SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the three months ended March 31, 1997
0-25932
(Commission File Number)
VRB BANCORP
(Exact name of registrant as specified in its charter)
OREGON 93-0892559
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
110 Pine Street, Rogue River, Oregon 97537
(Address of principal executive Zip Code
offices)
Registrant's telephone number,
including area code (541) 582-3216
Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) to 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 __________
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at March 31, 1997
Common stock, no par value 3,579,347
<PAGE>
VRB BANCORP
Form 10-Q
March 31, 1997
CONTENTS
PAGE
Part I - Financial Information
Item 1. - Financial Statements
Consolidated balance sheets at
March 31, 1997 and December 31, 1996 1
Consolidated statements of income
for the three months ended March 31, 1997 and 1996 2
Consolidated statements of changes in shareholders' equity
for the period December 31, 1995 through March 31, 1997 3
Consolidated statements of cash flows
for the three months ended March 31, 1997 and 1996 4
Notes to consolidated financial statements 5
Item 2. Management's discussion and analysis of financial
condition and results of operations 6-13
PART II OTHER INFORMATION
Item 1. Legal proceedings 14
Changes in securities 14
Defaults upon senior securities 14
Submission of matters to a vote of security holders 14
Other information 14
Exhibits and reports on Form 8-K 14
Signatures 15
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
VRB BANCORP
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Cash and due from banks $ 9,769,552 $ 17,916,909
Federal funds sold 20,000,000 11,300,000
Total cash and cash equivalents 29,769,552 29,216,909
Investments
U.S. Treasuries and agencies 19,847,384 20,092,813
State and political subdivisions 18,484,481 18,635,932
Corporate and other investments 1,467,178 1,555,949
Federal Home Loan Bank stock 1,139,500 1,119,500
Loans, net of allowance for loan
losses and unearned income 101,819,367 99,775,802
Premises and equipment, net 4,386,618 4,093,669
Other real estate owned - -
Accrued interest and other assets 2,440,325 2,616,093
TOTAL ASSETS $ 179,354,405 $ 177,106,667
LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS
Demand deposits $ 45,121,767 $ 41,746,175
Interest bearing demand deposits 71,075,741 69,082,274
Savings deposits 14,966,721 15,447,644
Time deposits 26,267,455 29,292,364
Total deposits 157,431,684 155,568,457
Accrued interest and other liabilities 1,133,600 1,350,076
Total liabilities 158,565,284 156,918,533
SHAREHOLDERS' EQUITY
Preferred stock, voting,
$5 par value; 5,000,000 shares
authorized and unissued
Preferred stock, nonvoting,
$5 par value; 5,000,000 shares
authorized and unissued
Common stock, no par value,
10,000,000 shares authorized
with 3,579,347 and 3,574,682,
issued and outstanding
at March 31, 1997 and December 31,
1996, respectively 9,500,634 9,480,330
Unrealized gain (loss) on
available-for-sale securities (197,811) 55,789
Retained earnings 11,486,298 10,652,015
Total shareholders' equity 20,789,121 20,188,134
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 179,354,405 $ 177,106,667
</TABLE>
<PAGE>
VRB BANCORP
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
1997 1996
(Unaudited) (Unaudited)
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 2,643,614 $ 2,401,839
Interest on investment securities:
U.S. Treasuries and agencies 330,064 262,848
States and political subdivisions 234,790 211,511
Corporate and other investments 42,261 44,829
Federal funds sold 220,176 162,879
Total interest income 3,470,905 3,083,906
INTEREST EXPENSE
Interest bearing demand deposits 561,150 472,829
Savings deposits 85,096 97,087
Time deposits 319,879 313,370
Total interest expense 966,125 883,286
Net interest income
after provision for loan losses 2,504,780 2,200,620
NONINTEREST INCOME
Service charges on deposit accounts 255,225 229,479
Other operating income 85,990 103,765
Securities transactions 7,139 -
Total noninterest income 348,354 333,244
NONINTEREST EXPENSES
Salaries and benefits 1,007,551 882,631
