<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 1999
[_] Transition Report Under Section 13
or 15(d) of the Exchange Act
For the transition period ended
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Commission File Number 000-21701
---------------------
CAROLINA FINCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
North Carolina 56-1978449
- ------------------------------------- ------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
115 SOUTH LAWRENCE STREET, ROCKINGHAM, NC 28380
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(Address of principal executive office)
(910) 997-6245
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes x No
----- -----
As of February 1, 2000, 1,871,545 shares of the issuer's common stock, no par
value, were outstanding. The registrant has no other classes of securities
outstanding.
This report contains 12 pages.
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<TABLE>
<CAPTION>
Page No.
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Part I. FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
<C> <S> <C>
Consolidated Statements of Financial Condition
December 31, 1999 and June 30, 1999.................................................. 3
Consolidated Statements of Operations
Three and Six Months Ended December 31, 1999 and 1998................................ 4
Consolidated Statements of Cash Flows
Six Months Ended December 31, 1999 and 1998.......................................... 5
Notes to Consolidated Financial Statements........................................... 6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................................... 7
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders......................... 11
Item 6. Exhibits and Reports on Form 8-K............................................ 11
</TABLE>
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<PAGE>
Part I. Financial Information
Item 1 - Financial Statements
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Carolina Fincorp, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
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<TABLE>
<CAPTION>
December 31,
1999 June 30,
ASSETS (Unaudited) 1999 *
-------------- --------------
(In Thousands)
<S> <C> <C>
Cash on hand and in banks $ 3,407 $ 565
Interest-bearing balances in other banks 3,115 7,118
Investment securities available for sale, at fair value 7,142 10,678
Investment securities held to maturity, at amortized cost 6,085 6,697
Loans held for sale - 106
Loans receivable, net 95,267 89,308
Accrued interest receivable 534 588
Premises and equipment, net 2,255 2,329
Stock in the Federal Home Loan Bank, at cost 727 727
Foreclosed real estate 308 20
Other assets 1,229 1,063
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TOTAL ASSETS $ 120,069 $ 119,199
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposit accounts $ 102,917 $ 101,998
Accrued interest payable 101 133
Advance payments by borrowers for property taxes
and insurance 196 407
Accrued expenses and other liabilities 717 905
------------- -------------
TOTAL LIABILITIES 103,931 103,443
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STOCKHOLDERS' EQUITY
Preferred stock, no par value, 5,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, 20,000,000 shares authorized; 1,871,545 shares
issued and outstanding 7,653 7,669
Unearned compensation (2,092) (2,236)
Retained earnings, substantially restricted 10,646 10,372
Accumulated other comprehensive income (loss) (69) (49)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 16,138 15,756
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 120,069 $ 119,199
============= =============
</TABLE>
* Derived from audited financial statements
See accompanying notes.
