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Previous: DIAMOND TECHNOLOGY PARTNERS INC, 10-Q, 1998-08-13 |
Next: SPECIALTY TELECONSTRUCTORS INC, PRE 14C, 1998-08-13 |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
XX Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
- -- 1934
For quarterly period ended June 30, 1998
Transition report under Section 13 or 15(d) of the Exchange Act
- --
For the transition period from to
Commission file number 0-24958
Potomac Bancshares, Inc.
(Exact Name of Small Business Issuer as Specified in Its Charter)
West Virginia 55-0732247
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
111 East Washington Street, Charles Town WV 25414-1071
(Address of Principal Executive Offices) (Zip Code)
304-725-8431
(Issuer's Telephone Number, Including Area Code)
NO CHANGE
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 XXX No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes No Not applicable
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 600,000 shares
Transitional Small Business Disclosure Format (check one):
Yes No XXX
--- ---
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
POTOMAC BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
(000 OMITTED)
<TABLE>
<CAPTION>
(Unaudited)
June 30 December 31
1998 1997
---------------- --------------
<S><C>
Assets:
Cash and due from banks $ 4,388 $ 4,518
Securities (fair value: June 30, 1998, $45,594;
December 31, 1997, $37,508) (Note 2) 45,529 37,444
Securities purchased under agreements to resell 7,800 8,600
Loans (Note 3) 79,024 78,213
Less reserve for loan losses (Note 4) (1,130) (1,139)
--------------- ------------
Net loans 77,894 77,074
Bank premises and equipment, net 1,210 1,202
Accrued interest receivable 1,159 1,009
Other assets 736 710
--------------- ------------
Total Assets $ 138,716 $ 130,557
=============== ============
Liabilities and Stockholders' Equity:
Liabilities:
Non-interest bearing deposits $ 15,342 $ 15,014
Interest bearing deposits 106,381 99,168
--------------- ------------
Total Deposits 121,723 114,182
Accrued interest payable 358 343
Other liabilities 829 734
--------------- ------------
Total Liabilities $ 122,910 $ 115,259
--------------- ------------
Stockholders' Equity:
Common stock par value $1.00 per share (5,000,000 shares
authorized, 600,000 shares issued and outstanding) $ 600 $ 600
Surplus 5,400 5,400
Accumulated other comprehensive income 25 6
Undivided profits 9,781 9,292
--------------- ------------
Total Stockholders' Equity 15,806 15,298
--------------- ------------
Total Liabilities and Stockholders' Equity $ 138,716 $ 130,557
=============== ============
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
POTOMAC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(000 omitted except for per share data)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended June 30 Ended June 30
------------------------ ----------------------
1998 1997 1998 1997
---- ---- ---- ----
<S><C>
Interest Income:
Interest and fees on loans $ 1,740 $ 1,743 $ 3,508 $ 3,458
Interest on investment securities
Taxable 489 416 889 812
Interest and dividends on securities available for sale
Taxable 173 186 359 370
Dividends 7 6 13 12
Interest on securities purchased under agreements
to resell 91 16 190 59
---------- ---------- ---------- ----------
Total Interest Income $ 2,500 $ 2,367 $ 4,959 $ 4,711
Interest Expense:
Interest on deposits $ 1,092 $ 893 $ 2,120 $ 1,774
Interest on federal funds purchased -- 5 -- 5
---------- ---------- ---------- ----------
Total Interest Expense $ 1,092 $ 898 $ 2,120 $ 1,779
---------- ---------- ---------- ----------
Net Interest Income $ 1,408 $ 1,469 $ 2,839 $ 2,932
Provision for Loan Losses 75 75 75 75
---------- ---------- ---------- ----------
Net Interest Income after
Provision for Loan Losses $ 1,333 $ 1,394 $ 2,764 $ 2,857
---------- ---------- ---------- ----------
Other Income:
Commissions and fees from fiduciary activities $ 143 $ 141 $ 286 $ 263
Service charges on deposit accounts 98 100 191 201
Fees for other customer services 45 46 82 87
Other operating income 7 8 15 24
---------- ---------- ---------- ----------
Total Other Income $ 293 $ 295 $ 574 $ 575
---------- ---------- ---------- ----------
Other Expenses:
Salaries and employee benefits $ 635 $ 605 $ 1,285 $ 1,202
Net occupancy expense of premises 48 44 93 91
Furniture and equipment expenses 82 81 166 167
Deposit insurance 3 3 7 6
Other operating expenses 297 271 533 541
---------- ---------- ---------- ----------
Total Other Expenses $ 1,065 $ 1,004 $ 2,084 $ 2,007
---------- ---------- ---------- ----------