Net occupancy 177,593 159,590
Communications 56,512 55,592
Data processing 47,184 37,247
FDIC insurance premium 1,998 1,000
Supplies 46,736 42,224
Professional fees 33,997 36,232
Other expenses 222,280 224,769
Total noninterest expenses 1,593,851 1,439,285
INCOME BEFORE INCOME TAXES 1,259,283 1,094,579
PROVISION FOR INCOME TAXES 425,000 363,000
NET INCOME $ 834,283 $ 731,579
NET INCOME PER SHARE OF COMMON STOCK $ 0.23 $ 0.21
</TABLE>
<PAGE>
VRB BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Net Unrealized
Gain (Loss) on Total
Common Stock Retained Available-for- Shareholders'
Shares Amount Earnings Sale Securities Equity
<S> <C> <C> <C> <C>
BALANCE, December 31,
1995 (audited) 2,333,019 9,085,013 8,355,113 29,619 17,469,745
Stock options exercised
(January 1 to
October 30, 1996) 50,180 304,054 - - 304,054
Income tax benefit from
exercise of stock option - 91,263 - - 91,263
Cash dividend ($ .40 per
share, paid November 20,
1996) - - (953,280) - (953,280)
2 for 1 stock split
(November 20, 1996) 1,191,483 - - - -
Payments for fractional
shares related to stock
split (9.33 portions) - - (1,088) - (1,088)
Net income - - 3,251,270 - 3,251,270
Changes in net unrealized
gain on available-for-
sale securities,
net of taxes - - - 26,170 26,170
BALANCE, December 31,
1996 (Audited) 3,574,682 9,480,330 10,652,015 55,789 20,188,134
Stock options exercised 4,665 20,304 - - 20,304
Net income - - 834,283 - 834,283
Changes in unrealized loss
on available-for-sale
securities, net of taxes - - - (253,600) (253,600)
BALANCE, March 31, 1997
(Unaudited) 3,579,347 9,500,634 11,486,298 (197,811) 20,789,121
</TABLE>
<PAGE>
VRB BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
1997 1996
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS RELATING TO OPERATING ACTIVITIES
Net Income $ 834,283 $ 731,577
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 111,753 99,570
FHLB stock dividend (20,000) (19,300)
Change in cash due to changes in certain assets:
Increase (decrease) in accrued interest and
other assets 148,193 (96,439)
Decrease in accrued interest and other
liabilities (216,476) (442,954)
Net cash provided by operating activities 857,753 272,454
CASH FLOWS RELATING TO INVESTING ACTIVITIES
Proceeds from the sale of available-for-sale
securities 3,158,438 -
Proceeds from the maturity and principal
payments of available-for-sale securities 76,935 3,032,079
Proceeds from the maturity and principal payments
of held-to-maturity securities - 380,000
Purchases of available-for-sale securities (3,000,000) (4,153,379)
Net increase in loans (2,043,565) (636,151)
Purchase of premises and equipment (380,449) (44,844)
Net cash used in investing activities (2,188,641) (1,422,295)
CASH FLOWS RELATING TO FINANCING ACTIVITIES
Net increase in deposits 1,863,227 8,599,830
Cash received from exercise of common
stock options 20,304 69,447
Net cash provided by financing activities 1,883,531 8,669,277
NET INCREASE IN CASH AND CASH EQUIVALENTS 552,643 7,519,436
CASH AND CASH EQUIVALENTS, beginning of year 29,216,909 18,099,620
CASH AND CASH EQUIVALENTS, end of year $ 29,769,552 $ 25,619,056
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest $ 973,064 $ 879,606
Cash paid for taxes $ - $ 394,798
SCHEDULE OF NONCASH ACTIVITIES
Changes in unrealized loss on
available-for-sale securities,
net of tax $ (253,600) $ (148,265)
</TABLE>
<PAGE>
VRB BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - 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 instructions to Form 10-Q and Rule
10-01 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. All adjustments made to the
unaudited interim financial statements were of a normal recurring nature.
In the opinion of management, all adjustments considered necessary for a
fair presentation have been included. Operating results for the three months
ended March 31, 1997, are not necessarily indicative of the results that may
be expected for year-end December 31, 1997. For further information, refer
to the consolidated financial statements and footnotes thereto included in
the Corporation Annual Report on 10-K for the year ended December 31,1996.
