32,575 $ 29,461 $ 32,626
Federal Funds Sold 27,000 3,000 8,000
Securities:
Held-to-Maturity (market value $136,807 at March 31, 1995) 0 0 137,692
Available-for-Sale 218,255 236,534 85,921
--------- -------- ---------
Total Securities 218,255 236,534 223,613
Loans:
Commercial 274,978 269,248 247,582
Consumer 188,991 195,752 205,301
Real Estate 71,693 69,190 66,355
--------- -------- ---------
Total Loans 535,662 534,190 519,238
Reserve for Loan Losses 6,764 6,748 6,226
--------- -------- ---------
Net Loans 528,898 527,442 513,012
Premises and Equipment 7,450 7,276 5,597
Accrued Interest Receivable 5,206 5,028 4,972
Goodwill and Intangible Assets 4,349 4,565 5,315
Other Assets 22,309 20,606 23,946
--------- -------- ---------
Total Assets $ 846,042 $833,912 $ 817,081
========= ======== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Demand Deposits (non-interest bearing) $ 74,935 $ 78,906 $ 75,275
Insured Money Market and Interest
Checking Accounts 116,172 122,513 116,890
Savings Deposits 120,486 122,455 129,734
Time Deposits 360,180 333,977 316,159
--------- -------- ---------
Total Deposits 671,773 657,851 638,058
Federal Funds Purchased and Securities Sold Under
Agreements to Repurchase 80,753 86,942 101,202
Note Payable 5,000 5,000 5,000
Borrowed Funds 4,181 3,164 1,601
Federal Home Loan Bank Advances 12,230 7,396 7,662
Accrued Expenses and Other Liabilities 6,953 7,526 5,562
--------- -------- ---------
Total Liabilities 780,890 767,879 759,085
Shareholders' Equity:
Preferred Stock, no par value;
Series A: 1,500,000 shares authorized, 718,750 shares
issued and 603,141, 691,366 and 718,750 shares
outstanding, respectively 11,106 12,731 13,235
Series B: authorized 1,500,000 shares 0 0 0
Common Stock, no par value; 10,000,000
shares authorized and 2,676,299, 2,562,041 and
2,513,343 shares issued, respectively 16,121 14,155 13,223
Unrealized Holding (Losses) Gains (212) 2,248 (1,775)
Retained Earnings 38,137 36,899 33,313
--------- -------- ---------
Total Shareholders' Equity 65,152 66,033 57,996
--------- -------- ---------
Total Liabilities and
Shareholders' Equity $ 846,042 $833,912 $ 817,081
--------- -------- ---------
<FN>
(*) The balance sheet at December 31, 1995 has been derived from the audited
financial statements at that date.
</TABLE>
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<PAGE> 4
SECOND BANCORP, INCORPORATED AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
(Dollars in Thousands, Except Per Share Data) For the Three Months
Ended March 31
--------------
1996 1995
-------------------------------------
INTEREST INCOME
<S> <C> <C>
Loans (including fees):
Taxable $12,335 $11,554
Exempt from Federal Income Taxes 153 208
Investment Securities:
Taxable 3,020 2,906
Exempt from Federal Income Taxes 460 422
Federal Funds Sold 93 83
-------------------------------------
Total Interest Income 16,061 15,173
INTEREST EXPENSE
Deposits 6,642 5,671
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase 860 1,191
Note Payable 93 110
Other Borrowed Funds 35 52
Federal Home Loan Bank Advances 154 119
-------------------------------------
Total Interest Expense 7,784 7,143
-------------------------------------
NET INTEREST INCOME 8,277 8,030
Provision for Loan Losses 755 576
-------------------------------------
Net Interest Income after Provision
for Loan Losses 7,522 7,454
NON-INTEREST INCOME
Service Charges on Deposit Accounts 608 580
Trust Fees 584 550
Security (Losses) Gains 35 (55)
Other 569 432
-------------------------------------
Total Non-Interest Income 1,796 1,507
NON-INTEREST EXPENSE
Salaries and Employee Benefits 3,118 2,934
Net Occupancy 744 725
Professional Services 374 380
Equipment 369 337
Data Processing Services 273 281
Assessment on Deposits and Other Taxes 235 526
Amortization of Goodwill and Other Intangibles 216 250
Other 1,178 1,183
-------------------------------------
Total Non-Interest Expense 6,507 6,616
-------------------------------------
Income before Federal Income Taxes 2,811 2,345
Income Tax Expense 738 614
-------------------------------------
NET INCOME $2,073 $1,731
Preferred Stock Dividends (231) (269)
-------------------------------------
Net Income Applicable to Common Stock $1,842 $1,462
=====================================
Per Common Share Data:
Primary Earnings $0.69 $0.58
Fully Diluted Earnings $0.61 $0.52
Dividends Declared $0.22 $0.19
Weighted Average Number of
Primary Common Shares Outstanding 2,673,018 2,519,972
</TABLE>
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<PAGE> 5
SECOND BANCORP, INCORPORATED AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Unrealized
(Dollars in Thousands) Preferred Common Holding Retained
Stock Stock Losses Earnings Total
