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<PAGE>
================================================================================
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 March 31, 2000
OR
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 May 3, 2000: 3,981,008
===============================================================================
<PAGE>
VIRGINIA FINANCIAL CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
No.
Part I. Financial Information
<S> <C>
Item 1. Financial Statements
Consolidated Statement of Income 3
Consolidated Balance Sheet 4
Consolidated Statements of Cash Flows 5
Consolidated Statements of Changes in Stockholders' Equity 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition 10
Item 3. Quantitative and Qualitative Disclosure about Market Risk 10
Part II. Other Information
Item 1. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signature 12
</TABLE>
<PAGE>
Part 1
Item 1.
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended
MARCH 31 MARCH 31
2000 1999
------------------- ---------------------
<S> <C>
Interest Income:
Interest and Fee Income on Loans:
Secured by Real Estate $4,594 $3,994
To Finance Agriculture & Farmers 62 68
Commercial & Industrial 922 872
Individuals for Household & Personal 771 863
Obligations of State & Political Tax-Exempt 1 1
Other 0 1
Interest and Dividend Income on Securities:
U.S. Treas & U.S. Gov't Agencies 1,346 1,321
State & Political-Taxable 94 50
State & Political-Tax Exempt 448 305
Other Domestic Debt Securities 11 5
Equity Securities 54 101
Interest on Earning Deposits Due From Banks 29 0
Interest on Federal Funds Sold 8 41
----------- -----------
Total Interest Income 8,340 7,622
----------- -----------
Interest Expense:
Interest on Deposits:
NOW Accounts 300 282
Money Market Accounts 485 470
Other Savings Deposits 306 270
CD's of 100M or More 322 325
All Other Time Deposits 2,039 1,923
Interest on Fed Funds Purch'd
& Repurchase Agreements 177 129
Interest on Other Borrowed Money 159 0
----------- -----------
Total Interest Expense 3,788 3,399
----------- -----------
Net Interest Income 4,552 4,223
Provision for Loan Losses 209 149
----------- -----------
Net Interest Income after Provision for Loan Losses 4,343 4,074
----------- -----------
Noninterest Income:
Trust Department Income 448 388
Service Charges on Deposit Accts. 371 300
Other Fee Income 366 550
All Other Non-Interest Income 54 30
----------- -----------
Total Noninterest Income 1,239 1,268
----------- -----------
Noninterest Expense:
Salaries & Employee Benefits 1,787 1,625
Expense of Premise & Fixed Assets 470 349
Other Non-Interest Expense 1,098 938
----------- -----------
Total Non-Interest Expense 3,355 2,912
----------- -----------
Income Before Income Taxes 2,227 2,430
Provision for Income Taxes 625 741
----------- -----------
Net Income $ 1,602 $ 1,689
=========== ===========
Per Share Data Net Income, basic and diluted $ 0.40 $ 0.42
Cash Dividends $ 0.17 $ 0.16
</TABLE>
The accompanying notes are an integral part of these statements
3
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
2000 1999
----------- -----------
<S> <C>
ASSETS
Cash & Due from Banks $ 15,115 $ 24,918
Interest Earning Deposits Due From Banks 71 3,241
Federal Funds Sold 7,100 0
Securities (fair value: 2000, $133,442;
1999, $135,434) 135,237 137,203
Loans held for resale 1,160 1,017
Loans, net of allowance for loan losses, 2000, $3,601;
1999, $3,470 301,568 290,496
Bank Premises and Equipment 7,446 7,617
Deposit Intangibles 2,140 2,180
Other Assets 6,349 6,709
----------- -----------
Total Assets $ 476,186 $ 473,381
=========== ===========
LIABILITIES AND CAPITAL
Deposits
Demand $ 67,620 $ 64,052
NOW Accounts 51,419 50,454
Money Market Checking 55,182 53,835
Savings 41,948 42,257
Time Deposits 189,367 186,767
----------- -----------
Total Deposits 405,536 397,365
Securities Sold Under
Agmt. to Repurchase 11,335 9,725
Other Borrowed Money 11,000 15,000
Federal Funds Purchased 0 3,900
Other Liabilities 1,746 1,271
Stockholders' Equity
Common Stock 19,907 19,986
Surplus 13,040 13,478
Undivided Profits 15,311 14,389
Accumulated Other Comprehensive Income (1,689) (1,733)
----------- -----------
Total Stockholders' Equity 46,569 46,120
----------- -----------
Total Liabilities
and Stockholders' Equity $ 476,186 $ 473,381
