<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 1997
0-20159
- --------------------------------------------------------------------------------
(Commission File Number)
CROGHAN BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1073048
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
323 Croghan Street, Fremont, Ohio 43420
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(419)-332-7301
- --------------------------------------------------------------------------------
(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 [ ]
634,526 Common shares were outstanding as of June 30, 1997.
This document contains 13 pages.
<PAGE> 2
CROGHAN BANCSHARES, INC.
Index
PART I. Page(s)
Item 1. Financial Statements 3 - 7
Item 2. Management's Discussion and Analysis 8 - 10
PART II.
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None except for Item 4(c) below
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders:
(a) The annual meeting of shareholders of Croghan Bancshares,
Inc. was held on May 13, 1997.
(b) Proxies were solicited pursuant to Regulation 14A of the
Securities Exchange Act of 1934. There was no solicitation in
opposition to management's nominees for Directors and all nominees
were elected.
(c) In addition to the election of directors, a proposal to amend the
Corporation's Amended Articles of Incorporation to eliminate the
preemptive right of shareholders to subscribe to issuances of
stock was voted upon at the meeting. The results of the matters
presented were as follows:
Directors For Withheld Abstain
--------- --- -------- -------
Janet E. Burkett 490,959 1,403 0
Thomas F. Hite 490,959 1,403 0
John P. Keller 484,955 7,407 0
Stephen A. Kemper 484,208 8,154 0
Daniel W. Lease 489,069 3,293 0
Robert H. Moyer 487,678 4,684 0
Albert C. Nichols 490,959 1,403 0
K. Brian Pugh 484,208 8,154 0
Clemens J. Szymanowski 489,569 2,793 0
J. Terrence Wolfe 490,959 1,403 0
Claude E. Young 490,959 1,403 0
Gary L. Zimmerman 487,679 4,683 0
For Withheld Abstain
Amend Articles --- -------- -------
to eliminate
preemptive right 441,411 23,342 14,757
(d) Not applicable.
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibit 3(i) - Amended Articles of Incorporation 12
Exhibit 27 - Financial Data Schedule 13
(b) None
Signatures 11
<PAGE> 3
CROGHAN BANCSHARES, INC.
Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
June 30 December 31
ASSETS 1997 1996
(Dollars in thousands, except par value)
<S> <C> <C>
CASH AND CASH EQUIVALENTS
Cash and due from banks $ 13,047 $ 11,543
Interest-bearing deposits in other banks -- 1
Federal funds sold -- 4,550
-------- --------
Total cash and cash equivalents 13,047 16,094
-------- --------
INVESTMENT SECURITIES
Available-for-sale, at market value 35,603 39,798
Held-to-maturity, at amortized cost, market value of $37,886 in 1997
and $36,716 in 1996 37,904 36,683
-------- --------
Total investment securities 73,507 76,481
-------- --------
LOANS 226,862 230,647
Less: Allowance for possible loan losses 3,621 3,368
-------- --------
Net Loans 223,241 227,279
-------- --------
BANK PREMISES AND EQUIPMENT, NET 7,888 7,769
ACCRUED INTEREST RECEIVABLE 2,609 2,580
INTANGIBLE ASSETS 8,991 9,310
OTHER ASSETS 778 655
-------- --------
TOTAL ASSETS $330,061 $340,168
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Demand, non-interest bearing $ 30,680 $ 31,575
Savings, including NOW and Money Market Deposit accounts 108,539 110,664
Time 152,008 153,071
-------- --------
Total deposits 291,227 295,310
Federal funds purchased and securities sold under repurchase agreements 1,898 6,039
Borrowed funds 3,875 6,563
Dividends payable 286 285
Accrued interest, taxes and other expenses 2,162 2,331
-------- --------
Total liabilities 299,448 310,528
-------- --------
STOCKHOLDERS' EQUITY
Common stock, $12.50 par value. Authorized 3,000,000 shares; issued and
outstanding 634,526 shares 7,932 7,932
Surplus 8,989 8,989
Retained earnings 13,654 12,622
Net unrealized holding gain (loss) on securities available-for-sale, net of
related income taxes 38 97
-------- --------
Total stockholders' equity 30,613 29,640
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $330,061 $340,168
======== ========
See notes to consolidated financial statements
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
CROGHAN BANCSHARES, INC.
