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================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
R
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 000-22283
VIRGINIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1829288
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
24 South Augusta Street, Staunton, Virginia 24401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (540) 885-1232
NONE
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
-------- --------
Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practicable date:
Class: Common Stock, $5.00 par value
Outstanding as of October 31, 1997: 2,000,000
================================================================================
VIRGINIA FINANCIAL CORPORATION
INDEX
<TABLE>
<CAPTION>
No. Page
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Income 3
Consolidated Balance Sheets 5
Consolidated Statements of Cash Flows 6
Consolidated Statements of Changes in Stockholders' Equity 8
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 11
Part II. Other Information
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature 13
</TABLE>
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended
SEPTEMBER 30 SEPTEMBER 30
1997 1996
------------ ------------
<S> <C>
Interest Income:
Interest and Fee Income on Loans:
Secured by Real Estate $3,850 $3,448
To Finance Agriculture & Farmers 71 78
Commercial & Industrial 821 822
Individuals for Household & Personal 889 792
Obligations of State & Political
Tax-Exempt 5 6
Interest and Dividend Income on Securities:
U.S. Treas & U.S. Gov't Agencies 1,503 1,522
State & Political-Taxable 26 21
State & Political-Tax Exempt 168 186
Other Domestic Debt Securities 1 9
Interest on Federal Funds Sold 78 16
------ ------
Total Interest Income 7,412 6,900
Interest Expense:
Interest on Deposits:
NOW Accounts 272 271
Money Market Accounts 538 577
Other Savings Deposits 258 282
CD's of 100M or More 331 312
All Other Time Deposits 2,047 1,685
Interest on Fed Funds Purch'd
& Repurchase Agreements 70 84
------ ------
Total Interest Expense 3,516 3,211
Net Interest Income 3,896 3,689
Provision for Loan Losses 247 225
Non-Interest Income:
Fiduciary Income 234 186
Service Charges on Deposit Accts 167 163
Other Fee Income 281 193
All Other Non-Interest Income 33 20
------ ------
Total Non-Interest Income 715 562
Realized Gain (Losses) on AFS Securities 0 0
Non-Interest Expense:
Salaries & Employee Benefits 1,475 1,341
Expense of Premise & Fixed Assets 273 227
Other Non-Interest Expense 721 631
------ ------
Total Non-Interest Expense 2,469 2,199
Income Before Income Taxes 1,895 1,827
Applicable Income Taxes 592 563
------ ------
Net Income $1,303 $1,264
====== ======
Per Share Data Net Income $ 0.65 $ 0.63
Cash Dividends $ 0.27 $ 0.25
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Nine Months Ended
SEPTEMBER 30 SEPTEMBER 30
1997 1996
---------------------- -----------------
<S> <C>
Interest Income:
Interest and Fee Income on Loans:
Secured by Real Estate $ 11,031 $ 10,074
To Finance Agriculture & Farmers 208 219
Commercial & Industrial 2,507 2,446
Individuals for Household & Personal 2,567 2,225
Obligations of State & Political
Tax-Exempt 15 21
Interest and Dividend Income on Securities:
U.S. Treas & U.S. Gov't Agencies 4,412 4,625
State & Political-Taxable 65 59
State & Political-Tax Exempt 526 563
Other Domestic Debt Securities 8 28
Interest on Federal Funds Sold 105 73
----------- -----------
Total Interest Income 21,444 20,333
Interest Expense:
Interest on Deposits:
NOW Accounts 828 813
Money Market Accounts 1,628 1,799
Other Savings Deposits 798 857
CD's of 100M or More 907 948
All Other Time Deposits 5,392 4,859
Interest on Fed Funds Purch'd
& Repurchase Agreements 248 214
----------- -----------
Total Interest Expense 9,801 9,490
Net Interest Income 11,643 10,843
Provision for Loan Losses 560 381
Non-Interest Income:
Fiduciary Income 836 752
Service Charges on Deposit Accts. 478 486
Other Fee Income 806 607
All Other Non-Interest Income 92 55
----------- -----------
Total Non-Interest Income 2,212 1,900
Realized Gain (Losses) on AFS Securities 0 4
Non-Interest Expense:
Salaries & Employee Benefits 4,207 3,945
Expense of Premise & Fixed Assets 823 690
Other Non-Interest Expense 2,130 1,828
----------- -----------
Total Non-Interest Expense 7,160 6,463
Income Before Income Taxes 6,135 5,903
