COMMUNITY BANK SHARES OF INDIANA INC
10-Q, 1996-08-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                         -----------------------------

                                    FORM 10-Q

(Mark One)
(X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934


For the quarterly period ended     JUNE 30, 1996

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from __________________________ to _____________


                           Commission File No. 0-25766


                     Community Bank Shares of Indiana, Inc.

             (Exact name of registrant as specified in its charter)


                  Indiana                               35-1938254
                  ------------------------------------------------
            (State or other jurisdiction of         (I.R.S. Employer
             incorporation or organization)          Identification Number)


           202 East Spring St., PO Box 939, New Albany, Indiana 47150
           ----------------------------------------------------------
           (Address of principal executive offices)        (Zip Code)



Registrant's telephone number, including area code  1-812-944-2224


- - -------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report


 Indicate by check (X) 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[ ]


         APPLICABLE  ONLY TO  CORPORATE  ISSUERS;  Indicate the number of shares
outstanding  of each of the issuer's  classes of common stock,  as of the latest
practicable date 1,983,722.



<PAGE>





                     COMMUNITY BANK SHARES OF INDIANA, INC.



                                      INDEX



         Part I   Financial Information                                Page


           Item 1.  Financial Statements


            Condensed consolidated statements of financial condition
               June 30, 1996 and December 31, 1995                       3



            Condensed consolidated statements of
               operations, three and six months ended
               June 30, 1996 and 1995                                    4


            Condensed consolidated statement of cash
               flows, six months ended June 30, 1996 and 1995            6


            Notes to condensed consolidated financial statements         8


           Item 2.  Management's Discussion and Analysis
                    of Financial Condition and Results of Operations    10


         Part II.  Other Information                                    12 

            Signatures                                                  13



                                      -2-
<PAGE>





                             PART I - ITEM 1
            CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 COMMUNITY BANK SHARES OF INDIANA, INC.

<TABLE>
<CAPTION>

                                                      JUNE 30    DECEMBER 31 
                                                        1996         1995            
                                                        ----         ----            
                                                    (unaudited)
                                                          (In thousands)

ASSETS                                                            
<S>                                                  <C>           <C>     
Cash and due from banks                              $  3,406      $  2,943
Interest bearing deposits with banks                   10,508        14,354
Securities available for sale, at market:
 Mortgage-backed securities                             5,850         7,488
 Other debt securities                                  2,268           251
Securities held to maturity:
 Mortgage-backed securities, at cost                   26,105        27,522
 Other debt securities, at cost                        51,847        38,442
Mortgage loans held for sale                              319           281
Loans receivable, net                                 126,277       118,170
Federal Home Loan Bank stock, at cost                   1,231         1,231
Foreclosed real estate                                      0             0
Premises and equipment, net                             3,517         3,195
Accrued interest receivable:
 Loans                                                    795           711
 Mortgage-backed securities                               174           199
 Other debt securities                                    861           557
Other assets                                              189           382
                                                     --------      --------
                                                   
     Total Assets                                    $233,347      $215,726                    
                                                     ========      ========                    

LIABILITIES
Deposits                                             $189,199      $168,091
Advances from Federal Home Loan Bank
   and other borrowings                                16,860        21,099
Advance payments by borrowers for
 taxes and insurance                                      683           307
Accrued interest payable on deposits                       98           101
Other liabilities                                         715           777
                                                     --------      --------
                                                   
Total Liabilities                                     207,555       190,375
                                                     --------      --------
                                                   

STOCKHOLDERS' EQUITY
Common stock of $.10 par value per share,
 Authorized 10,000,000 shares;                     
 issued 1,983,722 shares                                  198           198 
Additional paid in capital                             11,782        11,782
Retained earnings - substantially restricted           13,861        13,374
Net unrealized gain\(loss) on assets
 available for sale, net of tax                            14            60
 Unearned ESOP shares                                     (63)          (63)
                                                     --------      -------- 
                                                   
 Total Stockholder Equity                              25,792        25,351
                                                     --------      --------
                                                   
     Total liabilities and stockholders' equity      $233,347      $215,726                                
                                                     ========      ========                                
</TABLE>
                                                    

                                      -3-
<PAGE>
                                                       
       
    

                                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                          COMMUNITY BANK SHARES OF INDIANA, INC.


