<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 March 31, 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 Number 0-26960
------------------------------
IMPERIAL THRIFT AND LOAN ASSOCIATION
------------------------------------
(Exact name of registrant as specified in its charter)
California 95-2864759
- - ------------------------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
700 North Central Avenue, Suite 600, Glendale, California 91203
- - --------------------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(818) 551-0600
- - ---------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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
----- -----
Number of shares of common stock of the registrant: 7,820,500 outstanding as of
May 15, 1996.
<PAGE>
IMPERIAL THRIFT AND LOAN ASSOCIATION
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------- -------------
(Unaudited)
(In thousands)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 43,288 $ 22,106
Investment securities held to maturity, at cost (aggregate market
value $84,883 and $60,091 for 1996 and 1995 respectively) 86,134 60,324
Stock in Federal Home Loan Bank 7,958 12,362
Loans receivable
Loans held for investment at cost, net 505,558 447,985
Conditional sales contracts held for sale, net 1,563 55,752
Direct financing leases, net 38 60
-------- --------
507,159 503,797
Less allowance for loan losses 9,211 8,105
-------- --------
Net loans receivable 497,948 495,692
Accrued interest receivable 4,451 3,865
Other real estate owned, net 6,549 6,103
Recoverable income taxes 978 2,223
Premises and equipment, net 2,849 3,008
Deferred income taxes 3,171 3,309
Other assets 2,109 1,681
-------- --------
$655,435 $610,673
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Investment certificates $495,725 $459,825
Passbook accounts 40,999 34,968
-------- --------
536,724 494,793
FHLB advances 54,000 54,000
Accounts payable and accrued liabilities 5,017 4,669
Funded construction loans 757 519
-------- --------
Total liabilities 596,498 553,981
-------- --------
Shareholders' equity:
Preferred stock, 5,000,000 share authorized, none issued - -
Contributed capital - common stock, no par value; 20,000,000 shares
authorized, 5,980,500 and 5,980,000 issued and outstanding in 1996
and 1995, respectively 30,749 30,743
Retained earnings 28,188 25,949
-------- --------
Total shareholders' equity 58,937 56,692
-------- --------
$655,435 $610,673
======== ========
</TABLE>
See Notes to the Unaudited Financial Statements
2
<PAGE>
IMPERIAL THRIFT AND LOAN ASSOCIATION
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
For the Quarter Ended
--------------------------
March 31,
--------------------------
1996 1995
------------ ------------
(In thousands except
per share amounts)
<S> <C> <C>
Interest income
Interest and fees earned on loans receivable $15,109 $13,816
Interest on investments 1,572 518
------- -------
Total interest income 16,681 14,334
------- -------
Interest Expense
Interest expense on deposits 7,472 6,584
Interest expense on borrowings 747 178
------- -------
Total interest expense 8,219 6,762
------- -------
Net interest income 8,462 7,572
Provision for loan losses 1,721 2,628
------- -------
Net interest income after provision for loan losses 6,741 4,944
------- -------
Noninterest income (expense)
Late and collection charges 293 180
Insurance commissions earned 15 37
Gain on sales of other real estate owned 73 116
Other (71) 161
------- -------
Total noninterest income 310 494
------- -------
Noninterest expense
Other real estate owned
Expenses incurred in connection with other real estate owned 95 315
Provision for losses on other real estate owned 592 1,532
------- -------
687 1,847
------- -------
General and administrative
Compensation and benefits 1,135 1,861
Occupancy and equipment 474 439
FDIC assessment 121 297
Other 1,009 1,426
------- -------
2,739 4,023
------- -------
Total noninterest expense 3,426 5,870
------- -------
Income (loss) before income taxes 3,625 (432)
1,385 (171)
Income tax provision (benefit)
------- -------
NET INCOME (LOSS) $ 2,240 (261)
======= =======
EARNINGS (LOSS) PER SHARE $ 0.37 $ (0.06)
======= =======
</TABLE>
See Notes to the Unaudited Financial Statements
3
<PAGE>
IMPERIAL THRIFT AND LOAN ASSOCIATION
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the quarter
Ended March 31
------------------------
1996 1995
------------------------
(In thousands)
<S> <C> <C>
Cash flows from operating activities
Net income (loss) $ 2,240 $ (261)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 218 193
Provision for loan losses 1,721 2,628
Provision for losses on other real estate owned 592 1,532
(Gain) loss on sale of equipment (2) 6
Gain on sales of other real estate owned (65) (116)
(Increase) decrease in accrued interest receivable (676) 28
Decrease (increase) in recoverable income taxes 1,383 (171)
Increase in other assets (429) (1,169)
Increase (decrease) in accounts payable and accrued liabilities 438 (1,579)
------- -------
Net cash provided by operating activities 5,420 1,091