NOTE 2 - ACCOUNTING CHANGES
In June 1996, the Financial Accounting Standards Board issued
Statement No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities." The statement provides accounting
and reporting standards for transfers and servicing of financial assets
and extinguishments of liabilities. Those standards are based on consistent
application of a financial components approach focusing on control. Under
that approach, after a transfer of financial assets, an entity recognizes
the financial and servicing assets it controls and the liabilities it has
incurred, derecognizes financial assets when control has been surrendered,
and drecognizes liabilities when extinguished. This statement, which
became effective after December 31, 1996, wil have no material affect on
the consolidated financial statements.
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Assets:
Total assets of VRB Bancorp and its wholly owned subsidiary, Valley of the
Rogue Bank, increased when comparing March 31, 1997 balances to December 31,
1996 and March 31, 1996 balances, respectively. At the end of the first
quarter of 1997, total assets amounted to $179,354,405, a $19,135,702 or
11.94% increase when compared to the first quarter of 1996, and a $2,247,738
or 1.3% increase when compared to December 31, 1996 balances of $177,106,667.
The table below provides abbreviated balance sheets at the end of the
respective quarters indicating the changes that have occurred in the major
portfolios of VRB Bancorp and subsidiary over the past year:
<TABLE>
<CAPTION>
March 31,
1997 1996 $ Change % Change
<S> <C> <C> <C> <C>
ASSETS
Loans $ 101,819,367 $ 89,608,632 $ 12,210,735 13.63%
Investments 39,799,043 37,600,040 2,199,003 5.85%
Federal funds sold 20,000,000 17,200,000 2,800,000 16.28%
Total assets 179,354,405 160,218,703 19,135,702 11.94%
LIABILITIES AND EQUITY
Noninterest bearing deposits $ 45,121,767 $ 38,242,993 $ 6,878,774 17.99%
Interest bearing deposits 112,309,917 103,101,384 9,208,533 8.93%
Total Deposits $ 157,431,684 $ 141,344,377 $ 16,087,307 11.38%
Total Liabilities $ 158,565,284 $ 142,172,582 $ 16,392,702 11.53%
Total Capital $ 20,789,121 $ 18,046,121 $ 2,743,000 15.20%
</TABLE>
Loans:
Outstanding loans totaled $101,819,367 at March 31, 1997, representing
a $12,210,735 or 13.63% increase when compared to March 31, 1996, and a
$2,043,565 or 2.05% increase when compared to 1996 year end balances of
$99,775,802. The Bank introduced a "Home Equity Line of Credit" and
is in the process of introducing an accounts receivable financing product. It
is expected that these new products, along with the Bank's increased marketing
efforts will have a positive influence on the Bank's ability to increase
market share during the next several quarters.
<PAGE>
The composition of the Bank's loan portfolio remained stable when compared to
1996 year end balances. The Bank's real estate construction and mortgage loan
portfolio represents 75.49%, unchanged from the year ended December 31, 1996.
Commercial loans increased from 13.21% of the portfolio at December 31, 1996,
to 13.82% at March 31, 1997.
The quality of VRB's loan portfolio remains strong. For the three months
ending March 31, 1997, management's analysis of the portfolio has indicated
that no provision for loan losses was warranted. At March 31, 1997, the
allowance of $1,630,418 for loan losses was considered sufficient to absorb
possible losses on loans which may become uncollectible based on an evaluation
of the portfolio by management. During the three months ended March 31, 1997
and 1996, the Bank realized insignificant net charge-offs of loans.