<TABLE>
<CAPTION>

                                                 THREE MONTHS ENDED               SIX MONTHS ENDED
                                                      JUNE 30                         JUNE 30
                                                      -------                         -------
                                                1996            1995            1996            1995
                                                ----            ----            ----            ----
                                                                   (In Thousands)
INTEREST INCOME:
<S>                                        <C>             <C>             <C>             <C>    
Loans receivable:
   Mortgage loans                          $   2,055       $   2,026       $   4,120       $   3,985
   Commercial consumer and other loans           442             237             801             415
Securities:
  Mortgage-backed securities                     522             609           1,078           1,220
  Other debt securities                          883             458           1,523             949
Federal Home Loan Bank stock                      23              24              48              47
Interest bearing deposits with banks              62             171             273             245
                                         ------------    ------------    ------------    ------------
  Total Interest Income                        3,987           3,525           7,843           6,861
                                         ------------    ------------    ------------    ------------

INTEREST EXPENSE:
Deposits                                       2,040           1,805           4,058           3,543
Advances from Federal Home Loan Bank
  and other borrowings                           282             214             555             432
                                         ------------    ------------    ------------    ------------
  Total Interest Expense                       2,322           2,019           4,613           3,975
                                         ------------    ------------    ------------    ------------

  NET INTEREST INCOME                          1,665           1,506           3,230           2,886

Provision for loan losses                          2              11              12              23
                                         ------------    ------------    ------------    ------------

  NET INTEREST INCOME AFTER PROVISION
     FOR LOSSES ON LOANS                       1,663           1,495           3,218           2,863
                                         ------------    ------------    ------------    ------------

NON-INTEREST INCOME:
Loan fees and service charges                    139             141             295             268
Net gain on sale of loans                          8              13              22              21
Deposit account service charges                   96              74             184             145
Commission income                                 85              39             205              83
Other income                                      13              12              30              23
                                         ------------    ------------    ------------    ------------
   Total Non-interest Income                     341             279             736             540
                                         ------------    ------------    ------------    ------------
</TABLE>



                                      -4-
<PAGE>







               CONSOLIDATED STATEMENTS OF OPERATIONS, (CONTINUED)
                     COMMUNITY BANK SHARES OF INDIANA, INC.

<TABLE>
<CAPTION>

                                                  THREE MONTHS ENDED               SIX MONTHS ENDED
                                                       JUNE 30                         JUNE 30
                                                       -------                         -------
                                                1996            1995            1996            1995
                                                ----            ----            ----            ----
                                                                   (In Thousands)

NON-INTEREST EXPENSE
<S>                                             <C>              <C>            <C>             <C>  
Compensation and benefits                         667             511           1,307           1,001
Occupancy and equipment                           123              90             232             178
Deposit insurance premiums                         96              95             189             188
Data processing service                           100              78             191             159
Other                                             188             158             400             283
                                          ------------    ------------    ------------    ------------
 Total Non-interest Expense                     1,174             932           2,319           1,809
                                          ------------    ------------    ------------    ------------

Income before income taxes                        830             842           1,635           1,594
                                          ------------    ------------    ------------    ------------

Income tax expense                                334             328             661             617
                                          ------------    ------------    ------------    ------------

NET INCOME                                       $496            $514            $974            $977
                                          ============    ============    ============    ============

Net income per share                            $0.25           $0.26           $0.49           $0.49
                                          ============    ============    ============    ============
<FN>
   (see note 5)
</FN>
</TABLE>


                                      -5-
<PAGE>








                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE SIX MONTHS ENDED JUNE 30, 1996
                      COMMUNITY BANK SHARES OF INDIANA, INC.
                                 (Unaudited)


                                                           1996           1995
                                                           ----           ----
                                                             (In thousands)


CASH FLOWS FROM OPERATING ACTIVITES:

Net income                                                   $  974     $  977
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Amortization of premiums and accretion of discounts
   on investment and mortgage-backed securities, net               9        24
  Net realized securities gain                                     0         0
  Provision (credit) for losses on loans                          12        23
  Proceeds from mortgage loan sales                            3,517     1,637
  Mortgage loans originated for resale                        (3,555)   (1,348)
  Net gain on sales of mortgage loans                            (22)      (21)
  Loss on foreclosed real estate                                   0         0
  Depreciation expense                                           106        78
  Deferred income taxes                                           60        58
  (Increase) decrease in accrued interest receivable            (363)       47
  Increase (decrease) in accrued interest payable                  3       (17)
  Increase (decrease) in income taxes payable                    (11)      130
  Increase (decrease) in other assets & other  liabilities       265      (198)
                                                             -------   -------
     Net cash flows provided by operating activities         $   995   $ 1,390
                                                             -------   -------



CASH FLOWS FROM INVESTING ACTIVITIES

Net (increase) decrease in interest bearing deposits           3,846     (432)
Proceeds from the sale of securities available  for sale           0         0
Proceeds from maturities of securities available for sale          0     3,450
Purchases of securities available for sale                    (2,000)        0
Proceeds from maturities of securities held to  maturity      12,100     3,448
Purchases of securities held to maturity                     (25,588)   (1,500)
Principal collected on securities available for sale           1,638         0
Principal collected on securities held to maturity             1,491     2,198
Loan originations and principal payments on loans, net        (7,981)   (6,700)
Proceeds from sale of foreclosed real estate                       0       102
Net increase in premises and equipment                          (428)     (710)
                                                             -------   -------
  Net cash flows used by investing activities               $(16,922)  $  (144)
                                                             -------   -------



                                      -6-
<PAGE>








             CONSOLIDATED STATEMENTS OF CASH FLOWS, (CONTINUED)
                   FOR THE SIX MONTHS ENDED JUNE 30, 1996
                   COMMUNITY BANK SHARES OF INDIANA, INC.
                               (Unaudited)

                                                         1996            1995
                                                         ----            ----
                                                            (In thousands)

CASH FLOWS FROM FINANCING ACTIVITIES

Net increase (decrease) in demand accounts 
  and savings accounts                                     $ 16,406  $ (12,255) 
Net increase (decrease) in certificates of deposits           4,702      1,347
Repayment of advances from Federal Home Loan bank            (7,001)   (11,781)
Advances from Federal Home Loan bank                          2,000     10,780
Net increase (decrease) in repurchase borrowings                762          0
Sale of stock                                                     0      9,574
Cash received on merger of mutual 
  holding company  with Bank                                      6          0
Dividends paid                                                 (485)       (63)
                                                        ------------ ----------
  Net cash flows provided by financing activities            16,390     (2,398)
                                                        ------------ ----------

Net increase ( decrease) in cash and due from banks             463     (1,152)

Cash and due from banks at beginning of period                2,943      3,344
                                                        ------------ ----------

Cash and due from banks at end of period                  $   3,406  $   2,192
                                                        ============ ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Cash payment for:
      Interest                                            $   4,066  $   3,561
      Income taxes                                        $     617  $     361

SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING ACTIVITIES

  Proceeds from sales of foreclosed real estate
     financed through loans                               $  -       $  - 
                                                                
  Transfers from loans to real estate acquired                     
      through foreclosure                                 $  -       $  -



                                      -7-
<PAGE>






                                 PART I - ITEM 1
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     COMMUNITY BANK SHARES OF INDIANA, INC.

1.    BASIS OF PRESENTATION

         Community  Bank Shares of  Indiana,  Inc.  (the  Holding  Company)  was
formally  established  on April 7, 1995 (see note 3). The data  contained in the
financial statements reflects consolidated Holding Company information.  Certain
information and footnote  disclosure  normally included in financial  statements
prepared in accordance with generally accepted  accounting  principals have been
omitted.

2.    PRINCIPLES OF CONSOLIDATION

         The  Consolidated  Financial  Statement  data presented for the current
year and at December 31, 1995  include the accounts of Community  Bank Shares of
Indiana,  Inc., its subsidiaries Community Bank of Southern Indiana and Heritage
Bank of Southern  Indiana,  and First  Community  Service  Corp., a wholly owned
subsidiary  of Community  Bank of Southern  Indiana.  All material  intercompany
balances and transactions have been eliminated.