Cash flows from investing activities
Net increase in net loans receivable (57,188) (19,283)
Purchases of investments (170,495) (85,188)
Proceeds from the maturities of investments 143,462 62,961
Decrease in FHLB stock 4,404 -
Proceeds from maturity of mortgage-backed securities 1,645 -
Proceeds from sale of other real estate owned 2,186 1,120
Proceeds from sale of conditional sales contracts 50,050 -
Cash paid for capital expenditures (27) (125)
Proceeds from the sale of equipment 1 93
------- -------
Net cash used in investing activities (25,962) (40,422)
Cash flows from financing activities
Common stock options exercised 5 -
Net increase in deposits 41,931 51,007
Federal funds purchased - (10,000)
Decrease in FHLB advances - (12,700)
Decrease in funded construction loans 238 -
------- -------
Net cash provided by financing activities 42,174 28,307
------- -------
Net increase (decrease) in cash and equivalents 21,632 (11,024)
Cash and cash equivalents at beginning of year 22,106 13,361
------- -------
Cash and cash equivalents at end of period $43,738 $ 2,337
======= =======
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 7,706 $ 6,778
Cash paid during the period for income taxes $ 2 $ 43
Noncash investing transactions
Loans transferred to other real estate owned $ 3,159 $ 3,045
Disbursement of loans to facilitate the sale of other real estate own $ 1,036 $ 2,089
</TABLE>
See Notes to the Unaudited Financial Statements
4
<PAGE>
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 1996
NOTE A - BASIS OF PRESENTATION
The interim financial statements included herein have been prepared by
Imperial Thrift and Loan Association ("the Company") without audit, pursuant to
the rules and regulations of the Securities Exchange Act of 1934, as amended.
Certain information normally included in financial statements prepared in
accordance with generally accepted accounting principles has been condensed or
omitted pursuant to such rules and regulations. In the opinion of management,
the unaudited financial statements and notes thereto, reflect all adjustments,
including normal recurring adjustments, necessary for a fair presentation of the
financial position and the results of operations and cash flows for the interim
periods presented. The financial position at March 31, 1996, and the results of
operations for the three months ended March 31, 1996 are not necessarily
indicative of the results of operations that may be expected for the year ending
December 31, 1996. These unaudited financial statements have been prepared in
accordance with generally accepted accounting principles on a basis consistent
with the Company's audited financial statements, and these interim financial
statements should be read in conjunction with the Company's audited financial
statements.
NOTE B - EARNINGS PER SHARE
Earnings per share is calculated on the basis of weighted average number of
shares outstanding during the period. Fully diluted earnings per share has not
been reported in these interim financial statements as the dilutive effect of
common stock equivalents for outstanding stock options is less than 3%.
NOTE C - MEMORANDUM OF UNDERSTANDING
From March 1, 1993 until March 11, 1996, the Company had operated under a
Memorandum of Understand ("MOU") between the Company, the Federal Deposit
Insurance Corporation ("FDIC"), and the California Department of Corporations
("CDOC"). In January 1996, the FDIC and CDOC completed an examination of the
Company which did not cite any material deviations from the MOU. The Company's
subsequent request for termination of the MOU was granted on March 11, 1996.
NOTE D - SUBSEQUENT EVENT
1. Completion of Stock Offering
In April, 1996, the Company completed a secondary public offering of
1,840,000 shares of its common stock. The proceeds of this offering, which
included the exercise of the entire underwriter's overallotment, totaled
$22,561,000 after underwriter's discount and estimated expenses.
5
<PAGE>
The Company's regulatory capital ratios at March 31, 1996, adjusted for the
effect of the public offering proceeds, would have been:
Total risk-based capital ratio 16.67%
Leverage ratio 12.62%
6
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis is intended to identify the major
factors that influenced the results of operations and financial condition of the
Company for the quarter ended March 31, 1996. It should be read in conjunction
with the accompanying financial statements.
RESULTS OF OPERATIONS
OVERVIEW
The Company reported net earnings of $2,240,000, or $.37 per share, for the
quarter ended March 31, 1996, compared with a loss of $261,000, or $.06 per
share for the same period in 1995.
The increase in net income for the first quarter of 1996 compared with the
first quarter of 1995 was a result of a $0.9 million increase in net interest
income and a decrease of $0.9 million in provisions for loan losses and in
provisions for losses related to other real estate owned ("REO"), and decreases
in total noninterest expenses of $2.3 million.