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<PAGE>
Carolina Fincorp, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
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<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
--------------------------------- -----------------------
1999 1998 1999 1998
-------------- -------------- -------------- ---------
(In Thousands except per share data)
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $ 1,924 $ 1,800 $ 3,751 $ 3,560
Investments and deposits in other banks 300 310 646 624
-------------- -------------- -------------- --------------
TOTAL INTEREST INCOME 2,224 2,110 4,397 4,184
-------------- -------------- -------------- --------------
INTEREST EXPENSE
Deposit accounts 1,108 1,111 2,211 2,186
-------------- -------------- -------------- --------------
NET INTEREST INCOME 1,116 999 2,186 1,998
PROVISION FOR LOAN LOSSES 27 24 54 58
-------------- -------------- -------------- --------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,089 975 2,132 1,940
-------------- -------------- -------------- --------------
NON-INTEREST INCOME
Transaction and other service fee income 105 90 218 185
Gain on sale of loans 7 56 40 124
Other 43 34 116 62
-------------- -------------- -------------- --------------
TOTAL NON-INTEREST INCOME 155 180 374 371
-------------- -------------- -------------- --------------
NON-INTEREST EXPENSES
Personnel costs 466 453 906 857
Occupancy 44 48 87 91
Equipment rental and maintenance 58 55 119 96
Marketing 34 20 70 40
Data processing and outside service fees 95 92 184 169
Federal and other insurance premiums 24 22 47 44
Supplies, telephone and postage 32 39 62 68
Other 131 97 261 179
-------------- -------------- -------------- --------------
TOTAL NON-INTEREST EXPENSES 884 826 1,736 1,544
-------------- -------------- -------------- --------------
INCOME BEFORE INCOME TAXES 360 329 770 767
INCOME TAX EXPENSE 142 118 294 277
-------------- -------------- -------------- --------------
NET INCOME $ 218 $ 211 $ 476 $ 490
============== ============== ============== ==============
NET INCOME PER COMMON SHARE
Basic $ .13 $ .12 $ .28 $ .28
Diluted .12 .12 .27 .28
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic 1,697,394 1,736,901 1,697,394 1,751,091
Assuming dilution 1,739,649 1,736,901 1,729,702 1,751,091
DIVIDEND PER COMMON SHARE $ .06 $ .06 $ .12 $ .12
</TABLE>
See accompanying notes
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<PAGE>
Carolina Fincorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
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<TABLE>
<CAPTION>
Six Months Ended
December 31,
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1999 1998
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(In Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 476 $ 490
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 99 89
Amortization, net (26) 7
Gain on sale of assets, net (18) -
Decrease in loans held for sale 106 1,057
Release of ESOP shares 60 40
Amortization of stock awards under management
recognition plan 68 69
Provision for loan losses 54 58
Deferred income taxes (21) -
Deferred compensation - 25
Change in assets and liabilities
Decrease in accrued interest receivable 54 42
Increase in other assets (135) (231)
Decrease in accrued interest payable (32) (24)
Decrease in accrued expenses and other liabilities (188) (520)
------------- ------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 497 1,102
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of:
Available for sale investment securities (1,152) (4,529)
Held to maturity investment securities - (2,500)
Proceeds from sales, maturities and calls of:
Available for sale investment securities 4,685 4,000
Held to maturity investment securities 611 3,259
Net increase in loans (6,352) (2,947)
Proceeds from sale of foreclosed real estate 69 -
Purchase of property and equipment (25) (329)
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NET CASH USED BY
INVESTING ACTIVITIES (2,164) (3,046)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand accounts 1,711 1,253
Net increase (decrease) in certificates of deposit (792) 4,972
Decrease in borrowed funds - (3,200)
Decrease in advance payments by borrowers for taxes and insurance (211) (265)
Cash dividends paid (202) (211)
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NET CASH PROVIDED BY
FINANCING ACTIVITIES 506 2,549
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NET (INCREASE) DECREASE IN
CASH AND CASH EQUIVALENTS (1,161) 605
CASH AND CASH EQUIVALENTS, BEGINNING 7,683 8,772
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CASH AND CASH EQUIVALENTS, ENDING $ 6,522 $ 9,377
============ ============
</TABLE>
See accompanying notes.
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Carolina Fincorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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NOTE A - BASIS OF PRESENTATION
In management's opinion, the financial information, which is unaudited, reflects
all adjustments (consisting solely of normal recurring adjustments) necessary
for a fair presentation of the financial information as of and for the three and
six month periods ended December 31, 1999 and 1998, in conformity with generally
accepted accounting principles. The financial statements include the accounts of
Carolina Fincorp, Inc. (the "Company") and its wholly-owned subsidiary, Richmond
Savings Bank, Inc., SSB ("Richmond Savings" or the "Bank"), and the Bank's
wholly-owned subsidiary, Richmond Investment Services, Inc. Operating results
for the three and six month periods ended December 31, 1999 are not necessarily
indicative of the results that may be expected for the fiscal year ending June
30, 2000.