Income before Income Tax Expense $ 561 $ 685 $ 1,254 $ 1,425
Income Tax Expense 207 247 465 520
---------- ---------- ---------- ----------
Net Income $ 354 $ 438 $ 789 $ 905
========== ========== ========== ==========
Earnings Per Share, basic and diluted $ .59 $ .73 $ 1.32 $ 1.51
========== ========== ========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
POTOMAC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(000 Omitted)
(Unaudited)
<TABLE>
<CAPTION>
Accumulated
Other
Common Capital Comprehensive Undivided Comprehensive
Stock Surplus Income Profits Income Total
----- ------- ------------- --------- ------------- -----
<S><C>
Balances, January 1, 1998 $ 600 $ 5,400 $ 9,292 $ 6 $ 15,298
Comprehensive income
Net income -- -- $ 789 789 -- 789
Other comprehensive income,
net of tax
Change in unrealized
gain (loss) on
securities -- -- 19 -- 19 19
---------
Comprehensive income $ 808
=========
Cash dividends -- -- (300) -- (300)
--------- --------- ------------ -------- -----------
Balances, June 30, 1998 $ 600 $ 5,400 $ 9,781 $ 25 $ 15,806
========= ========= ============ ======== ===========
Balances, January 1, 1997 $ 600 $ 5,400 $ 8 260 $ (41) $ 14,219
Comprehensive income
Net income -- -- $ 905 905 -- 905
Other comprehensive income,
net of tax
Change in unrealized
gain (loss) on
securities -- -- 12 -- 12 12
---------
Comprehensive income $ 917
=========
Cash dividends -- -- (270) -- (270)
--------- --------- ------------ -------- -----------
Balances, June 30, 1997 $ 600 $ 5,400 $ 8,895 $ (29) $ 14,866
========= ========= ============ ======== ===========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
POTOMAC BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000 Omitted)
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
-----------------------------
June 30 June 30
1998 1997
------- -------
<S><C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 789 $ 905
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for loan losses 75 75
Depreciation 93 97
Amortization 6 6
Discount accretion and premium amortization on
securities, net 6 21
Loss on sale of real estate -- --
(Increase) in accrued interest receivable (151) (83)
(Increase) in other assets (45) (43)
Increase in accrued interest payable 16 3
Increase in other liabilities 98 1,520
----------- ----------
Net cash provided by operating activities $ 887 $ 2,501
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturity of investment securities $ 2,000 $ 4,000
Proceeds from maturity of securities available for sale 1,000 --
Purchase of investment securities (11,015) (6,049)
Purchase of securities available for sale (48) (15)
Net (increase) in loans (950) (4,384)
Purchases of bank premises and equipment (101) (13)
Proceeds from sale of real estate 55 --
----------- ----------
Net cash (used in) investing activities $ (9,059) $ (6,461)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in demand deposits, NOW accounts and
savings accounts $ 5,990 $ (1,765)
Net increase in certificates of deposit 1,552 1,436
Cash dividends (300) (270)
----------- ----------
Net cash provided by (used in) financing activities $ 7,242 $ (599)
----------- ----------
(Decrease) in cash and cash equivalents $ (930) $ (4,559)
CASH AND CASH EQUIVALENTS
Beginning 13,118 8,201
----------- ----------
Ending $ 12,188 $ 3,642
=========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $ 2,105 $ 1,771
=========== ==========
Income taxes $ 435 $ 687
=========== ==========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Other real estate acquired in settlement of loans $ 55 $ --
=========== ==========
Unrealized gain (loss) on securities available for sale $ 28 $ 17
=========== ==========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
POTOMAC BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998 (UNAUDITED) AND DECEMBER 31, 1997
1. In the opinion of management, the accompanying financial statements contain
all adjustments (consisting of only normal recurring accruals) necessary to
present fairly the financial position as of June 30, 1998, and December 31,
1997, the results of operations for the three months ended June 30, 1998 and
1997, and the results of operations and cash flows for the six months ended
June 30, 1998 and 1997. The statements should be read in conjunction with
Notes to Consolidated Financial Statements included in the Potomac
Bancshares, Inc. annual report for the year ended December 31, 1997. The
results of operations for the six month periods ended June 30, 1998 and 1997,
are not necessarily indicative of the results to be expected for the full
year.