The detailed changes in Imperial's principal income and expense items are
highlighted in the following table of condensed statements of operations:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
INCREASE
1996 1995 (DECREASE)
------- -------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
STATEMENT OF
OPERATIONS DATA:
Total interest income $16,681 $14,334 $ 2,347
Total interest expense 8,219 6,762 1,457
------- ------- -------
Net interest income 8,462 7,572 890
Provisions for loan losses 1,721 2,628 (907)
Noninterest income 310 494 (184)
Noninterest expense 3,426 5,870 (2,444)
------- ------- -------
Income before taxes 3,625 (432) 4,057
Income tax provision (benefit) 1,385 (171) 1,556
------- ------- -------
Net income (loss) $ 2,240 $ (261) $ 2,501
======= ======= =======
</TABLE>
Significant changes in these principal categories are discussed below.
7
<PAGE>
NET INTEREST INCOME
The following tables present, for the periods indicated, condensed average
balance sheet information for the Company, together with interest income and
yields earned on average interest earning assets and interest expense and rates
paid on average interest bearing liabilities. Nonaccrual loans are included in
loans receivable.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
----------------------------------------------------------------
1996 1995
----------------------------- ----------------------------
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE(1) BALANCE EXPENSE RATE(1)
--------- -------- ------- --------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash and short-term investments $ 77,397 $ 946 4.89% $ 39,752 $ 518 5.21%
-------- ------- ----- -------- ------- -----
Loans receivable (2):
Real estate loans 470,467 13,640 11.60% 422,292 11,560 10.95%
Auto finance contracts 40,078 1,467 14.64% 59,127 2,250 15.22%
Equipment lease contracts 46 2 17.39% 288 6 8.33%
Mortgage-backed securities 41,566 626 6.02% - - -
-------- ------- ----- -------- ------- -----
Total loans receivable 552,157 15,735 11.40% 481,707 13,816 11.47%
-------- ------- ----- -------- ------- -----
Interest earnings assets 629,554 16,681 10.60% 521,459 14,334 11.00%
-------- ------- ----- -------- ------- -----
Non interest earning assets 20,245 25,583
Allowance for loan losses (9,915) (10,899)
-------- ------- -------- -------
Total $639,884 $16,681 $536,143 $14,334
======== ======= ======== =======
LIABILITIES AND
STOCKHOLDER'S EQUITY
Thrift investment certificates payable:
Passbooks $ 39,475 $ 478 4.84% $ 33,486 $ 329 3.93%
Term certificates 482,180 6,994 5.80% 441,563 6,255 5.67%
-------- ------- ----- -------- ------- -----
Total thrift investment certificates
payable: 521,655 7,472 5.73% 475,049 6,584 5.54%
Notes payable 54,000 747 5.53% 11,841 178 6.01%
-------- ------- ----- -------- ------- -----
Total interest bearing liabilities 575,655 8,219 5.71% 486,890 6,762 5.56%
Non interest bearing liabilities 5,358 5,606
Shareholder's equity 58,871 43,647
-------- --------
Total $639,884 $ 8,219 $536,143 $ 6,762
======== ======= ======== =======
Net interest spread (3) 4.89% 5.44%
Net interest income before
provision for loan losses $ 8,462 $ 7,572
======= =======
Net interest margin (4) 5.38% 5.81%
</TABLE>
- - -------------------------
(1) Annualized.
(2) Before allowance for loan losses and net of unearned finance charges and
loan fees. Net loan fee amortization of $0.6 million and $0.5 million was
included in net interest income for the three months ended March 31, 1996
and 1995, respectively. The amount of interest amortization foregone on
loans that were on nonaccrual status at March 31, 1996 and 1995 was $1.6
million and $2.1 million, respectively.
(3) Average yield on interest earning assets less average rate paid on interest
bearing liabilities.
(4) Net interest income divided by total average interest earning assets.