The organization and business of the Company, accounting policies followed by
the Company and other information are contained in the notes to the consolidated
financial statements filed as part of the Company's annual report on Form 10-
KSB. This quarterly report should be read in conjunction with such annual
report.
NOTE B - NET INCOME PER SHARE
Net income per share has been computed by dividing net income by the weighted
average number of common and common equivalent shares outstanding during the
period. In accordance with generally accepted accounting principles, management
recognition plan shares and employee stock ownership plan shares are only
considered outstanding for the basic earnings per share calculations when they
are earned or committed to be released.
NOTE C - COMPREHENSIVE INCOME
For the three months ended December 31, 1999 and 1998, total comprehensive
income, consisting of net income and unrealized securities gains and losses, net
of taxes, was $214,000 and $206,000, respectively, and for the six months ended
December 31, 1999 and 1998, $456,000 and $499,000, respectively.
NOTE D - PENDING ACQUISITION OF THE COMPANY
On October 16, 1999, the Company's Board of Directors executed a definitive
agreement for the Company to be acquired by FNB Corp., the holding company for
First National Bank and Trust Company of Asheboro, North Carolina ("First
National"). The terms of this agreement provide that FNB Corp. will issue .79
shares of its common stock for each share of the Company's common stock. This
business combination, which is expected to be accounted for as a pooling of
interests, is expected to result in an institution with combined assets of
approximately $500 million and a market capitalization in excess of $100
million. First National operates twelve offices in Randolph, Chatham and
Montgomery counties in North Carolina.
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<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
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of Operations
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This Quarterly Report on Form 10-QSB may contain certain forward-looking
statements consisting of estimates with respect to the financial condition,
results of operations and business of the Company that are subject to various
factors which could cause actual results to differ materially from these
estimates. These factors include, but are not limited to, general economic
conditions; changes in interest rates, deposit flows, loan demand, real estate
values, and competition; changes in accounting principles, policies, or
guidelines; changes in legislation or regulation; and other economic,
competitive, governmental, regulatory, and technological factors affecting the
Company's operations, pricing, products and services.
Comparison of Financial Condition at December 31 and June 30, 1999
Consolidated total assets increased by $870,000 during the six months ended
December 31, 1999, from $119.2 million at June 30, 1999 to $120.1 million at
December 31, 1999. During the six months, the Company generated strong loan
growth, as net loans receivable increased by $6.0 million to $95.3 million.
This loan growth was partially funded by an increase of $919,000 in customer
deposit accounts, with the balance of the funding provided from liquid assets.
The overall increase in customer deposits during the six months resulted from an
increase of $1.7 million in demand deposits. In the aggregate, liquid assets
decreased from $25.1 million at June 30, 1999 to $19.7 million at December 31,
1999.
Total stockholders' equity was $16.1 million at December 31, 1999 as compared
with $15.8 million at June 30, 1999, an increase of $382,000 which resulted
principally from net income of $476,000 for the six months, while regular
quarterly dividends during the six month period aggregated $202,000 or $.12 per
share. At December 31, 1999, both the Company and the Bank continued to
significantly exceed all applicable regulatory capital requirements.
Comparison of Results of Operations for the Three months Ended December 31, 1999
and 1998
Net Income. Net income for the quarter ended December 31, 1999 was $218,000, or
$.13 per share, as compared with net income of $211,000, or $.12 per share, for
the three months ended December 31, 1998, an increase of $7,000 or $.01 per
share. An increase of $117,000 in net interest income for the current quarter
was largely offset by a decrease of $25,000 in non-interest income and an
increase of $58,000 in non-interest expenses.
Net Interest Income. Net interest income for the quarter ended December 31,
1999 was $1.1 million as compared with $1.0 million during the quarter ended
December 31, 1998, an increase of $117,000 that resulted principally from an
increased level of interest earning assets during the current quarter and a
reduction in deposit costs. Average interest earning assets were approximately
$5.7 million higher during the quarter ended December 31, 1999 as compared with
the quarter ended December 31, 1998, while the weighted average rate paid for
deposits declined to 4.28% from 4.59%. The higher level of interest earning
assets generated an increase in total interest income of $114,000. The
reduction in deposit costs yielded a $3,000 reduction in total interest expense,
despite an increase of $6.6 million in average deposits outstanding during the
quarter.