The following table presents the composition of the Bank's loan portfolio at
the date indicated:
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
Amount Percentage Amount Percentage
<S> <C> <C> <C> <C>
Commercial $ 14,067,366 13.82% $ 13,180,518 13.21%
Real estate construction 10,879,009 10.68% 9,112,084 9.13%
Real estate mortgage 65,984,995 64.81% 66,210,178 66.36%
Consumer and other 12,518,415 12.29% 12,905,553 12.93%
103,449,785 101.60% 101,408,333 101.63%
Allowance for loan losses (1,630,418) (1.60%) (1,632,531) (1.63%)
Net loans $ 101,819,367 100.00% $ 99,775,802 100.00%
</TABLE>
The following table presents information with respect to nonperforming assets:
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
<S> <C> <C>
Loans on nonaccrual status $ 132,587 $ 58,166
Loans past due greater than 90 days but not
on nonaccrual status - 11,781
Other real estate owned - -
Total nonperforming assets $ 132,587 $ 69,947
Percentage of nonperforming assets to total assets 0.07% 0.04%
</TABLE>
<PAGE>
Investment Portfolio:
At March 31, 1997 the Bank's portfolio of investment securities totaled
$39,799,043, representing an increase of $2,199,003 or 5.85% when compared to
the balance of the portfolio at March 31, 1996 and a $485,651 or 1.21%
decrease when compared to a December 31, 1996 securities portfolio of
$40,284,694. Investments in federal funds sold (an overnight investment),
were $20,000,000, at March 31, 1997, compared to $17,200,000 at March 31,
1996. The balance of federal funds sold is influenced by cash demands,
customer deposit levels, loan activity, and other investment transactions.
The following table provides the book value of the Bank's portfolio of
investment securities as of March 31, 1997 and December 31, 1996:
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
<S> <C> <C>
Investments available-for-sale
U.S. Treasury and agencies $ 19,847,384 $ 20,092,813
State and political subdivisions
Corporate and other investments 1,467,178 1,555,949
$ 21,314,562 $ 21,648,762
Investments held-to-maturity
U.S. Treasury and agencies $ - $ -
State and political subdivisions 18,484,481 18,635,932
Corporate and other investments - -
$ 18,484,481 $ 18,635,932
</TABLE>
Deposits:
From March 31, 1996 to March 31, 1997 deposits have increased by $16,087,307
or 11.38%. When compared to December 31, 1996 deposits have increased
$1,863,227 or 1.20%. The increase experienced in deposits when compared to
both December 31, 1996 and March 31 1996 is a result of management's decision
to become more competitive in pricing deposits, increased marketing, and
increased emphasis on implementing a sales culture. The growth in deposit
accounts has primarily been in Money Market Checking accounts and Non-interest
bearing checking accounts. These two categories have increased 16.52% and
17.99%, respectively, when compared to March 31, 1996. Non-interest bearing
deposits continue to be a reliable and substantial portion of our deposit
base accounting for 28.66% of total deposits at March 31, 1997.
<PAGE>
Shareholders' Equity:
Shareholder equity increased $600,987 during the first three months of 1997.
Shareholder equity at March 31, 1997 amounted to $20,789,121 compared to
$20,188,134 at December 31, 1996. The increase in equity is directly
attributable to earnings generated of $834,283 and the exercise of stock
options (4,665 shares for a total of $20,304). These additions to
equity were partially offset by a change in the value of the "available for
sale" portion of our investment portfolio. The "unrealized gain/loss" on
this portion of the portfolio is reflected in shareholder equity. The value
of this section of the investment portfolio declined $253,600 when comparing
December 31, 1996 to March 31, 1997.
Valley of the Rogue Bank is required to maintain minimum amounts of capital to
"risk weighted" assets, as defined by banking regulators. At March 31, 1997,
the Bank was required to have minimum Tier 1 and Total Capital ratios of 4.0%
and 8.0%, respectively. VRB's actual ratios at that date were 16.39% and
17.64%, respectively.
Results of Operations
Earnings:
For the three months ended March 31, 1997, VRB achieved net earnings of
$834,283, representing a 16.29% annualized return on average shareholder
equity and a 1.87% annualized return on average outstanding assets. These
returns compare to a 16.4% return on average equity and 1.88% return on
average assets for the same period in 1996. For the year ended December 31,
1996, VRB Bancorp achieved a 1.99% return on average assets and a 17.26%
return on average equity.