8
<PAGE>
The table below sets forth, for the periods indicated, a summary of the
changes in interest income and interest expense resulting from changes in
average interest earning asset and interest bearing liability balances (volume)
and changes in average interest rate (rate). The change in interest due to both
volume and rate has been allocated to change due to volume and rate in
proportion to the relationship of absolute dollar amounts in each. Nonaccrual
loans are included in total average loans outstanding.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
--------------------------
ENDED MARCH 31
--------------------------
1996 VS 1995
--------------------------
VOLUME RATE TOTAL
------- ------ -------
(IN THOUSANDS)
<S> <C> <C> <C>
INCREASE (DECREASE)
IN INTEREST INCOME:
Cash and investments $ 458 $(30) $ 428
Real estate loans 1,370 710 2,080
Installment contracts (701) (86) (787)
Mortgage-backed securities 313 313 626
------ ---- ------
Total increase 1,440 907 2,347
------ ---- ------
INCREASE (DECREASE)
IN INTEREST EXPENSE:
Passbooks 65 84 149
Investment certificates 586 153 739
Borrowings 582 (13) 569
------ ---- ------
Total increase 1,233 224 1,457
------ ---- ------
Increase in net interest
income $ 207 $683 $ 890
====== ==== ======
</TABLE>
Net interest income was $8.5 million and $7.6 million for the first quarter of
1996 and 1995, respectively. The increase in net interest income in the first
quarter of 1996 compared with the first quarter of 1995 is attributable to rate
and volume increases in the Company's portfolio of loans and investments,
exceeding rate and volume increases associated with the Company's interest
bearing liabilities.
PROVISIONS FOR LOAN LOSSES
The Company's provision for loan losses for the quarter ended March 31, 1996
was $1.7 million, compared with $2.6 million for the quarter ended March 31,
1995. This decrease in loan loss provisions is attributable to decreased levels
of nonaccrual real estate loans held by the Company which declined to $6.2
million at March 31, 1996, from $20.8 million at March 31, 1995.
9
<PAGE>
The Company's allowance for loan losses increased to $9.2 million at March 31,
1996, compared to $8.1 million at December 31, 1995, after recording net charge-
offs of $0.6 million of real estate loans. Management believes that the
Company's allowance for credit losses at March 31, 1996 was adequate to absorb
the known and inherent risks in the loan portfolio at that date.
NONINTEREST EXPENSE
Noninterest expense consists of expenses related to other real estate owned
("REO") and general and administrative expense. REO expense was $0.7 million in
the first quarter of 1996, compared with $1.8 million in the like period of
1995. The decrease in REO expenses is due principally to a decrease in the
amount of REO held by the Company during the first quarter of 1996 compared with
the first quarter of 1995 which resulted in a corresponding decrease in activity
related to REO. At March 31, 1996, REO totaled $6.5 million compared with a
balance of $11.1 million at March 31, 1995.
General and administrative expense was $2.7 million for the first quarter in
1996, compared to $4.0 million for the like period of 1995. This $1.3 million
reduction in the period was primarily due to the reversal of a $0.4 million
bonus accrued for in the fourth quarter of 1995 but determined not to be payable
by the Company in the first quarter of 1996, a $0.2 million reduction in the
Company's FDIC assessment related to a reduction in rates by the FDIC, and a
$0.4 million reduction in other general and administrative expense consisting
principally of a $0.1 million reduction in legal expense related to the reduced
number of problem real estate loans being managed by the Company and a $0.3
million reduction in miscellaneous administrative expenses.
For the quarter ended March 31, 1996, the Company's ratio of general and
administrative expenses to average assets was 1.71% compared with 3.00% for the
like period of 1995.
FINANCIAL CONDITION
NONPERFORMING ASSETS
The following table sets forth the amount of the Company's nonperforming
assets by category at the dates indicated.
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
---------- -------------
1996 1995
---------- -------------
(IN THOUSANDS)
<S> <C> <C>
Nonaccrual Loans:
Real estate loans $ 6,177 $ 6,619
Auto finance contracts - 348
Equipment lease contracts - 18
------- -------
Total nonaccrual loans 6,177 6,985
Real estate owned 6,549 6,103
------- -------
Total nonperforming assets $12,726 $13,088
======= =======
Troubled debt restructurings $ 5,404 $ 6,182
Nonaccrual loans to total gross loans 1.22% 1.39%
Nonperforming assets to total assets 1.94% 2.14%
</TABLE>
10
<PAGE>
The following table provides certain information with respect to the Company's
allowances for loan losses as well as charge-offs, recoveries and certain
related ratios for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS ENDED YEAR ENDED
MARCH 31, DECEMBER 31,
------------------ ------------
1996 1995
------------------ ------------
(IN THOUSANDS)
<S> <C> <C>
ALLOWANCE FOR LOAN LOSSES:
Balance at beginning of period $8,105 $11,076
Provision for credit losses 1,721 13,098
CHARGE-OFFS:
Real estate loans 617 9,448
Construction loans - 43
Auto finance contracts - 7,212
Equipment lease contracts 6 82
------ -------
Total charge-offs 623 16,785
------ -------
RECOVERIES:
Real estate loans 7 45
Construction loans - -
Auto finance contracts - 632
Equipment lease contracts 1 39
------ -------
Total recoveries 8 716
------ -------
Net charge-offs 615 16,069
------ -------
Balance, end of period $9,211 $ 8,105
====== =======
</TABLE>
Auto loan charge-offs for 1995 include $3.9 million in loss allowance charged
off in connection with management's reclassification of $55.7 million in auto
loans as held for sale in the fourth quarter of 1995.