3.    THE CONVERSION

         On October 18, 1994,  the Boards of Directors of the Community  Savings
Bank, FSB, the predecessor to Community Bank of Southern Indiana,  and Community
Bank Shares,  M.H.C.  (the MHC),  the  predecessor  to Community  Bank Shares of
Indiana,  Inc.,  adopted  a  Plan  of  Conversion  and  Agreement  and  Plan  of
Reorganization  (the Plan).  Subsequent to the effective date of this filing and
pursuant  to the Plan,  (i) the MHC,  which  owned  approximately  51 percent of
Community Savings Bank, FSB (the Bank),  converted from mutual to stock form and
simultaneously  merged with and into the Bank, with the Bank being the surviving
entity;  (ii) the Bank then  merged  into an interim  savings  bank  formed as a
wholly-owned subsidiary of Community Bank Shares of Indiana, Inc. (the Company),
a newly organized Indiana corporation, with the Bank being the surviving entity;
and (iii) the outstanding shares of the Bank common stock (other than those held
by the MHC,  which were  canceled) were converted into shares of common stock of
the Company. Pursuant to the Plan, the Company then sold additional shares equal
to approximately  51 percent of the common shares of the Company.  Shares of the
Company's  common stock were offered in a  subscription  offering in  descending
order of priority to eligible  account  holders,  tax-qualified  employee  stock
benefit plans, supplemental eligible account holders, other members,  directors,
officers and employees and public stockholders.  On April 7, 1995 Community Bank
Shares of Indiana (the Company) was formally  established.  The Company received
proceeds from the sale of stock,  net of conversion  expenses,  of $9.6 million.
Community Bank of Southern  Indiana  formally  known as Community  Savings Bank,
FSB,  received a capital  distribution  from the Company equal to 50% of the net
proceeds or $4.8 million.

4.    FORMATION OF HERITAGE BANK OF SOUTHERN INDIANA

         On January 3, 1996, the Company  capitalized  Heritage Bank of Southern
Indiana  (Heritage)  as a  state  chartered  commercial  bank  with  an  initial
investment  of  $4,150,000.  Heritage  began  operations  as of  January 8, 1996
providing full service  banking  through its office  located in  Jeffersonville,
Indiana.

5.    EARNINGS PER SHARE

         The calculation  for weighed  average number of shares  outstanding for
the three and six month periods ended June 30, 1996 is as follows:
                                      # of
    DATES OUTSTANDING        DAYS     SHARES   (DAYS x SHARES)
    -----------------        ----     ------   ---------------

  4/01/1996 - 6/30/1996       91    1,983,722    180,518,702
  1/01/1996 - 6/30/1996      182    1,983,722    361,037,404


                                      -8-
<PAGE>




         Weighted  average shares  outstanding  for the three month period ended
June 30, 1996 are 1,983,722,  (180,518,702 shares divided by 91 days). Pro forma
earnings  per share for the three month  period  ended June 30, 1996 is 25 cents
per share.

         Weighted average shares outstanding for the six month period ended June
30, 1996 are  1,983,720,  (361,037,404  shares  divided by 182 days).  Pro forma
earnings  per share for the six month period ended June 30, 1996 is 49 cents per
share.

6.     REGULATORY CAPITAL REQUIREMENTS

         The Company's  subsidiary banks are required by federal  regulations to
maintain  minimum  amounts of capital.  At June 30, 1996,  each of the Company's
subsidiary banks had capital which substantially exceeded each of the regulatory
capital requirements.

7.     RECLASSIFICATIONS

         Certain amounts have been reclassified in the previous year's financial
statements to conform with the current year's classifications


                                      -9-
<PAGE>






                                 PART I - ITEM 2

                            MANAGEMENT DISCUSSION AND
                     ANALYSIS OF CONSOLIDATED STATEMENTS OF
                       FINANCIAL CONDITION AND OPERATIONS
                      COMMUNITY BANK SHARES OF INDIANA, INC



FINANCIAL CONDITION

         Total assets of $233.3 million increased $17.6 million or 8.2% over the
December  31,  1995  ending  balance  of $215.7  million.  The  Company  reduced
liquidity  by  lowering  the  interest  bearing  deposits  with banks from $14.4
million  at  December  31,  1995 to $10.5  million at June 30,  1996.  This $3.8
million along with the asset growth of $17.6 million was used to fund the growth
of approximately  $13.4 million in other debt securities in the held to maturity
portfolio and an increase of $8.1 million in loans  receivable.  Total  deposits
increased  $21.1 million or 12.6%  primarily  reflecting  the success of deposit
acquisition  by the  newly  capitalized  affiliate  Heritage  Bank  of  Southern
Indiana.  At June 30, 1996,  Heritage had  accumulated  total  deposits of $18.4
million.  Federal Home Loan Bank  advances  totaling $4.2 million were paid down
during  the first six months of 1996  reducing  that  outstanding  debt to $16.9
million at June 30, 1996.