<PAGE>
Interest Income and Expenses:
The following table shows the amount of the increase (decrease) in VRB
Bancorp's consolidated interest income and expense and attributes such amounts
to changes in volume as well as changes in rates. Rate/volume variances have
been allocated proportionally between rate and volume changes:
<TABLE>
<CAPTION>
March 31, 1997
Increase (Decrease) Due To
Volume Rate Net Change
<S> <C> <C> <C>
Interest-earning assets:
Loans $ 316,169 $ (74,394) $ 241,775
Investment securities
Taxable securities 32,365 32,283 64,648
Nontaxable securities ** 29,748 5,524 35,272
Federal funds sold 60,915 (3,618) 57,297
Total 439,197 (40,205) 398,992
Interest-bearing liabilities:
Interest bearing checking and savings
accounts 77,160 (830) 76,330
Time deposits 39,519 (33,010) 6,509
Borrowed funds - - -
Total 116,679 (33,840) 82,839
Net increase (decrease) in net interest
income $ 322,518 $ (6,365) $ 316,153
** Tax-exempt income has been adjusted to a tax equivalent basis at 34%.
</TABLE>
Interest income for the first three months of 1997 amounted to $3,470,905, an
increase of $386,999 or 12.5% when compared to the $3,083,906 in interest
generated during the first three months of 1996. Interest expense increased
$82,839 or 9.38% when comparing the $883,286 incurred for the first three
months of 1996 to 1997's comparable period of $966,125.
Interest Margin:
The Bank's net interest margin after adjusting tax exempt income to reflect a
tax equivalent basis, increased $316,152. or 13.69% when comparing the first
three months of 1997 and 1996. The margin expressed as a percentage of net
average earning assets declined from 6.45% to 6.39% when comparing the periods
ending March 31, 1996, and 1997, respectively.
<PAGE>
Total earning assets averaged $161,682,296 and $141,088,284 for the three
month periods ending March 31, 1997 and 1996, respectively. The average yield
on earning assets, when adjusted to reflect the tax benefits on certain types
of investments, decreased slightly to 8.89% in 1997, compared to 9.05% in
1996.
Interest bearing liabilities averaged $112,588,797 and $99,033,687 during the
first three months of 1997 and 1996, respectively. The average cost of these
liabilities decreased from 3.57% in 1996 to 3.43% in 1997. The average cost
of total interest bearing liabilities and non interest bearing deposits
declined from 2.61% during the first quarter of 1996 to 2.50% during the same
period in 1997.
<PAGE>
The following table presents average balances and interest income or interest
expense with the resulting average yield or rates by category of average
earning assets or interest-bearing liability:
<TABLE>
<CAPTION>
For the three months ended For the three months ended
March 31, 1997 March 31, 1996
Average Inc / Exp Rate Average Inc / Exp Rate
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans * $ 103,439,117 $ 2,643,614 10.22% $ 91,068,090 $ 2,401,839 10.55%
Investment securities
Taxable securities 22,673,512 372,325 6.57% 20,702,557 307,677 5.94%
Nontaxable securities ** 18,588,532 355,742 7.66% 17,034,121 320,471 7.53%
Federal funds sold 16,981,765 220,176 5.19% 12,283,516 162,879 5.30%
Total interest earning assets 161,682,926 3,591,857 8.89% 141,088,284 3,192,866 9.05%
Cash and due from banks 9,645,462 8,764,942
Fixed assets 4,211,057 3,866,796
Loan loss allowance (1,629,870) (1,408,091)
Other assets 2,481,087 2,276,366
Total Assets $ 176,390,662 $ 154,588,297
Interest-bearing liabilities:
Interest-bearing checking and
savings accounts $ 85,495,049 $ 646,246 3.02% 75,287,236 $ 569,916 3.03%
Time deposits 27,093,748 319,879 4.72% 23,746,451 313,370 5.28%
Borrowed funds - - - - - -
Total interest-bearing
liabilities 112,588,797 966,125 3.43% 99,033,687 883,286 3.57%
Noninterest bearing deposits 42,024,419 - - 36,579,496 - -
Total deposits and borrowed
funds 154,613,216 966,125 2.50% 135,613,183 883,286 2.61%
Other liabilities 1,163,704 1,139,794
Total Liabilities 155,776,920 136,752,977
Shareholders' equity 20,613,742 17,835,320
Total liabilities and
shareholders' equity $ 176,390,662 $ 154,588,297
Net interest income $ 2,625,732 $ 2,309,580
Net interest margin 6.39% 6.45%
* Nonaccrual loans are included in the average balance.
