Current Report Filing (8-k)
14 August 2014 - 1:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) August 13, 2014
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LSB Financial Corp.
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(Exact Name of Registrant as Specified in Its Charter)
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Indiana
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0-25070
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35-1934975
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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101 Main Street, Lafayette, Indiana
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47901
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(Address of Principal Executive Offices)
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(Zip Code)
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(765) 742-1064
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(Registrant’s Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
On August 13, 2014, LSB Financial Corp. issued a press release reporting its results of operations and financial condition for the second quarter ended June 30, 2014.
A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by this reference. The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On August 13, 2014, LSB Financial Corp. issued a press release disclosing certain information relevant to the previously announced pending merger of LSB Financial Corp. with and into Old National Bancorp. A copy of the press release is being furnished under Item 2.02 as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press Release, dated August 13, 2014
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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 hereto duly authorized.
Date: August 13, 2014
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LSB Financial Corp.
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By:
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/s/ Mary Jo David
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Mary Jo David, Treasurer
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
Exhibit Number
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Exhibit Description
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Location
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99.1
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Press Release, dated August 13, 2014
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Attached
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Filed by LSB Financial Corp.
Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to
Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: LSB Financial Corp.
Commission File No.: 0-25070
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101 Main St.
P.O. Box 1628
Lafayette, IN 47902
(765) 742-1064
www.LSBANK.com
lsbmail@LSBANK.com
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FOR IMMEDIATE RELEASE
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For further information contact:
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Randolph F. Williams
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President/CEO
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(765) 742-1064
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Fax: (765) 429-5932
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LSB Financial Corp. Announces Second Quarter and Year-to-Date Results
August 13, 2014, Lafayette, IN - LSB Financial Corp. (NASDAQ:LSBI), the parent company of Lafayette Savings Bank, FSB, today reported year-to-date earnings of $778,000 or $0.49 diluted earnings per share compared to $1.3 million or $0.85 diluted earnings per share a year earlier. Earnings for the quarter were $258,000 or $0.16 diluted earnings per share compared to $664,000 or $0.42 diluted earnings per share a year earlier. The major contributors to the Bank’s year-to-date performance were a $525,000 decrease in the provision for loan losses, a $441,000 decrease in the gain on the sale of mortgage loans over the first six months of last year, a $400,000 or 6.8% decrease in net interest income for the six months compared to the same period in 2013 primarily because of lower rates and slower loan growth, and a $327,000 or 33% increase in other expenses due primarily to merger expenses.
Randolph F. Williams, President and CEO stated, “While we are still seeing low loan demand, we continue to be pleased with the improvement in our troubled loans. At June 30, 2014, non-performing assets totaled $1.4 million or 0.39% of total assets, compared to $2.6 million or 0.70%, at the same point in 2013. Our allowance for losses is over 4 times total non-performing assets. With an allowance for loan losses totaling $6.1 million and only $1.3 in non-performing loans, we believe we are well reserved against asset deterioration.”
Williams continued, “We continue to make progress in our plan to partner with Old National Bank which will give us the opportunity to offer an expanded array of financial products and services. Old National believes in giving back to the communities it serves, and we believe this merger will bring an additional source of support to Greater Lafayette. “
The closing market price of LSB stock on August 11, 2014 was $40.16 per share as reported by the Nasdaq Global Market.
LSB FINANCIAL CORP.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(Dollars in thousands except share and per share amounts)
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Selected balance sheet data:
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June 30, 2014
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December 31, 2013
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(Unaudited)
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Cash and due from banks
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$
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16,735
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$
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21,961
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Interest-bearing deposits
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8,311
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2,237
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Interest-bearing time deposits
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1,247
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1,743
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Securities available-for-sale
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64,326
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62,705
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Loans held for sale
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488
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657
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Net portfolio loans
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253,752
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254,703
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Allowance for loan losses
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6,088
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6,348
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Premises and equipment, net
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8,370
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7,933
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Federal Home Loan Bank stock, at cost
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3,185
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3,185
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Bank owned life insurance
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6,817
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6,745
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Other assets
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5,457
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5,712
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Total assets
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368,688
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367,581
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Deposits
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314,510
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314,620
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Advances from Federal Home Loan Bank
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10,000
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10,000
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Other liabilities
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2,568
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2,234
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Total liabilities
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327,078
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326,854
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Shareholders’ equity
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41,610
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40,727
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Book value per share
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$
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26.54
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$
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26.03
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Equity / assets
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11.29
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%
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11.08
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%
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Total shares outstanding
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1,567,764
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1,564,838
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Asset quality data:
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Total non-accruing loans
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$
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1,331
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$
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2,572
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Non-accruing loans 90 or more days past due
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521
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1,384
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Non-accruing loans less than 90 days past due
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810
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1,188
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Other real estate / assets owned
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117
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18
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Total non-performing assets
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1,448
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2,590
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Non-performing loans / total loans
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0.52
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%
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1.01
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%
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Non-performing assets / total assets
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0.39
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%
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0.70
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%
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Allowance for loan losses / non-performing loans
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457.40
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%
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246.81
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%
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Allowance for loan losses / non-performing assets
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420.44
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%
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245.13
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%
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Allowance for loan losses / total loans
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2.34
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%
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2.43
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%
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Loans charged off
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$
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556
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$
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331
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Recoveries on loans previously charged off
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195
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84
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Three months ended
June 30,
(Unaudited)
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Six months ended
June 30,
(Unaudited)
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2014
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2013
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2014
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2013
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Selected operating data:
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Total interest income
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$
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3,193
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$
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3,462
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$
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6,437
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$
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7,104
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Total interest expense
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482
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596
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977
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1,244
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Net interest income
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2,711
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2,866
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5,460
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5,860
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Provision for loan losses
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100
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225
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100
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625
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Net interest income after provision for loan losses
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2,611
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2,641
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5,360
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5,235
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Non-interest income:
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Deposit account service charges
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302
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300
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566
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573
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Gain on sale of mortgage loans
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327
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527
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516
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957
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Net (loss) on sale of real estate owned
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(3
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---
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1
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(2
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)
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Other non-interest income
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319
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331
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653
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749
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Total non-interest income
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945
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1,158
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1,736
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2,277
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Non-interest expense:
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Salaries and benefits
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1,480
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1,551
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2,976
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3,078
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Occupancy and equipment, net
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313
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321
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718
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640
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Computer service
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158
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156
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312
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297
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Advertising
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81
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97
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161
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212
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FDIC insurance premium
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117
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117
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232
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233
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Other
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824
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528
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1,312
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985
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Total non-interest expense
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2,973
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2,770
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5,711
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5,445
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Income before income taxes
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583
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1,029
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1,385
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2,067
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Income tax expense
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325
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365
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607
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750
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Net income
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258
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664
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778
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1,317
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Other comprehensive income (loss)
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165
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(587
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)
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284
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(576
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)
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Comprehensive income
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423
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77
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1,062
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741
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Weighted average number of diluted shares
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1,579,522
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1,562,935
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1,577,278
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1,556,625
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Diluted earnings per share
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$
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0.16
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$
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0.42
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$
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0.49
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$
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0.85
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Return on average equity
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2.48
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%
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6.69
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%
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3.76
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%
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6.67
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%
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Return on average assets
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0.28
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%
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0.73
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%
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0.43
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%
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0.73
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%
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Average earning assets
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$
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341,183
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$
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341,925
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$
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341,133
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$
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342,270
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Net interest margin
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3.18
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%
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3.35
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%
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3.20
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%
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3.42
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%
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Efficiency ratio
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83.61
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%
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72.91
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%
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80.48
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%
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72.47
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%
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