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<PAGE>
Provision for Loan Losses. The provision for loan losses was $27,000 and
$24,000 for the quarters ended December 31, 1999 and 1998, respectively. There
were net loan charge-offs of $21,000 during the quarter ended December 31, 1999
as compared with net charge-offs of $4,000 during the quarter ended December 31,
1998. At December 31, 1999, nonaccrual loans aggregated $151,000, while the
allowance for loan losses stood at $544,000.
Other Income. Other income was $155,000 for the quarter ended December 31, 1999
as compared with $180,000 for the quarter ended December 31, 1998, a decrease of
$25,000. This decrease resulted principally from a decrease of $49,000 in gains
from the sale of loans, offset partially by increases of $15,000 and $9,000,
respectively, in transaction and service fee income and other income.
Other Expenses. Other expenses increased to $884,000 during the quarter ended
December 31, 1999 as compared with $826,000 for the quarter ended December 31,
1998, an increase of $58,000 or 7%. Most of the cost increases represented
normal inflationary and growth related increases. Marketing costs increased by
$14,000 because of higher levels of advertising and other marketing activities.
Other non-interest expenses increased by $34,000 principally as a result of
legal, consulting and other expenses incurred in preparation for the Company's
annual meeting that was held on November 17, 1999.
Provision for Income Taxes. The provision for income taxes, as a percentage of
income before income taxes, was 39.4% and 35.9% for the three months ended
December 31, 1999 and 1998, respectively.
Comparison of Results of Operations for the Six months ended December 31, 1999
and 1998
Net Income. Net income for the six months ended December 31, 1999 was $476,000,
or $.28 per share, as compared with net income of $490,000, also $.28 per share,
for the six months ended December 31, 1998, a decrease of $14,000. The
Company's full service branch in Laurinburg, North Carolina opened on September
28, 1998, and was therefore fully operational during the current six months
while open for only half of the corresponding six months of 1998. On a
comparative basis, this new branch contributed to higher levels of both income
and operating expenses during the six months ended December 31, 1999 as compared
with the six months ended December 31, 1998. An increase in net interest income
for the six months ended December 31, 1999 of $188,000 was more than offset by
an increase of $192,000 in non-interest expenses.
Net Interest Income. Net interest income for the six months ended December 31,
1999 was $2.2 million as compared with $2.0 million during the six months ended
December 31, 1998, an increase of $188,000 that resulted principally from an
increased level of interest earning assets during the current six months and a
lower percentage cost for deposits. Average interest earning assets were
approximately $6.6 million higher during the six months ended December 31, 1999
as compared with the six months ended December 31, 1998, while the weighted
average rate paid for deposits declined to 4.29% from 4.59%. The higher level
of interest earning assets generated an increase in total interest income of
$213,000, and, despite an increase of $6.6 million in average deposits
outstanding during the six months, the reduction in deposit costs limited the
overall increase in total interest expense to $25,000.
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Provision for Loan Losses. The provision for loan losses was $54,000 and
$58,000 for the six months ended December 31, 1999 and 1998, respectively. There
were net loan charge-offs of $27,000 during the six months ended December 31,
1999 as compared with net charge-offs of $8,000 during the six months ended
December 31, 1998. At December 31, 1999, nonaccrual loans aggregated $151,000,
while the allowance for loan losses stood at $544,000.
Other Income. Other income was $374,000 for the six months ended December 31,
1999 as compared with $371,000 for the six months ended December 31, 1998, an
increase of $3,000. This increase resulted principally from increases of $33,000
and $54,000, respectively, in transaction and service fee income and other
income, offsetting a decrease of $84,000 in gains from the sale of loans.
Included in other income during the current quarter was a gain of $18,000 from
the sale of foreclosed real estate.