CAPITAL

         The Holding  Company's  total  equity was $25.8  million as of June 30,
1996. The equity position  increased  $441,000 during the six month period ended
June 30, 1996 due primarily to increases  from net income less dividends paid to
shareholders.

LIQUIDITY

         The  Company's  primary  sources of funds are  deposits;  principal and
interest  payments  on  loans  and  mortgage-backed  securities;  proceeds  form
maturing debt securities;  advances from the FHLB and sale of stock. Regulations
require  that each of the  Company's  subsidiary's  maintain  an  average  daily
balance of liquid  assets and  short-term  liquid  assets as a percentage of net
withdrawable deposit accounts plus short-term  borrowings.  The minimum required
liquidity and short-term liquidity ratios are currently 5% and 1%, respectively.
For June 1996 each of the  Company's  subsidiaries  was in  compliance  with the
established liquidity ratios.

RESULTS OF OPERATIONS

         Net Income for the three month  period  ending  June 30,  1996  totaled
$496,000,  compared to $514,000 for the three  months  ended June 30, 1995.  Net
interest  income  increased by $159,000 or 10.6% for the quarter  ended June 30,
1996 when measured against the same quarter in 1995. This expansion  reflected a
growth in total  interest  income of $462,000  or 13.1%.  The growth in interest
income came primarily from two areas:  (1)commercial  and consumer loan interest
increased  $205,000 or 86.5% due primarily to a $7.1 million increase in average
balances of commercial loans for the quarter ended June 30, 1996 compared to the
same quarter last year;  (2)interest on other debt  securities  grew $425,000 or
92.8%  due to a $21.5  million  increase  in  average  balances  of  other  debt
securities  for the second  quarter of 1996  compared  to the second  quarter of
1995. Income from interest bearing deposits with banks decreased by $109,000 due
to a $6.9 million decrease in average balances for the two previously  mentioned
quarters.

         Interest  expense,  the other  component of net interest  income,  also
reflected an increase  totaling $303,000 or 15.1%.  Interest on deposits,  which
comprised 87.8% of total interest expense,  rose $235,000 or 13.0%. The increase
in interest  expense is primarily due to an average  growth in deposits of $16.6
million during the quarter. The deposit growth was virtually all attributable to
the funds acquisition at the new affiliate, Heritage Bank of Southern Indiana.


                                      -10-
<PAGE>




         During the three month period ended June 30, 1996 an addition of $2,000
was made to the general loan loss reserve.  In conjunction  with the findings of
the internal asset review  committee,  the provision for loan losses is based on
the subsidiary  Banks' past loan loss  experience  and other factors  which,  in
management's  judgment,  deserve  current  recognition  in  estimating  possible
losses.

          Net non interest expense  increased  $180,000,  from ($653,000) in the
second  quarter of 1995 to ($833,000)  in the same period in 1996.  Non interest
income  increased  $62,000 or 22.2% for the three  month  period  ended June 30,
1996. Two areas of non-interest  income were  responsible for the growth in this
area.. Annuity income rose $46,000 in the three month period ended June 30, 1996
reflecting  increased  sales  produced by Heritage  Bank's  ancillary  financial
products division.  Deposit account service charges increased $22,000 reflecting
the increase in deposit balances.