2. Securities held to maturity as of June 30, 1998 and December 31, 1997 are
summarized below:
<TABLE>
<CAPTION>
(000 Omitted)
June 30, 1998
---------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
--------- ---------- ---------- -----
<S><C>
Securities held to maturity:
U.S. Treasury securities $ 10,035 $ 38 $ -- $ 10,073
Obligations of U.S. Government
agencies 23,008 40 (13) 23,035
------------- --------- ------ ------------
$ 33,043 $ 78 $ (13) $ 33,108
============= ========= ====== ============
<CAPTION>
(000 Omitted)
December 31, 1997
---------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
--------- ---------- ---------- -----
<S><C>
Securities held to maturity:
U.S. Treasury securities $ 12,045 $ 33 $ (1) $ 12,077
Obligations of U.S. Government
agencies 11,995 32 -- 12,027
------------- --------- ------ ------------
$ 24,040 $ 65 $ (1) $ 24,104
============= ========= ====== ============
</TABLE>
<PAGE>
Securities available for sale as of June 30, 1998 and December 31, 1997
are summarized below:
<TABLE>
<CAPTION>
(000 Omitted)
June 30, 1998
---------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
--------- ---------- ---------- -----
<S><C>
Securities available for sale:
U.S. Treasury securities $ 6,994 $ 24 $ (9) $ 7,009
Obligations of U.S. Government
agencies 5,004 23 -- 5,027
Federal Home Loan Bank stock 450 -- -- 450
------------- --------- ------ ------------
$ 12,448 $ 47 $ (9) $ 12,486
============= ========= ====== ============
<CAPTION>
(000 Omitted)
December 31, 1997
---------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains (Losses) Value
--------- ---------- ---------- -----
<S><C>
Securities held to maturity:
U.S. Treasury securities $ 7,988 $ 26 $ (20) $ 7,994
Obligations of U.S. Government
agencies 5,005 4 (1) 5,008
Federal Home Loan Bank stock 402 -- -- 402
------------- --------- ------ ------------
$ 13,395 $ 30 $ (21) $ 13,404
============= ========= ====== ============
</TABLE>
3. The consolidated loan portfolio, stated at face amount, is composed of the
following:
<TABLE>
<CAPTION>
(000 Omitted)
June 30 December 31
1998 1997
------- -------------
<S><C>
Real estate loans:
Construction and land development $ 671 $ 393
Secured by farmland 1,430 1,718
Secured by 1-4 family residential 43,819 43,283
Other real estate loans 12,565 12,497
Loans to farmers (except those secured by real estate) 287 270
Commercial and industrial loans (except those secured
by real estate) 1,961 2,045
Loans to individuals for personal expenditures 17,923 17,706
All other loans 368 301
----------- -----------
Total loans $ 79,024 $ 78,213
=========== ===========
</TABLE>
4. The following is a summary of transactions in the reserve for loan losses:
<TABLE>
<CAPTION>
(000 Omitted)
June 30 December 31
1998 1997
------- -------------
<S><C>
Balance at beginning of period $ 1,139 $ 1,139
Provision charged to operating expense 75 128
Recoveries added to the reserve 27 48
Loan losses charged to the reserve (111) (176)
----------- -----------
Balance at end of period $ 1,130 $ 1,139
=========== ==========
</TABLE>
<PAGE>
Information about impaired loans as of June 30, 1998 and December 31, 1997 is as
follows:
<TABLE>
<CAPTION>
(000 Omitted)
-------------------------------
June 30 December 31
1998 1997
------- -------------
<S><C>
Impaired loans for which a reserve has been provided $ 398 $ 398
Impaired loans for which no reserve has been provided -- --
---------- -----------
Total impaired loans $ 398 $ 398
========== ===========
Reserve provided for impaired loans, included in the
reserve for loan losses $ 199 $ 199
========== ===========
Average balance in impaired loans $ 398 $ 399
========== ===========
Interest income recognized $ 17 $ 34
========== ===========
</TABLE>
Nonaccrual loans excluded from impaired loan disclosures under FASB 114 amounted
to $-0- at June 30, 1998 and $285,150 at December 31, 1997. If interest on these
loans had been accrued, such income would have been $-0- for the first six
months of 1998 and $29,267 in 1997.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Between December 31, 1997 and June 30, 1998, total assets increased $8,159,000.