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1995 $13,235 $13,140 ($2,820) $32,328 $55,883
Net Income 7,565 7,565
Cash Dividends Declared
Common Stock (1,928) (1,928)
Preferred Stock (1,066) (1,066)
Issuance of Common Stock - Dividend
Reinvestment Plan 478 478
Exercise of Stock Options 33 33
Conversion of Preferred Stock to
Common Stock (504) 504 0
Adjustment to Unrealized Gains (Losses) on
Available-for-Sale securities, net of tax 5,068 5,068
-----------------------------------------------------------------------
Balance, December 31, 1995 12,731 14,155 2,248 36,899 66,033
Net Income 2,073 2,073
Cash Dividends Declared
Common Stock (604) (604)
Preferred Stock (231) (231)
Issuance of Common Stock - Dividend
Reinvestment Plan 162 162
Exercise of Stock Options 179 179
Conversion of Preferred Stock to
Common Stock (1,625) 1,625 0
Adjustment to Unrealized Gains (Losses) on
Available-for-Sale securities, net of tax (2,460) (2,460)
-----------------------------------------------------------------------
Balance, March 31, 1996 $11,106 $16,121 ($212) $38,137 $65,152
=======================================================================
</TABLE>
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<PAGE> 6
SECOND BANCORP, INC. and SUBSIDIARY
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended March 31
-----------------------------------
(Dollars in Thousands) 1996 1995
- ---------------------- ---- ----
OPERATING ACTIVITIES
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Net Income $2,073 $1,731
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Provision for Loan Losses 755 576
Provision for Depreciation 274 241
Provision for Amortization of Intangibles 216 250
Amortization of Investment Discount and Premium 78 146
Amortization of Time Deposits with Banks and Other
Interest Bearing Assets Discount and Premium 0 0
Deferred Income Taxes (21) (123)
Securities (Gains)Losses (35) 55
Other Gains, net (119) (78)
(Increase) in Interest Receivable (178) (144)
Increase in Interest Payable 150 608
Originations of Loans Held-for-Sale (2,013) (9,895)
Proceeds from Sale of Loans Held-for-Sale 2,130 4,170
(Increase) in Other Assets (415) (10,862)
(Decrease) Increase in Other Liabilities (723) 585
--------------------------------------
Net Cash Provided by (Used by) Operating Activities 2,172 (12,740)
INVESTING ACTIVITIES
- --------------------------------------------------------------------------------------------
Proceeds from Maturities of Securities - Held-to Maturity 0 2,746
Proceeds from Maturities of Securities - Available-for-Sale 28,330 1,302
Proceeds from Sales of Securities - Available-for-Sale 16,694 11,327
Purchases of Securities - Held-to-Maturity 0 (250)
Purchases of Securities - Available-for-Sale (30,515) (10,142)
Net (Increase)Decrease in Revolving Credit Receivables (484) 282
Net Increase in Loans (1,727) (8,313)
Net Increase in Premises and Equipment (446) (55)
--------------------------------------
Net Cash Provided by (Used by) Investing Activities 11,852 (3,103)
FINANCING ACTIVITIES
- --------------------------------------------------------------------------------------------
Net (Decrease) in Demand Deposits, Insured
Money Market and Interest Checking Accounts, and
Savings Deposits (12,281) (8,313)
Net Increase in Time Deposits 26,203 30,608
Net (Decrease) Increase in Federal Funds Purchased
and Securities Sold Under Agreements
to Repurchase (6,189) 6,444
Increase in Note Payable 0 0
Net Increase (Decrease) in Borrowings 1,017 (2,067)
Net Advances (Repayments) from Federal Home Loan Bank 4,834 (86)
Cash Dividends (835) (746)
Issuance of Common Stock 341 83
--------------------------------------
Net Cash Provided by Financing Activities 13,090 25,923
--------------------------------------
Increase in Cash and Cash Equivalents 27,114 10,080
--------------------------------------
Cash and Cash Equivalents at Beginning of Year 32,461 30,546
--------------------------------------
Cash and Cash Equivalents at End of Period $59,575 $40,626
======================================
</TABLE>
Supplementary Cash Flow Information:
Cash paid for 1) Federal Income taxes - $738,000, and $0 for the three months
ended March 31, 1996 and 1995, respectively and 2) Interest - $7,634,000 and
$7,143,000 for the three months ended March 31, 1996 and 1995, respectively.
-6-
<PAGE> 7
SECOND BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 1996
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 1996
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1996. Certain reclassifications have been made to amounts
previously reported in order to conform with current period presentations. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.