Consolidated Statements of Operations (Unaudited)
Three months ended Six months ended
June 30 June 30
1997 1996 1997 1996
(Dollars in thousands, (Dollars in thousands,
except per share data) except per share data)
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 5,137 $ 3,543 $ 10,052 $ 7,062
Interest and dividends on investment securities:
U.S. Treasury securities 453 504 942 1,046
Obligations of U.S. Government agencies and corporations 476 276 898 581
Obligations of states and political subdivisions 164 114 329 234
Other securities 53 72 107 151
Interest on federal funds sold 62 34 145 43
-------- -------- -------- --------
Total interest income 6,345 4,543 12,473 9,117
-------- -------- -------- --------
INTEREST EXPENSE
Interest on deposits 2,652 1,808 5,324 3,656
Interest on other borrowings 116 62 254 135
-------- -------- -------- --------
Total interest expense 2,768 1,870 5,578 3,791
-------- -------- -------- --------
Net interest income 3,577 2,673 6,895 5,326
PROVISION FOR LOAN LOSSES 45 15 90 30
-------- -------- -------- --------
Net interest income after provision for loan losses 3,532 2,658 6,805 5,296
-------- -------- -------- --------
NON-INTEREST INCOME
Trust income 76 66 149 133
Service charges on deposit accounts 187 138 363 274
Gain (loss) on sale of investment securities (1) 2 (8) 18
Other operating income 124 123 264 211
-------- -------- -------- --------
Total non-interest income 386 329 768 636
-------- -------- -------- --------
NON-INTEREST EXPENSES
Salaries, wages and employee benefits 1,415 1,089 2,838 2,148
Net occupancy expense of bank premises 155 89 319 185
Amortization of goodwill and other intangible asset 159 -- 319 --
Other operating expenses 826 580 1,669 1,191
-------- -------- -------- --------
Total non-interest expenses 2,555 1,758 5,145 3,524
-------- -------- -------- --------
Income before federal income taxes 1,363 1,229 2,428 2,408
FEDERAL INCOME TAXES 463 384 825 751
-------- -------- -------- --------
NET INCOME $ 900 $ 845 $ 1,603 $ 1,657
======== ======== ======== ========
Net income per share, based on 634,526 shares $ 1.42 $ 1.33 $ 2.53 $ 2.61
======== ======== ======== ========
Dividends declared, based on 634,526 shares $ .45 $ .45 $ .90 $ .90
======== ======== ======== ========
See notes to consolidated financial statements.
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
CROGHAN BANCSHARES, INC.
Consolidated Statements of Cash Flows (Unaudited)
Six months ended
June 30
1997 1996
(Dollars in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,603 $ 1,657
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 522 172
Provision for loan losses 90 30
Deferred federal income taxes (31) 108
FHLB stock dividend (42) (28)
Net amortization of investment security premiums and discounts 39 42
Loss (gain) on sale of investment securities 8 (18)
Loss (gain) on sale of equipment -- 6
Decrease (increase) in accrued interest receivable (29) 184
Decrease (increase) in other assets (123) (126)
Increase (decrease) in accrued interest, taxes and other expenses (108) (142)
-------- --------
Net cash provided by operating activities 1,929 1,885
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investment securities:
Available-for-sale (10,480) (3,995)
Held-to-maturity (8,941) (1,302)
Proceeds from maturities of investment securities 18,341 12,018
Proceeds from sales of available-for-sale investment securities 3,994 4,014
Net decrease (increase) in loans 3,948 (3,841)
Capital expenditures (425) (181)
Proceeds from sale of equipment -- 2
-------- --------
Net cash provided by (used in) investing activities 6,437 6,715
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in total deposits (4,013) (2,156)
Increase (decrease) in federal funds purchased and securities sold under repurchase agreements (4,141) (2,866)
Increase (decrease) in borrowed funds (2,688) --
Cash dividends paid (571) (571)
-------- --------
Net cash provided by (used in) financing activities (11,413) (5,593)
-------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,047) 3,007
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 16,094 7,819
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 13,047 $ 10,826
======== ========
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
Interest $ 5,684 $ 3,892
======== ========
Federal income taxes $ 785 $ 736
======== ========
Transfer of loans to other real estate $ -- $ 78
======== ========
See notes to consolidated financial statements.