The June 30 annualized return on average assets is 1.17% compared to 1.36% at
December 31. At June 30 the annualized return on average equity is 10.15%
compared to 11.58% at December 31. The leverage capital (equity to assets) ratio
is 11.39% at June 30 compared to 11.83% at December 31.
The increase in assets is due to an increase in the securities portfolio. The
increase in assets is offset on the liability side by increases in deposits.
Floating rate loans make up 45% of the loan portfolio at June 30, 1998.
<PAGE>
The table shown below is an analysis of the Corporation's reserve for loan
losses. Net charge-offs for the Corporation have been very low when compared
with the size of the total loan portfolio. Management monitors the loan
portfolio on a quarterly basis with the procedures that allow for problem loans
and potentially problem loans to be highlighted and watched. Based on
experience, the loan policies and the current monitoring program, management
believes the loan loss reserve is adequate.
<TABLE>
<CAPTION>
(000 Omitted)
June 30, 1998
-------------
<S><C>
Balance at beginning of period $ 1,139
Charge-offs:
Commercial, financial and agricultural --
Real estate - construction --
Real estate - mortgage --
Consumer 111
-------------
Total charge-offs 111
-------------
Recoveries:
Commercial, financial and agricultural --
Real estate - construction --
Real estate - mortgage --
Consumer 27
-------------
Total recoveries 27
-------------
Net charge-offs 84
Additions charged to operations 75
-------------
Balance at end of period $ 1,130
=============
Ratio of net charge-offs during the period to average
loans outstanding during the period .1068%
=====
</TABLE>
Loans are placed on nonaccrual status when a loan is specifically determined to
be impaired or when principal or interest is delinquent for 90 days or more.
Interest income generally is not recognized on specific impaired loans unless
the likelihood of further loss is remote. Interest income on other nonaccrual
loans is recognized only to the extent of interest payments received. Following
is a table showing the risk elements in the loan portfolio.
<TABLE>
<CAPTION>
(000 Omitted)
June 30, 1998
-------------
<S><C>
Nonaccrual loans $ --
Restructured loans --
Foreclosed properties 100
-------------
Total nonperforming assets $ 100
=============
Loans past due 90 days accruing interest $ 430
=============
Reserve for loan losses to period end loans 1.43%
====
Nonperforming assets to period end loans and foreclosed properties .13%
====
</TABLE>
There were no loans on nonaccrual status at June 30, 1998.
At June 30, 1998, other potential problem loans totalled $38,525. Loans are
viewed as potential problem loans according to the ability of such borrowers to
comply with current repayment terms. These loans are subject to constant
management attention, and their status is reviewed on a regular basis.
Management has allocated a portion of the reserve for these loans according to
the review of the potential loss in each loan situation.
<PAGE>
Total deposits have increased $7,541,000 as of June 30, 1998 compared with
December 31, 1997. The Select Checking balances have increased from $11,000,000
at December 31, 1997 to $20,000,000 at June 30, 1998. Select Checking is the NOW
account started in August 1997 that pays a higher rate of interest on balances
of $5,000 or more. When comparing balances of other deposits as of June 30 to
December 31, 1997, money market accounts have decreased $3,700,000, certificates
of deposit have increased $1,500,000, NOW accounts (other than Select Checking)
have increased $700,000, while non-interest bearing deposits and savings
accounts remain basically unchanged.
The comparison of the income statements for the six months ended June 30, 1998
and 1997 shows a decrease of 13% in net income in 1998. Net interest income
decreased 3%, interest income increased 5%, and interest expense increased 19%.
The majority of the increase in interest income at June 30, 1998 compared with
June 30, 1997, is due to increased balances in the securities portfolio and
securities purchased under agreements to resell. The increase in interest
expense as of June 30, 1998 compared with June 30, 1997, is due to the increase
in deposits overall of which a good portion went to Select Checking as well as
the movement of funds into Select Checking from existing deposit accounts paying
a lower interest rate.
Noninterest income remained about the same in 1998 as in 1997, although income
from fiduciary activities increased 9% and the other categories of income
decreased. Noninterest expense increased almost 4%. Salaries and employee
benefits increased 7% due to increases in salaries and wages and group insurance
expenses. Other noninterest expense categories remained basically unchanged.