Other Expenses. Other expenses increased to $1.7 million during the six months
ended December 31, 1999 as compared with $1.5 million for the six months ended
December 31, 1998, an increase of $192,000. Factors contributing to this
increase include (1) operating costs during the current six months of the
Laurinburg full service branch office that was open for only three days during
the six months ended December 31, 1998, (2) equipment, data processing and
related costs resulting both from growth and from Year 2000 systems upgrades,
and (3) normal inflationary cost increases. In addition, during the six months
ended December 31, 1999 other non-interest expenses increased by $82,000,
largely as a result of legal, consulting and other expenses incurred in
preparation for the Company's annual meeting that was held on November 17, 1999.
Provision for Income Taxes. The provision for income taxes, as a percentage of
income before income taxes, was 38.2% and 36.1% for the six months ended
December 31, 1999 and 1998, respectively.
Liquidity and Capital Resources
The objective of the Company's liquidity management is to ensure the
availability of sufficient cash flows to meet all financial commitments and to
capitalize on opportunities for expansion. Liquidity management addresses
Richmond Savings' ability to meet deposit withdrawals on demand or at
contractual maturity, to repay borrowings as they mature, and to fund new loans
and investments as opportunities arise.
The primary sources of internally generated funds are principal and interest
payments on loans receivable, cash flows generated from operations, and
repayments of mortgage-backed securities. External sources of funds include
increases in deposits, advances from the FHLB of Atlanta, and sales of loans.
As a North Carolina-chartered savings bank, Richmond Savings must maintain
liquid assets equal to at least 10% of assets. The computation of liquidity
under North Carolina regulations allows the inclusion of mortgage-backed
securities and investments with readily marketable value, including investments
with maturities in excess of five years. Richmond Savings' liquidity ratio at
December 31, 1999, as computed under North Carolina regulations, was
approximately 15.9%. On a consolidated basis, liquid assets also represent
approximately 16.4% of total assets. Management believes that it will have
sufficient funds available to meet its anticipated future loan commitments as
well as other liquidity needs.
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<PAGE>
As a North Carolina-chartered savings bank, Richmond Savings is subject to the
capital requirements of the Federal Deposit Insurance Corporation ("FDIC") and
the North Carolina Administrator of Savings Institutions ("N. C.
Administrator"). The FDIC requires state-chartered savings banks to have a
minimum leverage ratio of Tier I capital (principally consisting of common
shareholders' equity, noncumulative perpetual preferred stock, and a limited
amount of cumulative perpetual preferred stock, less certain intangible assets)
to total assets of at least 3%; provided, however, that all institutions, other
than those (i) receiving the highest rating during the examination process and
(ii) not anticipating or experiencing any significant growth, are required to
maintain a ratio of 1% or 2% above the stated minimum. The FDIC also requires
Richmond Savings to have a ratio of total capital to risk-weighted assets of at
least 8%, of which at least 4% must be comprised of Tier I capital. The N. C.
Administrator requires a net worth equal to at least 5% of total assets. At
December 31, 1999, Richmond Savings exceeded the capital requirements of both
the FDIC and the N. C. Administrator.
Year 2000 Compliance Issues
The Year 2000 issue has posed business risks to most business organizations,
including the Company. In response, the Company formed a Year 2000 project team,
consisting of senior officers within the Company's operations, information
systems, financial and management areas, to ensure that the Company attained
Year 2000 compliance. All date sensitive systems were evaluated for Year 2000
compliance, with complete upgrading and testing of systems completed well in
advance of the Year 2000 date change. The Company also developed contingency
plans for its computer processes, including the use of alternative systems and
the manual processing of certain critical operations. In addition, the Company
had undertaken extensive efforts to ensure that significant vendor and customer
relationships are Year 2000 compliant. The Company's management is pleased, but
not surprised, that business continued as normal without adverse impact to the
Company during the critical date change. In coming months, the Bank will
continue monitoring external entities to assure that they have not experienced
any Year 2000 problems that could impact their relationship with the Company.