NOTE B - PER SHARE DATA
The per share data is based upon the weighted average number of shares,
including common stock equivalents, outstanding during the period, as restated
for the three for two stock split effective May 1, 1995.
NOTE C - PREFERRED STOCK REDEMPTION/CONVERSION
On April 26, 1996, the Company announced that it will exercise its right to
redeem all outstanding shares of the Comapny's $1.50 Cumulative Convertible
Preferred Stock, Series A-1 on June 25, 1996. The preferred stock, originally
issued in 1992, is redeemable for cash at the rate of $21.05 per share. Each
share is also convertible at the shareholders' option into 1.1177 shares of
Second Bancorp common stock any time prior to redemption. The Company also
announced that its board of directors has authorized the discretionary, open
market buy-back of up to 70,000 shares of the Company common stock.
-7-
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Second Bancorp, Incorporated, (the "Company") is a one-bank holding company
which owns The Second National Bank of Warren (the "Bank"), a Warren, Ohio based
commercial bank. Operating through twenty-six branches and one loan production
office, the Bank offers a wide range of commercial and consumer banking and
trust services primarily to business and individual customers in various
communities in a five county area in northeastern Ohio.
The Bank focuses its marketing efforts primarily on local independent and
professional firms and individuals who are the owners and principals of such
firms. The Bank has emphasized commercial lending and market area expansion.
FINANCIAL CONDITION
At March 31, 1996, the Company had consolidated total assets of $846 million,
deposits of $672 million and shareholders' equity of $65 million. Since March
31, 1995, total assets have grown by 3.5%. Loan growth remains strong with
commercial loans increasing by 11% from a year ago to approximately $275 million
at March 31, 1996, while total earning assets have increased by 4% and now total
$781 million or 92.3% of total assets, up from 91.8% of total assets a year ago.
To accommodate the demand for commercial lending , the Company deceased balances
in consumer loans and securities over the past year.
Funding growth has primarily been generated through time deposits. While
deposits have increased by 5% over the past year, time deposits have increased
by 14% to $360 million.
RESULTS OF OPERATIONS
GENERAL. The Company achieved net income of $2,073,000 for the first quarter of
1996, 20% higher than the $1,731,000 earned during the same period last year. On
a per share basis, as restated to reflect the three for two stock split of May
1, 1995, primary earnings for the quarter were $.69, up from the $.58 per share
reported for the first quarter of 1995. Fully diluted earnings per share were
$.61 for the first quarter of 1996, 17% greater than the $.52 per share reported
for the same period in 1995. Return on assets (ROA) and return on total
shareholders' equity (ROE) were 1.00% and 12.45% respectively for the first
quarter of 1996 compared to .87% and 12.15% for last year's first quarter.
NET INTEREST INCOME. The increase in net income for the first quarter of 1996
was in part due to a 3% increase in net interest income. Net interest income was
$8,277,000 for the first quarter of 1996 while net interest income for the same
period of 1995 was $8,030,000. The increase in net interest income for the first
quarter can be attributed to a 3.5% increase in average earning assets to
$771,255,000 for the most recent quarter offset partially by a slight decrease
in net interest margin from 4.48% for the first quarter of 1995 to 4.45% for the
latest quarter.
-8-
<PAGE> 9
NON-INTEREST INCOME. Non-interest income showed significant improvement over the
past year. For the first quarter of 1996, deposit service charge income
increased by $28,000, or 5%, over the first quarter of 1995 while other income
improved by 32% or $137,000 as the Company generated increased income from loan
sales, new income programs and a bank owned life insurance program used to
offset future benefit costs. Security sales for the quarter generated $35,000 in
income compared to sales that generated a $55,000 loss for the first quarter of
1995.
NON-INTEREST EXPENSE. First quarter 1996 expenses decreased by $109,000 or 1.6%
from 1995's first quarter. Increases in the categories of salaries and employee
benefits (6%), net occupancy (2.6%), and equipment (9.5%) were more than offset
by decreases in the remaining five categories. Assessments on deposits and other
taxes expense decreased by $291,000 or 55% from the first quarter of the prior
year due to the decline in the FDIC assessment rate for bank insured deposits.
Professional services expense decreased by $6,000, data processing expense was
lower by $8,000, amortization of goodwill and intangible assets was lower by
$34,000 and other expenses were down by $5,000.
ASSET QUALITY. The Company's asset quality position remained strong with its
reserve for loan losses standing at 1.26% of total loans at the end of the first
quarter and its non-performing loans representing only .70% of quarter-end
loans. This compares very favorably to the status of the same ratios at the end
of the first quarter of 1995. The reserve for loans losses was 1.20% of loans
and the non-performing loan ratio was 1.02% of loans as of March 31, 1995. The
Company's coverage ratio at the end of first quarter of 1996 was 181%,
substantially improved from the ratio of 118% as of March 31, 1995. Net
charge-offs averaged an annualized .55% of average loans for the quarter which
is increased from the level of .37% of average loans for the first quarter of
1995. The increase in net charge-offs is a result of an increase in consumer
loan delinquencies and resulting charge-offs.