** Tax-exempt income has been adjusted to a tax equivalent basis at 34%.
</TABLE>
<PAGE>
Noninterest Income
Noninterest income increased $15,110 or 4.53% when comparing the first three
months of 1997 and 1996. The increase was a result of increased income from
service charges on deposit accounts, which was partially offset by a
decline in income generated from our real estate loan department. Service
charge income from deposit accounts increased from $229,479 for the first
three months of 1996 to $255,225 for the same period in 1997.
Noninterest Expense:
Noninterest expenses increased $154,566 or 10.74% when comparing the first
three months of 1997 to the same period in 1996. Noninterest expense totaled
$1,593,851 for the first three months of 1997 compared to $1,439,285 for the
same period in 1996. The increase in expenses was a direct result of
increased staffing levels in response to the Bank's commitment to provide
personal service for existing and prospective customers.
Income Taxes:
The provision for income taxes amounted to $425,000 and $363,000 for the
periods ending March 31, 1997 and 1996, respectively. The provision resulted
in effective combined federal and state tax rates of 33.74% and 33.16% for
1997 and 1996.
Liquidity Management
Management has always placed a high priority on maintaining a high liquidity
ratio through a moderate loan-to-deposit ratio and a conservative investment
portfolio. At March 31, 1997 the Bank's loan-to-deposit ratio was 64.68%.
Additionally, there was at March 31, 1997 $20,000,000 invested in federal
funds sold, an overnight investment, to meet potential liquidity needs.
Asset-Liability Management
The principal purpose of asset-liability management is to manage the Bank's
sources and uses of funds to maximize net interest income under different
interest rate conditions with minimal risk. On a monthly basis, the Bank
calculates the "GAP", the difference between repricing assets and repricing
liabilities in specific time periods. This analysis provides an indication of
the Bank's earnings risks due to future interest rate changes. As of March
31, 1997, management's analysis indicated that the Bank's earnings risk was
within acceptable guidelines.
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings:
The Company is not a party to any pending legal proceedings that it
believes would have a material adverse effect on the financial condition or
operations of the Company.
Item 2. Changes in Securities: None
Item 3. Defaults Upon Senior Securities: None
Item 4. Submission of Matters to a Vote of Security Holders: None
Item 5. Other Information: None
Item 6. Exhibits and Reports on Form 8-K: None
<PAGE>
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.
Date: May 1, 1997 /s/ William A. Haden
William A. Haden
President
Date: May 1, 1997 /s/ Tom Anderson
Tom Anderson
Executive Vice President
Chief Operating Officer and
Secretary
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 9,769,552
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 20,000,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 21,314,562
<INVESTMENTS-CARRYING> 18,484,481
<INVESTMENTS-MARKET> 18,424,917
<LOANS> 103,449,785
<ALLOWANCE> 1,630,418
<TOTAL-ASSETS> 179,354,405
<DEPOSITS> 157,431,684
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,133,600
<LONG-TERM> 0
0
0
<COMMON> 9,500,634
<OTHER-SE> 11,486,298
<TOTAL-LIABILITIES-AND-EQUITY> 179,354,405
<INTEREST-LOAN> 2,643,614
<INTEREST-INVEST> 607,115
<INTEREST-OTHER> 220,176
<INTEREST-TOTAL> 3,470,905
<INTEREST-DEPOSIT> 966,125
<INTEREST-EXPENSE> 966,125
<INTEREST-INCOME-NET> 2,504,780
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 7,139
<EXPENSE-OTHER> 1,593,851
<INCOME-PRETAX> 1,259,283
<INCOME-PRE-EXTRAORDINARY> 834,283
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 834,283
<EPS-PRIMARY> 0.23
<EPS-DILUTED> 0.23
<YIELD-ACTUAL> 8.89
<LOANS-NON> 132,587
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,632,531
<CHARGE-OFFS> 14,236
<RECOVERIES> 12,123
<ALLOWANCE-CLOSE> 1,630,418
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