</TABLE>
<PAGE> 6
CROGHAN BANCSHARES, INC.
Notes to Consolidated Financial Statements
June 30, 1997
(Unaudited)
(1) Consolidated Financial Statements
The consolidated financial statements have been prepared by Croghan
Bancshares, Inc. (the "Corporation") without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the Corporation's financial
position, results of operations and cash flows have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted. The results of operations for the period
ended June 30, 1997 are not necessarily indicative of the operating results
for the full year 1997, or any future interim period.
The consolidated balance sheets include the assets and liabilities of Union
Bancshares Corp. ("Union") as discussed in Note (2). The consolidated
statements of operations and cash flows for the three and six-month periods
ended June 30, 1996 do not include the operations of Union since the
purchase took place on August 1, 1996.
(2) Acquisition of Union Bancshares Corp.
On August 1, 1996, the Corporation acquired all of the outstanding shares
of Union, the sole shareholder of The Union Bank and Savings Company, an
Ohio banking corporation, for $20,227,000 cash plus $73,000 in acquisition
costs pursuant to a Plan and Agreement of Reorganization dated February 15,
1996, and an Agreement of Merger dated March 27, 1996. The purchase price
was deemed representative of the fair market value of Union and was subject
to final adjustment based upon the results of an audit of Union's financial
statements as of July 31, 1996. The transaction was accounted for as a
purchase with Union's assets and liabilities stated at their fair values.
The fair values of the assets acquired totalled $102,276,000 and the fair
values of the liabilities assumed totalled $91,545,000. Goodwill arising
from the purchase of $9,569,000 is being amortized over a period of 15
years.
(3) FASB Statement No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities" (Statement 125), was
effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after December 31, 1996. Statement
125 is to be applied prospectively, retroactive application was not
permitted. The adoption of Statement 125 for transactions occurring after
December 31, 1996 has not had any impact on the Corporation's 1997
financial statements.
In February 1997, FASB Statement No. 128, "Earnings Per Share" (Statement
128) was issued. Statement 128 supersedes APB Opinion No. 15, "Earnings Per
Share" 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 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
<PAGE> 7
diluted EPS computation.
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. Since the Corporation does not have
a complex capital structure, adoption of Statement 128 is not expected to
have any impact on the computation of EPS.
<PAGE> 8
CROGHAN BANCSHARES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PERFORMANCE SUMMARY
Assets at June 30, 1997 totalled $330,061,000 compared to $340,168,000 at 1996
year end. Total deposits decreased to $291,227,000 from $295,310,000 at year end
and total loans decreased to $226,862,000 from $230,647,000 at year end.
Net income for the quarter ended June 30, 1997 was $900,000 or $1.42 per common
share compared to $845,000 or $1.33 per common share for the same period in
1996, and net income for the six-month period ended June 30, 1997 was $1,603,000
or $2.53 per common share compared to $1,657,000 or $2.61 per common share for
the same period in 1996. Operating results for 1997 include increases in the
provision for loan losses and the Corporation's effective federal income tax
rate (due primarily to the non-deductibility of goodwill amortization expense).