The Company estimates that its total Year 2000 compliance costs have aggregated
approximately $313,000, including capital expenditures of approximately $225,000
and other expenses charged to operations of approximately $88,000. In addition
to the estimated costs of its Year 2000 compliance, the Company routinely makes
annual investments in technology in its efforts to improve customer service and
to efficiently manage its product and service delivery systems.
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<PAGE>
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Stockholders was held on November 17, 1999. Of
1,871,545 shares entitled to vote at the meeting, 1,545,261 shares voted. The
following matters were voted on at the meeting:
Number of Votes For
-------------------
1. Election of directors:
i) All of the nominees who
were presented in the
proxy for the annual
meeting were elected,
as follows:
J. Stanley Vetter 1,476,828 or 95.6% of the shares voted
John T. Page, Jr. 1,437,635 or 93.0% of the shares voted
Russell E. Bennett 1,478,404 or 95.7% of the shares voted
R. Larry Campbell 1,471,455 or 95.2% of the shares voted
Buena Vista Coggin 1,478,204 or 95.7% of the shares voted
Joe M. McLaurin 1,478,404 or 95.7% of the shares voted
W. Jesse Spencer 1,419,107 or 91.8% of the shares voted
E. E. Vuncannon, Jr. 1,477,604 or 95.6% of the shares voted
ii) The following other
individuals received
votes in a number
insufficient for
election to the Board
of Directors:
Jeff Edwards 5,120 or 0.3% of the shares voted
Patrick Molamphy 10,220 or 0.7% of the shares voted
Thomas McInnis 10,220 or 0.7% of the shares voted
2. The appointment of Dixon
Odom PLLC to serve as
independent auditor for
the year ending June 30,
2000 was ratified: 1,514,951 or 98.0% of the shares voted
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
(27) Financial data schedule
(b) Reports on Form 8-K.
Two reports on Form 8-K were filed by the Company during the quarter
ended December 31, 1999. A report was filed on October 22, 1999 to
announce that the Company had entered into an Agreement and Plan of
Merger pursuant to which the Company will be acquired by FNB Corp.
Another report was filed on December 28, 1999 to announce that the
Company had terminated a stock repurchase plan that was announced on
April 8, 1999. Under this stock repurchase plan, the Company
purchased 34,000 shares of its common stock between May 7, 1999 and
May 13, 1999.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CAROLINA FINCORP, INC.
Date: February 2, 2000 By: /s/ R. Larry Campbell
--------------------------------------------
R. Larry Campbell
Chief Executive Officer
Date: February 2, 2000 By: /s/ Winston G. Dwyer
--------------------------------------------
Winston G. Dwyer
Chief Financial Officer
-12-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 3,407
<INT-BEARING-DEPOSITS> 3,115
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 7,142
<INVESTMENTS-CARRYING> 6,085
<INVESTMENTS-MARKET> 5,967
<LOANS> 95,811
<ALLOWANCE> 544
<TOTAL-ASSETS> 120,069
<DEPOSITS> 102,917
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,014
<LONG-TERM> 0
0
0
<COMMON> 7,653
<OTHER-SE> 8,485
<TOTAL-LIABILITIES-AND-EQUITY> 120,069
<INTEREST-LOAN> 3,751
<INTEREST-INVEST> 646
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 4,397
<INTEREST-DEPOSIT> 2,211
<INTEREST-EXPENSE> 2,211
<INTEREST-INCOME-NET> 2,186
<LOAN-LOSSES> 54
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,736
<INCOME-PRETAX> 770
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 476
<EPS-BASIC> 0.28
<EPS-DILUTED> 0.27
<YIELD-ACTUAL> 3.83
<LOANS-NON> 151
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 201
<ALLOWANCE-OPEN> 517
<CHARGE-OFFS> 34
<RECOVERIES> 7
<ALLOWANCE-CLOSE> 544
<ALLOWANCE-DOMESTIC> 522
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 22
</TABLE>