Applicable Income Taxes 1,922 1,832
----------- -----------
Net Income $ 4,213 $ 4,071
=========== ===========
Per Share Data Net Income $ 2.11 $ 2.04
Cash Dividends $ 0.81 $ 0.71
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
SEPTEMBER 30 SEPTEMBER 30
1997 1996
----------- -----------
<S> <C>
ASSETS
Cash & Due from Banks $ 17,140 $ 16,287
Federal Funds Sold 1,500 0
Securities -
U.S. Government 13,118 13,561
U.S. Agencies 88,053 86,381
Municipal Bonds 16,680 18,608
Corporate Securities 0 250
----------- -----------
Total Securities 117,851 118,800
Loans
Secured by Real Estate 179,146 160,573
To Finance Agriculture & Farmers 2,857 2,879
Commercial & Industrial 32,752 34,313
Individuals for Household & Personal 41,284 37,413
Obligations of State & Political
Tax Exempt 425 582
Other Loans 251 192
----------- -----------
Total Loans 256,715 235,952
Less Reserve for
Loan Losses (3,505) (3,039)
----------- -----------
Net Loans 253,210 232,913
Bank Premises and Equipment 4,587 4,390
Deposit Intangibles 272 290
Other Assets 5,074 4,433
----------- -----------
Total Assets $ 399,634 $ 377,113
=========== ===========
LIABILITIES AND CAPITAL
Deposits
Demand $ 54,540 $ 51,260
NOW Accounts 39,647 39,653
Money Market Checking 58,434 55,480
Savings 34,582 36,267
Time Deposits 166,029 147,715
----------- -----------
Total Deposits 353,232 330,375
Securities Sold Under
Agmt. to Repurchase 4,460 3,110
Federal Funds Purchased 0 5,000
Other Liabilities 1,616 1,054
Stockholders' Equity
Capital Stock 10,000 20,000
Surplus 13,554 3,554
Unrealized Gain (Loss) on AFS Securities 68 (91)
Undivided Profits 16,704 14,111
----------- -----------
Total Equity 40,326 37,574
----------- -----------
Total Liabilities
and Capital $ 399,634 $ 377,113
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Nine Months Ended
SEPTEMBER 30 SEPTEMBER 30
1997 1996
----------- -----------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Interest received $ 21,267 $ 20,191
Fees and other non-interest income 2,169 1,885
Interest paid (9,898) (9,407)
Cash paid to suppliers and employees (6,072) (5,614)
Income taxes paid (2,123) (1,932)
----------- -----------
Net cash provided by operating activities $ 5,343 $ 5,123
----------- -----------
Cash flows from investing activities
Maturities of securities 18,765 30,906
Proceeds from sales of securities 0 7,024
Purchases of securities (17,581) (33,745)
Net increase in loans (21,115) (20,561)
Proceeds from sale of equipment 8 0
Capital expenditures (584) (459)
Purchase of other assets (70) (64)
-----------
Net cash used in investing activities $ (20,577) $ (16,899)
----------- -----------
Net cash provided by financing activities
Net increase in certificates of deposit 18,314 18,580
Net increase (decrease) in demand deposits 4,543 (4,809)
Net (decrease) increase in federal funds purchased (5,000) 1,715
Net increase in repurchase agreements 1,350 380
Dividends paid (1,620) (1,420)
----------- -----------
Net cash used in financing activities $ 17,587 $ 14,446
----------- -----------
Net increase in cash and cash equivalents 2,353 2,670
Cash and cash equivalents at beginning of year 16,287 12,575
----------- -----------
Cash and cash equivalents at end of year $ 18,640 $ 15,245
=========== ===========
</TABLE>
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Nine Months Ended
SEPTEMBER 30 SEPTEMBER 30
1997 1996
----------- ----------
<S> <C>
Reconciliation of net income to net cash provided
by operating activities
Net income $ 4,213 $ 4,071
-------------- -------------
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation 382 296
Provision for loan losses 560 381
(Gain) Loss on sale of equipment (4) 3
Realized Gains on available for sale securities 0 (4)
Decrease in taxes payable (9) 0
Increase in interest receivable (188) (125)
Increase (Decrease) in interest payable (97) 83
Increase in prepaid expenses (262) (121)
Increase in accrued expenses 664 528
Amortization and accretion 92 28
Increase (Decrease) in deferred interest 4 (2)
Increase in fees receivable (12) (15)
----------- ----------
Total Adjustments $ 1,130 $ 1,052
----------- ----------
Net cash provided by operating activities $ 5,343 $ 5,123
=========== ==========
</TABLE>
Supplemental schedule of non-cash investing activities:
Other real estate acquired in settlement of loans 258
The accompanying notes are an integral part of these statements