DEPOSITS, LOANS, INVESTMENT SECURITIES, AND STOCKHOLDERS' EQUITY
Total deposits at June 30, 1997 decreased $4,083,000 or 1.4 percent from 1996
year end. The liquid deposit category (demand, savings, NOW and money market
deposit accounts) decreased $3,020,000 while the time deposit category decreased
$1,063,000. Total loans decreased $3,785,000 or 1.6 percent from 1996 year end.
Total investment securities decreased $2,974,000 or 3.9 percent from 1996 year
end.
Stockholders' equity at June 30, 1997 increased to $30,613,000 or $48.25 book
value per common share compared to $29,640,000 or $46.71 book value per common
share at December 31, 1996. The balance in stockholders' equity at June 30, 1997
included a net unrealized holding gain on securities classified as
available-for-sale of $38,000 (net of deferred income taxes totalling $20,000).
At December 31, 1996, stockholders' equity included a net unrealized holding
gain on securities classified as available-for-sale of $97,000 (net of deferred
income taxes totalling $50,000). Consistent with the Corporation's quarterly
dividend policy, a dividend of $.45 per share was declared on June 10, 1997 to
be distributed on July 31, 1997.
NET INTEREST INCOME
Net interest income, which represents the excess revenue generated from earning
assets over the interest cost of funding those assets, increased $904,000 for
the quarter ended June 30, 1997 compared to the same period in 1996, and
increased $1,569,000 for the six-month period ended June 30, 1997 compared to
the same period in 1996. Net interest income for 1997 includes the operations of
the former Union Bancshares Corp., acquired on August 1, 1996, and thus the
comparability of the amounts presented is significantly affected. The net
interest yield (net interest income divided by average earning assets) was 4.72
percent for the quarter ended June 30, 1997 compared to 4.69 percent for the
same period in 1996, and was 4.53 percent for the six-month period ended June
30, 1997 compared to 4.67 percent for the same period in 1996.
PROVISION FOR LOAN LOSSES AND THE ALLOWANCE FOR POSSIBLE LOAN LOSSES
The following table details factors relating to the provision and allowance for
loan losses for the periods noted:
Six Months Ended Twelve Months Ended
June 30, December 31,
1997 1996
(Dollars in thousands)
Provision for loan losses charged
to expense $ 90 $ 160
<PAGE> 9
Net loan charge-offs (recoveries) (163) 117
Net loan charge-offs (recoveries) as a
percent of average outstanding net loans (.07%) .06%
Nonaccrual loans $ 311 $ 649
Loans past due 90 days or more 723 764
Restructured loans 459 471
Potential problem loans, other than those
past due 90 days or more, nonaccrual,
or restructured 1,526 1,738
Allowance for possible loan losses 3,621 3,368
Allowance for possible loan losses as a
percent of period-end loans 1.60% 1.46%
The provision for loan losses for the first six months of 1997 appearing in the
Consolidated Statements of Operations totalled $90,000. This provision compares
to $30,000 expensed during the same period in 1996. There were net loan
recoveries of $163,000 for the first six months of 1997 compared to net charge
offs of $66,000 during the same period in 1996.
Nonaccrual loans decreased from $649,000 at December 31, 1996 to $311,000 at
June 30, 1997. Loans past due 90 days or more at June 30, 1997 decreased by
$41,000 and other potential problem loans decreased $212,000 from December 31,
1996 figures. The asset quality trends will continue to be monitored throughout
1997 to ensure adequate provisions for loan losses are calculated and expensed.
The Corporation's allowance for possible loan losses as a percentage of
outstanding loans improved to 1.60 percent at June 30, 1997 compared to 1.46
percent at December 31, 1996.
It is the Corporation's policy to maintain the allowance for possible loan
losses at a level to provide for reasonably foreseeable losses. To accomplish
this objective, a loan review process is employed to facilitate the early
identification of problem loans and to ensure sound credit decisions. Management
considers the balance at June 30, 1997 to be adequate to provide for losses
inherent to the loan portfolio.