          Non interest expense grew $242,000 or 26.0% for the three month period
ended June 30, 1996 as compared to the three month  period  ended June 30, 1995.
Compensation and benefit expense,  the primary area of increase grew $156,000 or
30.5%.  The majority of the growth in  compensation  and benefits was due to the
addition of the Heritage Bank affiliate. Increases in occupancy and equipment of
$33,000 or 36.7% were due to increases  related to additional  depreciation  for
the new office  building and  equipment of Heritage  Bank as well as  additional
utility  expenses.  During the quarter  ended June 30, 1996 the Holding  Company
began to  outsource  the  repair  and  maintenance  expense  on data  processing
equipment which also added to the increase in occupancy expenses,  although data
processing related compensation expense declined with the reduction of staff for
this  area.  Data  processing  expense  increases  of $22,000 or 28.2% were also
related  primarily  to the  addition  of  Heritage  Bank.  Increase in other non
interest  expenses of $30,000 or 19.0% were  primarily  related to  increases in
advertising expense, office supplies and stationary and printing associated with
the addition of the above mentioned Heritage Bank affiliate.  In addition to the
expenses  associated  with the new affiliate,  loan closing  expenses  increased
$5,600  reflecting the increase in loan closings.  Income before income taxes in
the  second  quarter of 1996  showed a slight  decrease  of $12,000 to  $830,000
compared to the same period in 1995.  After  federal and state  income  taxes of
$334,000 were applied, the Bank netted a second quarter of 1996 after tax profit
of $496,000.

         Net income for the six month period ended June 30, 1996 remained fairly
static at  $974,000  as  compared  to net income of  $977,000  for the six month
period ended June 30, 1995.

         Net interest  income after the  provision for loan losses for the first
two quarters of 1996,  as compared to the first two  quarters of 1995  increased
$355,000 or 12.4%. Total interest income for the six month period ended June 30,
1996 increased  $982,000 or 14.3%,  while interest expense increased $638,000 or
16.1%.  These  increases are reflective of the commercial loan and debt security
interest income increases, and deposit expense increases discussed in the second
quarter  comparisons as well as a 3.4% increase in mortgage loan interest during
the first six months of 1996

         The  increase in  non-interest  income of $196,000 or 36.3%  includes a
$27,000  or 10.1%  increase  in loan fees and  service  charges  related  to the
increase  in  commercial  loan  originations  as well as  increases  in  annuity
commission  and deposit fees mentioned in the second  quarter  comparisons.  The
increase in non interest  expense of $510,000 or 28.2% is also reflective of the
same category increases as described in the second quarter comparisons.


                                      -11-
<PAGE>










                                     PART II
                                OTHER INFORMATION

                     COMMUNITY BANK SHARES OF INDIANA, INC.


Item 1.   Legal proceedings

         The  Holding  company  is not  engaged  in any legal  proceedings  of a
material  nature at the present time.  From time to time, the Holding  Company's
subsidiaries,  Community Bank of Southern  Indiana and Heritage Bank of Southern
Indiana,  are a party to legal  proceedings  wherein they enforce their security
interest in mortgage loans made by them.

Item 2.   Changes in Securities

         No material changes in the types of securities  purchased in the second
quarter were exhibited.

Item 3.   Defaults upon Senior Securities

         No defaults on senior securities occurred.

Item 4.   Submission of Matters to a vote of Security Holders

         The security holders voted for the election of the following directors.

         NAME                VOTES FOR     VOTES AGAINST     ABSTAINED
         ----                ---------     -------------     ---------

         Edward Pinaire      1,254,644         NONE           729,076
         Robert E. Yates     1,254,644         NONE           729,076

         The security  holders  ratified Monroe Shine and Company,  Inc. 
         as auditors for the year ending December 31, 1996.

         VOTES FOR       VOTES AGAINST    ABSTAINED
         ---------       -------------    ---------

         1,254,644           NONE          729,076
         1,254,644           NONE          729,076


Item 5.   Other Information

         Additional items of substantive nature did not occur.

Item 6.   Exhibits and Report on Form 8-K

         A form 8-K report was not filed during the quarter


                                      -12-
<PAGE>







                                     PART II
                                OTHER INFORMATION

                     COMMUNITY BANK SHARES OF INDIANA, INC.


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized


                                               COMMUNITY BANK SHARES
                                                 OF INDIANA, INC.
                                                   (Registrant)



     Dated    August 13, 1996            BY:     /s/   Robert E. Yates
     -----------------------------       -------------------------------
                                                Robert E. Yates
                                                President and CEO


     Dated    August 13, 1996            BY:    /s/   James M. Stutsman
     -----------------------------       ---------------------------------
                                                James M. Stutsman
                                                Chief Financial Officer

                                      -13-
<PAGE>


<TABLE> <S> <C>


<ARTICLE>                                            9
                         
                     
<MULTIPLIER>                                   1,000
                                 
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
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