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Unrealized Gain/
Loss on Securities Retained
Common Stock Surplus Available for Sale Earnings Total
------------ --------- ------------------ --------- ------
<S> <C>
Balances, December 31, 1995 20,000 3,554 110 10,489 34,153
Cash Dividends (1,420) (1,420)
Net Income 4,072 4,072
Unrealized Loss on Securities
Available for Sale (403) (403)
------- ------- ------- ------- -------
Balances, September 30, 1996 20,000 3,554 (293) 13,141 36,402
======= ======= ======= ======= =======
Unrealized Gain/
Loss on Securities Retained
Common Stock Surplus Available for Sale Earnings Total
------------- --------- ------------------- ------- --------
Balances, December 31, 1996 20,000 3,554 (91) 14,111 37,574
Issuance of Virginia Financial
Corporation Common Stock
1-2-97 Par Value $5 (10,000) 10,000 0
Cash Dividends (1,620) (1,620)
Net Income 4,213 4,213
Increase in Unrealized Loss
on Securities Available for Sale 159 159
------- ------- ------- ------- -------
Balances, September 30, 1997 10,000 13,554 68 16,704 40,326
======= ======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
VIRGINIA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Interim Financial Statements
On November 14, 1996, the shareholders approved an Agreement and Plan
of Reorganization and related Plan of Share Exchange, relating to the adoption
of a bank holding company, Virginia Financial Corporation (herein after referred
to as "the Company"), which will serve as the holding company of the Bank. This
transaction was consumated on January 2, 1997.
The Company was not operational in 1996; therefore, the financial
statements and discussions for 1996 in this quarterly report relate to
operations of Planters Bank & Trust Company of Virginia and its subsidiary.
Planters Bank & Trust Company of Virginia is the sole bank subsidiary of the
Company. The Company has no material operations other than the ownership of the
Bank.
The accompanying financial statements of Virginia Financial
Corporation and its Subsidiary have not been audited by independent accountants
for the third quarter of 1997. The balance sheet at December 31, 1996,
reflecting Planters Bank & Trust Company of Virginia has been audited by
independent accountants.
Note 2. Securities as of September 30, 1997 and December 31, 1996 are
summarized below.
<TABLE>
<CAPTION>
(000 Omitted)
September 30, 1997 December 31, 1996
Unrealized Unrealized
Book Market Gain (Loss) Book Market Gain (Loss)
---- ------ ----------- ---- ------ -----------
<S> <C>
Securities Available for Sale
U.S. Treasury Securities $13,028 $13,118 $90 $12,515 $12,563 $48
U.S. Agency Securities 44,895 44,909 14 38,282 38,096 (186)
Obligations of State and
Political Subdivisions 0 0 0 0 0 0
Other Securities 0 0 0 0 0 0
--------- --------- ---------- --------- --------- ----------
Total Securities Available for Sale 57,923 58,027 104 $50,797 $50,659 ($138)
Securities Held to Maturity
U.S. Treasury Securities 0 0 0 $999 $999 $0
U.S. Agency Securities 43,144 43,036 (108) 48,285 47,954 (331)
Obligations of State and
Political Subdivisions 16,680 16,793 113 18,608 18,613 5
Other Securities 0 0 0 250 251 1
--------- --------- ---------- --------- --------- ----------
Total Securities Held to Maturity $59,824 $59,829 $5 $68,142 $67,817 ($325)
</TABLE>
<PAGE>
VIRGINIA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF DOLLARS)
Note 3. The consolidated loan portfolio, stated at face amount, is composed of
the following:
<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
------------------ -----------------
<S> <C>
Real Estate Loans:
Construction and Land Development $18,173 $14,205
Secured by Farm Land 1,336 933
Secured by 1-4 Family residential 117,830 106,693
Other Real Estate Loans 41,807 38,965
Loans to Farmers (Except Those Secured by Real Estate) 2,857 2,879
Commercial and Industrial Loans
(Except Those Secured by Real Estate) 32,752 34,313
Loans to Individuals for Personal Expenditures 41,695 37,542
All Other Loans 676 774
------------ ------------
Total Loans $257,126 $236,304
Less Unearned Income Reflected in Loans 411 352
------------ ------------
Loans, Net of Unearned Income $256,715 $235,952
============ ============
</TABLE>
The Bank had loans in a Nonaccrual category of $194 on December 31, 1996 and
$1,125 on September 30, 1997.