NON-INTEREST INCOME
Total non-interest income increased $57,000 or 17.3 percent for the quarter
ended June 30, 1997 compared to the same period in 1996, and increased $132,000
or 20.8 percent for the six-month period ended June 30, 1997 compared to the
same period in 1996. Non-interest income for 1997 includes the operations of the
former Union Bancshares Corp., acquired on August 1, 1996, and thus the
comparability of the amounts presented is significantly affected.
Included in non-interest income for the six months ended June 30, 1997 are
realized losses of $8,000 on the sale of investment securities that were
classified as available-for-sale. This compares to realized gains of $18,000 on
the sale of investment securities during the same period in 1996.
Trust department fee income increased $10,000 between comparable quarterly
periods and $16,000 between comparable six-month periods. Service charges on
deposit accounts increased $49,000 between comparable quarterly periods and
$89,000 between comparable six-month periods.
Other operating income increased $1,000 between comparable quarterly periods and
$53,000 between comparable six-month periods. Included in other operating income
for the first six months of 1997 are $82,000 in fees generated by the
Specialized Investments Division which markets products that are not FDIC
insured (e.g., mutual funds and annuities). This compares to $70,000 in fees
earned during the same period in 1996.
NON-INTEREST EXPENSES
Total non-interest expenses increased $797,000 or 45.3 percent for the quarter
<PAGE> 10
ended June 30, 1997 compared to the same period in 1996, and increased
$1,621,000 or 46.0 percent for the six-month period ended June 30, 1997 compared
to the same period in 1996. Non-interest expenses for 1997 include the
operations of the former Union Bancshares Corp., acquired on August 1, 1996, and
thus the comparability of the amounts presented is significantly affected.
Salaries, wages and employee benefits increased $326,000 between comparable
quarterly periods and $690,000 between comparable six-month periods. Net
occupancy expense of bank premises increased $66,000 between comparable
quarterly periods and $134,000 between comparable six-month periods.
Other operating expenses increased $246,000 between comparable quarterly periods
and $478,000 between comparable six-month periods. Goodwill amortization
associated with the August 1, 1996 purchase of Union Bancshares Corp. totalled
$159,000 for the quarter ended June 30, 1997 and $319,000 for the six-month
period ended June 30, 1997. There was no such amortization expense included in
results for the same periods in 1996.
FEDERAL INCOME TAX EXPENSE
Federal income tax expense increased $79,000 or 20.6 percent between comparable
quarterly periods, and $74,000 or 9.9 percent between comparable six-month
periods. The Corporation's effective tax rate for the six months ended June 30,
1997 increased to 34.0 percent compared to 31.2 percent for the same period in
1996. The increase in the effective tax rate for 1997 is attributable to the
inability to deduct the amortization of goodwill.
LIQUIDITY AND CAPITAL RESOURCES
Average federal funds sold positions of $4,454,000 and $5,254,000 were
maintained for the quarterly and six-month periods, respectively, ended June 30,
1997. Short-term borrowings of federal funds purchased and repurchase agreements
averaged $3,346,000 and $2,994,000 for the quarterly and six-month periods,
respectively.
Long-term borrowings due to the Federal Home Loan Bank in 1999 totalled
$1,000,000 at June 30, 1997. Borrowings from NBD Bank advanced to fund the
purchase of Union Bancshares Corp. totalled $2,875,000 at June 30, 1997. The NBD
loan is due on July 31, 1999 and is repayable in quarterly installments of
principal plus interest, with the principal payments based upon a ten-year
amortization schedule.
Capital expenditures for bank premises and equipment totalled $425,000 for the
six-month period ended June 30, 1997. This compares to $181,000 for same period
in 1996. Projected 1997 capital expenditures total $900,000 with a majority of
that amount budgeted for the purchase of new computer processing equipment. A
significant portion of the equipment is scheduled for delivery in July, with the
remainder of the equipment to be installed prior to the end of the year.
<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.