LIQUIDITY AND CAPITAL RESOURCES. The Company provides funds for asset growth,
deposit withdrawals and other liability maturities through maturing securities,
payments made on loans, and through the acquisition of new deposits. The Company
also has the ability to borrow in excess of $20 million in overnight funds
through correspondent banks to satisfy short-term liquidity needs.
Shareholders' equity has increased by 11% over the past year, with retained
earnings increasing by 14.5%. Unrealized holding losses were $212,000 as of
March 31, 1996 which is an improvement of over the unrealized loss of $1,775,000
at March 31, 1995. The tier I leverage ratio was 7.25% as of March 31, 1996, up
from 6.71% as of the same date in 1995. Similarly, risk based capital ratio
increased from 10.63% as of March 31, 1996 to 11.60% as of the end of the most
recent quarter.
-9-
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS -
The Company is subject to various pending and threatened lawsuits in which
claims for monetary damages are asserted in the ordinary course of business.
While any litigation involves an element of uncertainty, in the opinion of
management, liabilities, if any, arising from such litigation or threat thereof
will not have a material impact on the financial position or results of
operations of the Company.
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) - (d) Second Bancorp, Incorporated's Annual Shareholders Meeting will
be held on May 14, 1996. The results of the votes on the matters
presented to shareholders will be reported in the June 30, 1996
Form 10-Q.
ITEM 5. OTHER INFORMATION - Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
The following exhibits are included herein:
(11) Statement re: computation of earnings per share
(27) Financial Data Schedule
The Corporation did not file any reports on Form 8-K during the three months
ended March 31, 1996.
-10-
<PAGE> 11
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.
SECOND BANCORP, INC.
Date: March 14, 1996 /s/ David L. Kellerman
-------------- -----------------------
David L. Kellerman, Treasurer
Signing on behalf of the
registrant and as principal
accounting officer and principal
financial officer.
-11-
<PAGE> 1
SECOND BANCORP, INCORPORATED AND SUBSIDIARY
STATEMENT 11 RE: COMPUTATION OF EARNINGS PER SHARE
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31
--------
1996 1995
---- ----
PRIMARY:
<S> <C> <C>
Average shares outstanding 2,647,074 2,511,707
Net effect of dilutive stock options -
based on the treasury stock method
using average market price 25,944 8,265
---------- ----------
2,673,018 2,519,972
Net income applicable to Common Stock $ 1,842 $ 1,462
Per share amount $ 0.69 $ 0.58
FULLY DILUTED:
Average shares outstanding 2,647,074 2,509,316
Net effect of dilutive stock options -
based on the treasury stock method
using average market price or period-
end market price, whichever is higher 25,944 8,508
Assumed conversion of $1.50 Preferred
Stock Series A-1 698,323 803,420
---------- ----------
3,371,341 3,321,243
Net income $ 2,073 $ 1,731
Per share amount $ 0.61 $ 0.52
</TABLE>
-12-
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000803112
<NAME> SECOND BANCORP INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 32,575
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 27,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 218,255
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 535,662
<ALLOWANCE> 6,764
<TOTAL-ASSETS> 846,042
<DEPOSITS> 671,773
<SHORT-TERM> 4,181
<LIABILITIES-OTHER> 6,953
<LONG-TERM> 17,230
<COMMON> 16,121
0
11,106
<OTHER-SE> 37,925
<TOTAL-LIABILITIES-AND-EQUITY> 846,042
<INTEREST-LOAN> 12,488
<INTEREST-INVEST> 3,480
<INTEREST-OTHER> 93
<INTEREST-TOTAL> 16,061
<INTEREST-DEPOSIT> 6,642
<INTEREST-EXPENSE> 7,784
<INTEREST-INCOME-NET> 8,277
<LOAN-LOSSES> 755
<SECURITIES-GAINS> 35
<EXPENSE-OTHER> 1,178
<INCOME-PRETAX> 2,811
<INCOME-PRE-EXTRAORDINARY> 2,811
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,073
<EPS-PRIMARY> .69
<EPS-DILUTED> .61
<YIELD-ACTUAL> 8.23
<LOANS-NON> 2,543
<LOANS-PAST> 1,032
<LOANS-TROUBLED> 434
<LOANS-PROBLEM> 10,561
<ALLOWANCE-OPEN> 6,748
<CHARGE-OFFS> 964
<RECOVERIES> 225
<ALLOWANCE-CLOSE> 6,764
<ALLOWANCE-DOMESTIC> 6,764
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>