Note 4. Allowance for Loan Losses
Analysis of the Allowance for Loan Losses
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30, 1997 September 30, 1996
------------------ ------------------
<S> <C>
Balance at Beginning of Period 3,039 2,786
Charge-Offs (122) (222)
Recoveries 28 54
------------ ------------
Net Charge-Offs (94) (168)
Provision for Loan Losses 560 381
------------ ------------
Balance at End of Period 3,505 2,999
============ ============
</TABLE>
VIRGINIA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5. New Accounting Pronouncements
FASB Statement No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities" was issued in June, 1996 and
establishes, among other things, new criteria for determining whether a transfer
of financial assets in exchange for cash of other consideration should be
accounted for as a sale or as a pledge of collateral in a secured borrowing.
Statement 125 also establishes new accounting requirements for pledged
collateral. As issued, Statement 125 is effective for all transfers and
servicing of financial assets and extinguishments of liabilities occurring after
December 1996.
FASB Statement No. 127, "Deferral of the Effective Date of Certain
Provisions of FASB Statement No. 125", defers for one year the effective date
(a) paragraph 15 of Statement 125 and (b) for repurchase agreement,
dollar-roll, securities lending, or similar transactions, of paragraph 9-12 and
237(b) of Statement 125.
The effects of these Statements on the Company's consolidated financial
statements are not expected to be material.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Condition
- --------------------
Assets for the first nine months of 1997 increased by $22,521,000
compared to $18,725,000 during the first nine months of 1996. Deposits increased
by $22,857,000 for the same period in 1997 compared to $000 in 1996. This
deposit growth was the result of a time deposit promotion during July and August
of 1997. The growth experienced during 1996 was a result of a time deposit
promotion during July of 1996. Deposit growth has been experienced in
non-interest bearing deposits during both years. The Bank has experienced strong
loan demand during both periods. Loans increased by $20,763,000 during the first
nine months of 1997 and by $20,400,000 during the first nine months of 1996. The
investment portfolio decreased by $949,000 during the first nine months of 1997.
This reduction, along with the deposit growth, funded the loan growth and the
reduction of Federal Funds purchased by $5,000,000. The reduction in the
investment portfolio of $4,825,000, along with deposit growth, funded the growth
in the loan portfolio during the first nine months of 1996.
Results of Operations
- ---------------------
Net income for the first nine months of 1997 was $4,213,000 compared to
$4,071,000 the first nine months of 1996. This represents an increase of
$142,000 or 3.49 percent. Net income for the third quarter of 1997 was
$1,303,000 compared to $1,264,000 for the third quarter of 1996. This represents
an increase of $39,000 or 3.09 percent. Net interest income increased for the
nine month period of 1997 by $800,000 or 7.38 percent compared to the same nine
month period of 1996. The net interest margin was 4.39 percent the first nine
months of 1997 compared to 4.31 percent the first nine months of 1996.
Non-interest income increased in 1997 by $312,000 comparing the two nine month
periods. This increase was due primarily to increases in Trust Department income
and Secondary Mortgage market fees. Other non-interest expense increased by
$302,000 during 1997 comparing the two nine month periods. Management chose to
increase the reserve for possible loan losses, in addition to its customary 1.32
percent of eligible loans outstanding by $200,000 during the third quarter of
1997. This decision was made because of the perceived credit quality of a loan
presently on the books. This addition also had an effect on third quarter 1997
earnings.
Future Operations
- -----------------
Management has not planned and does not anticipate any significant
changes in the nature or methods of operations of the Bank's ongoing business in
the fourth quarter of 1997.