CROGHAN BANCSHARES, INC
-------------------------------
Registrant
Date: July 17, 1997 /s/ Thomas Hite
- ------------------------ -------------------------------
Thomas F. Hite, President
Date: July 17, 1997 /s/ Allan E. Mehlow
- ------------------------ -------------------------------
Allan E. Mehlow, Treasurer/
Principal Financial Officer
<PAGE> 1
EXHIBIT 3(i)
------------
Amended
ARTICLES OF INCORPORATION
of
CROGHAN BANCSHARES, INC.
FIRST, the name of said corporation shall be Croghan Bancshares, Inc.
SECOND, the place in Ohio where its principal office is to be located is 323
Croghan Street, Fremont, Sandusky County.
THIRD, the purposes for which it is formed are:
To engage in any lawful act or activity for which corporations may be formed
under sections 1701.01 to 1701.98, inclusive, of the Revised Code, including
borrowing from any source and performing all actions permitted under the Bank
Holding Company Act of 1956 as amended from time to time. (12 U.S.C. Sec.
1841, et seq.)
FOURTH, the number of shares which the corporation is authorized to have
outstanding is Three Million (3,000,000) shares of Common Stock having a Par
Value of $12.50 per share.
FIFTH, no holder of shares of this corporation shall have any preemptive right
to subscribe for or to purchase any shares of this corporation of any class
whether now or hereafter authorized.
SIXTH, the amount of stated capital with which the corporation shall begin
business is Six Hundred Dollars ($600.00).
SEVENTH, when authorized by the affirmative vote of a majority of the Board of
Directors, without the action or approval of the shareholders of this
corporation, this corporation may redeem, purchase, or contract to purchase, at
any time and from time to time, shares of any class issued by this corporation
for such prices and upon and subject to such terms and conditions as the Board
of Directors may determine.
EIGHTH, the shareholders of this corporation may not vote cumulatively in the
election of directors.
THESE Amended Articles of Incorporation take the place of and supersede the
existing Articles of Incorporation as heretofore amended.
IN WITNESS WHEREOF, the following officers, acting for and on behalf of the
corporation, have hereunto subscribed their names this 13th day of May, 1997.
/s/ Thomas Hite
------------------------------
Thomas F. Hite
President & CEO
S E A L
/s/ James K. Walter
------------------------------
James K. Walter
Secretary
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 13,047
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 35,603
<INVESTMENTS-CARRYING> 37,904
<INVESTMENTS-MARKET> 37,886
<LOANS> 226,862
<ALLOWANCE> 3,621
<TOTAL-ASSETS> 330,061
<DEPOSITS> 291,227
<SHORT-TERM> 1,898
<LIABILITIES-OTHER> 2,448
<LONG-TERM> 3,875
<COMMON> 7,932
0
0
<OTHER-SE> 22,681
<TOTAL-LIABILITIES-AND-EQUITY> 330,061
<INTEREST-LOAN> 10,052
<INTEREST-INVEST> 2,276
<INTEREST-OTHER> 145
<INTEREST-TOTAL> 12,473
<INTEREST-DEPOSIT> 5,324
<INTEREST-EXPENSE> 5,578
<INTEREST-INCOME-NET> 6,895
<LOAN-LOSSES> 90
<SECURITIES-GAINS> (8)
<EXPENSE-OTHER> 5,145
<INCOME-PRETAX> 2,428
<INCOME-PRE-EXTRAORDINARY> 1,603
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,603
<EPS-PRIMARY> 2.53
<EPS-DILUTED> 2.53
<YIELD-ACTUAL> 4.53
<LOANS-NON> 311
<LOANS-PAST> 723
<LOANS-TROUBLED> 459
<LOANS-PROBLEM> 1,526
<ALLOWANCE-OPEN> 3,368
<CHARGE-OFFS> 60
<RECOVERIES> 223
<ALLOWANCE-CLOSE> 3,621
<ALLOWANCE-DOMESTIC> 3,621
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