Liquid assets of the Corporation include cash and due from banks, securities
purchased under agreements to resell, securities available for sale, and loans
and investments maturing within one year. The Corporation's statement of cash
flows details this liquidity. Net income after certain adjustments for noncash
transactions provided cash from operating activities. Funds from maturity of
investment securities and existing cash were used to fund investing activities.
Financing activities were funded through an increase in total deposits. Cash and
cash equivalents decreased during this period, however liquidity of the
Corporation is more than adequate to meet present and future financial
obligations.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material legal proceedings to which the Registrant or its
subsidiary, directors or officers is a party or by which they, or any of them,
are threatened. All legal proceedings presently pending or threatened against
Potomac Bancshares, Inc. and its subsidiary involve routine litigation
incidental to the business of the Company or the subsidiary and are either not
material in respect to the amount in controversy or fully covered by insurance.
Item 4. Submission of Matters to a Vote of Security-Holders.
The annual meeting of security-holders was held on April 28, 1998 and the
following matters were submitted to the security-holders for a vote:
1. To elect a class of directors for a term of three years.
2. To ratify the selection by the board of directors of Yount, Hyde &
Barbour, P.C., as independent Certified Public Accountants for the
year 1998.
3. Any other business which may properly be brought before the meeting
or any adjournment thereof.
Results of the voting in regard to the above listed matters were as follows:
<TABLE>
<CAPTION>
Votes Votes
Votes For Against Withheld Total
--------- ------- -------- -----
<S><C>
1. John P. Burns, Jr. 443,755 None 2,920 446,675
Charles W. LeMaster 439,130 None 7,545 446,675
Minnie R. Mentzer 443,755 None 2,920 446,675
James E. Senseney 443,735 None 2,940 446,675
2. 443,281 3,092 302 446,675
</TABLE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
2. Plan of acquisition, reorganization, arrangement,
liquidation or succession.
Not applicable
4. Instruments defining the rights of security holders,
including indentures.
Not applicable
10. Material contracts.
Not applicable
11. Statement re: computation of per share earnings.
Not applicable
15. Letter on unaudited interim financial information.
Not applicable
18. Letter on change in accounting principles.
Not applicable
<PAGE>
19. Reports furnished to security holders.
Not applicable
22. Published report regarding matters submitted to vote of
security holders.
Not applicable
23. Consent of experts and counsel.
Not applicable
24. Power of attorney.
Not applicable
27. Financial Data Schedule.
99. Additional exhibits.
Not applicable
(b) Reports on Form 8-K:
NONE
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
POTOMAC BANCSHARES, INC.
Date August 12, 1998 /s/ Charles W. LeMaster
_______________________
Charles W. LeMaster, President & CEO
Date August 12, 1998 /s/ L. Gayle Marshall Johnson
_____________________________
L. Gayle Marshall Johnson, Vice
President & Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 4,388
<INT-BEARING-DEPOSITS> 41
<FED-FUNDS-SOLD> 7,800
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 12,486
<INVESTMENTS-CARRYING> 33,043
<INVESTMENTS-MARKET> 33,108
<LOANS> 79,024
<ALLOWANCE> 1,130
<TOTAL-ASSETS> 138,716
<DEPOSITS> 121,723
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,187
<LONG-TERM> 0
0
0
<COMMON> 600
<OTHER-SE> 15,206
<TOTAL-LIABILITIES-AND-EQUITY> 138,716
<INTEREST-LOAN> 3,508
<INTEREST-INVEST> 1,261
<INTEREST-OTHER> 190
<INTEREST-TOTAL> 4,959
<INTEREST-DEPOSIT> 2,120
<INTEREST-EXPENSE> 2,120
<INTEREST-INCOME-NET> 2,839
<LOAN-LOSSES> 75
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,084
<INCOME-PRETAX> 1,254
<INCOME-PRE-EXTRAORDINARY> 789
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 789
<EPS-PRIMARY> 1.32
<EPS-DILUTED> 1.32
<YIELD-ACTUAL> 7.70
<LOANS-NON> 0
<LOANS-PAST> 430
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 39
<ALLOWANCE-OPEN> 1,139
<CHARGE-OFFS> 111
<RECOVERIES> 27
<ALLOWANCE-CLOSE> 1,130
<ALLOWANCE-DOMESTIC> 1,130
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
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