<PAGE>
VIRGINIA FINANCIAL CORPORATION
AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES
<TABLE>
<CAPTION>
(000 Omitted)
Nine Months Ended September 30
1997 1996
Average Income/ Yield/ Average Income/ Yield/
ASSETS Balance Expense Rate Balance Expense Rate
----------- --------- ---------- ----------- -------- --------
<S> <C>
Securities:
Taxable 100,501 4,484 5.95% 108,819 4,711 5.77%
Tax-exempt (1) 15,808 798 6.73% 16,350 854 6.96%
----------- --------- ---------- ----------- -------- --------
Total Securities 116,309 5,282 6.06% 125,169 5,565 5.93%
Loans (net of earned income):
Taxable 243,689 16,313 8.93% 218,135 14,965 9.15%
Tax-Exempt (1) 497 23 6.17% 705 32 6.05%
----------- --------- ---------- ----------- -------- --------
Total Loans 244,186 16,336 8.92% 218,840 14,997 9.14%
Fed Funds Sold and Repurchase Agreements 2,530 105 5.53% 1,840 73 5.29%
----------- --------- ---------- ----------- -------- --------
Total Earning Assets 363,025 21,723 7.98% 345,849 20,635 7.96%
Less Allowance for Loan Losses (3,217)
Total Nonearning Assets 23,645 18,357
----------- -----------
Total Assets $383,453 $364,206
=========== ===========
LIABILITIES AND SHAREHOLDER EQUITY
Interest bearing deposits:
NOW Accounts $39,677 $828 2.78% $38,639 $813 2.81%
Money Market Savings 56,957 1,628 3.81% 62,230 1,799 3.85%
Regular Savings 35,891 798 2.96% 38,369 857 2.98%
Certificates of Deposit:
Less than $100,000 132,980 5,393 5.41% 116,501 4,859 5.56%
$100,000 and More 21,413 907 5.65% 21,760 948 5.81%
----------- --------- ---------- ----------- -------- --------
Total Interest Bearing Deposits 286,918 9,554 4.44% 277,499 9,276 4.46%
Fed Funds Purchased 1,115 47 5.62% 1,570 66 5.61%
Short Term Borrowings 5,130 201 5.22% 3,905 148 5.05%
----------- --------- ---------- -------- -------- --------
Total Interest Bearing Liabilities 293,163 9,802 4.46% 282,974 9,490 4.47%
Noninterest Bearing Liabilities
Demand Deposits 49,052 43,655
Other Liabilities 2,010 1,857
----------- -----------
Total Liabilities 344,225 328,486
Stockholders' Equity 39,228 35,720
----------- -----------
Total Liabilities and Stockholders' Equity 383,453 364,206
Net Interest Income 11,643 10,843
Interest Rate Spread 3.52% 3.49%
Interest Expense as a Percent of Average
Earning Assets 3.60% 3.66%
Net Interest Margin 4.38% 4.30%
(1) Income and yields are reported on a taxable-equivalent basis assuming a federal tax rate of 34% in 1996
and 1997
</TABLE>
<PAGE>
VIRGINIA FINANCIAL CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As of September 30, 1997 neither the corporation nor the bank was a
party to any legal proceedings.
Item 2. Not Applicable
Item 3. Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during
the Quarter ended September 30, 1997.
Item 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
NONE
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.
Virginia Financial Corporation
(Registrant)
Date November 10, 1997 /s/ Fred D. Bowers
------------------------ -----------------------------------------
Fred D. Bowers, Secretary/Treasurer
(Principal Accounting Officer and Duly
Authorized Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<NAME> VIRGINIA FINANCIAL CORPORATION
<CIK> 0001036070
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 17,140
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 1500
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 58,027
<INVESTMENTS-CARRYING> 59,824
<INVESTMENTS-MARKET> 59,829
<LOANS> 256,715
<ALLOWANCE> 3,505
<TOTAL-ASSETS> 399,634
<DEPOSITS> 353,232
<SHORT-TERM> 4,460
<LIABILITIES-OTHER> 1,616
<LONG-TERM> 0
0
0
<COMMON> 10,000
<OTHER-SE> 30,326
<TOTAL-LIABILITIES-AND-EQUITY> 399,634
<INTEREST-LOAN> 16,328
<INTEREST-INVEST> 5,011
<INTEREST-OTHER> 105
<INTEREST-TOTAL> 21,444
<INTEREST-DEPOSIT> 9,553
<INTEREST-EXPENSE> 9,801
<INTEREST-INCOME-NET> 11,643
<LOAN-LOSSES> 560
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 7,160
<INCOME-PRETAX> 6,135
<INCOME-PRE-EXTRAORDINARY> 6,135
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,213
<EPS-PRIMARY> 2.11
<EPS-DILUTED> 2.11
<YIELD-ACTUAL> 4.38
<LOANS-NON> 1,139
<LOANS-PAST> 348
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,039
<CHARGE-OFFS> 122
<RECOVERIES> 28
<ALLOWANCE-CLOSE> 3,505
<ALLOWANCE-DOMESTIC> 2,786
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 719
</TABLE>
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