DEPOSITS AND LIQUIDITY
Total deposits increased to $536.7 million at March 31, 1996, an increase of
$41.9 million from the Company's total deposits of $494.8 million at December
31, 1995. Deposits increased during the first quarter of 1996 in order to fund
additional liquidity being held by the Company in anticipation of future
increased loan fundings. During the first quarter of 1996, the Company's
investment securities held to maturity increased to $86.1 million from $60.3
million at December 31, 1995. At March 31, 1996, the Company's ratios of total
net loans to total deposits and total net loans to total assets were 92.7% and
76.0%, respectively, compared with 100.2% and 81.2%, respectively, at December
31, 1995.
11
<PAGE>
CAPITAL RESOURCES
The Company's regulatory capital ratios at March 31, 1996 and December 31,
1995 are summarized below.
<TABLE>
<CAPTION>
March 31, December 31, Minimum
Capital Ratios 1996 1995 Requirement (1)
--------------- --------- ----------- ---------------
<S> <C> <C> <C>
Leverage ratios 9.21% 10.14% 4.00%
Tier I ratio-based capital 11.82% 10.71% 4.00%
Total risk-based capital 12.22% 11.97% 8.00%
</TABLE>
(1) Prior to March 1996, Imperial was subject to a Memorandum of Understanding
("MOU") imposed by its regulators. Imperial's minimum Leverage Ratio was
specified by the MOU and was higher than the 4.00% Leverage Ratio required
generally for other financial institutions. Upon termination of the MOU,
Imperial's Leverage Ratio requirements was reduced to 4.00%.
The Company's capital ratio allowed it to be designated as "well-capitalized"
for regulatory capital purposes.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
Not applicable.
ITEM 2 CHANGES IN SECURITIES
Not applicable.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4 SUBMISSION OF MATTERS OF SECURITY HOLDERS
Not applicable.
ITEM 5 OTHER INFORMATION
Not applicable.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27-FDS
(b) Reports on Form 8-K:
The Company filed two reports on Form 8-K during the
quarter ended March 31, 1996.
A report was filed on February 6, 1996, which covered
a press release issued by the Company announcing earnings
as of December 31, 1995. A report was filed on March 26,
1996, which covered two press releases issued by the
Company announcing the termination by the FDIC of a
Memorandum of Understanding and the filing of a
registration statement for the sale of 1.6 million shares
of common stock.
13
<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.
IMPERIAL THRIFT AND LOAN ASSOCIATION
Date: May 14, 1996 /s/George W. Haligowski
------------ -----------------------------------
George W. Haligowski
Chairman of the Board, President and
Chief Executive Officer
Date: May 14, 1996 /s/Timothy M. Doyle
------------ ------------------------------
Timothy M. Doyle
First Vice President and Acting Chief
Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,988
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 41,300
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 94,092
<INVESTMENTS-MARKET> 92,841
<LOANS> 507,159
<ALLOWANCE> 9,211
<TOTAL-ASSETS> 655,435
<DEPOSITS> 536,724
<SHORT-TERM> 0
<LIABILITIES-OTHER> 5,774
<LONG-TERM> 54,000
0
0
<COMMON> 30,749
<OTHER-SE> 28,188
<TOTAL-LIABILITIES-AND-EQUITY> 655,435
<INTEREST-LOAN> 15,109
<INTEREST-INVEST> 1,572
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 16,881
<INTEREST-DEPOSIT> 7,472
<INTEREST-EXPENSE> 747
<INTEREST-INCOME-NET> 8,462
<LOAN-LOSSES> 1,721
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,426
<INCOME-PRETAX> 3,625
<INCOME-PRE-EXTRAORDINARY> 2,240
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,240
<EPS-PRIMARY> 0.37
<EPS-DILUTED> 0.37
<YIELD-ACTUAL> 10.60
<LOANS-NON> 6,177
<LOANS-PAST> 0
<LOANS-TROUBLED> 5,404
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 8,105
<CHARGE-OFFS> 623
<RECOVERIES> 8
<ALLOWANCE-CLOSE> 9,211
<ALLOWANCE-DOMESTIC> 9,211
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