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Three Months Ended
MARCH 31 MARCH 31
2000 1999
----------- -----------
<S> <C>
Cash Flows from Operating Activities
Interest received $ 8,141 $ 7,469
Fees and other non-interest income 1,239 1,262
Interest paid (3,754) (3,179)
Cash paid to suppliers and employees (2,849) (1,907)
Income taxes paid 0 (623)
----------- -----------
Net cash provided by operating activities $ 2,777 $ 3,022
----------- -----------
Cash Flows from Investing Activities
Maturities of securities 772 10,019
Proceeds from sales of securities 1,616 5,946
Purchases of securities- (281) (11,541)
Net (increase) decrease in loans (11,424) 2,940
Proceeds from sale of equipment 0 0
Capital expenditures (58) (321)
Net (increase) decrease in other assets (8) 10
Other real estate owned improvements 0 0
Proceeds from sale of other real estate 49 120
----------- -----------
Net cash provided by (used in) investing activities $ (9,334) $ 7,173
----------- -----------
Cash Flows from Financing Activities
Net increase in certificates of deposit 2,600 2,173
Net increase in demand & savings deposits 5,571 1,259
Net (decrease) in federal funds purchased (3,900) (9,475)
Net (decrease) in other borrowed money (4,000) 0
Net increase in securities sold
under repurchase agreements 1,610 1,705
Payment to repurchase common stock (517) 0
Dividends paid (680) (640)
----------- -----------
Net cash provided by (used in) financing activities $ 684 $ (4,978)
----------- -----------
Net increase (decrease) in cash and cash equivalents (5,873) 5,217
Cash and cash equivalents at beginning of year 28,159 17,557
----------- -----------
Cash and cash equivalents at end of year $ 22,286 $ 22,774
=========== ===========
</TABLE>
5
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Three Months Ended
MARCH 31 MARCH 31
2000 1999
----------- ----------
<S> <C>
Reconciliation of net income to net cash provided by
operating activities
Net income $ 1,602 $ 1,689
----------- ----------
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation 229 173
Provision for loan losses 209 149
Loss (gain) on sale of assets 0 1
Provision for deferred taxes 0 0
Realized gains on available for sale securities (16) 0
Increase in taxes payable 212 42
(Increase) decrease in interest receivable (137) (108)
Increase in interest payable 34 220
Increase (decrease) in prepaid expenses 382 (22)
Increase in accrued expenses 232 893
Premium amortization (discount accretion)
on securities, net 16 (15)
Increase (decrease) in deferred income (2) 6
Increase (decrease) in fees receivable 16 (6)
----------- ----------
Total Adjustments $ 1,175 $ 1,333
----------- ----------
Net cash provided by operating activities $ 2,777 $ 3,022
=========== ==========
Supplemental schedule of non-cash investing activities:
Other real estate acquired in settlement of loans 0 162
=========== ==========
Unrealized gain (loss) on securities available
for sale 66 (489)
=========== ==========
</TABLE>
The accompanying notes are an integral part of these statements
6
<PAGE>
VIRGINIA FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1999 AND 2000
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
Accumulated
Other
Common Caital Retained Comprehensive Comprehensive
Stock Surplus Earnings Income Income Total
---------- ---------- ---------- ---------- ---------- ---------
<S> <C>
Balances, December 31, 1998 20,000 13,554 11,434 476 45,464
Comprehensive income:
Net income 1,689 1,689 1,689
Other comprehensive income net of tax,
unrealized holding (losses) arising during
the period
(net of tax, ($166,356)) (323) (323) 13
----------
Total comprehensive income 1,366
==========
Cash dividends ($0.16 per share) (640) (640)
---------- ---------- ---------- ---------- ---------
Balances, March 31, 1999 $ 20,000 $ 13,554 $ 12,483 $ 153 $ 46,190
========== ========== ========== ========== =========
Accumulated
Other
Common Caital Retained Comprehensive Comprehensive
Stock Surplus Earnings Income (Loss) Income Total
---------- ---------- ---------- ------------------------ ---------
Balances, December 31, 1999 19,986 13,478 14,389 (1,733) 46,120
Comprehensive income:
Net income 1,602 1,602 1,602
Other comprehensive income net of tax,
unrealized holding gains arising during
the period
(net of tax, $22,412) 44 44 44
----------
Total comprehensive income 1,646
==========
Cash dividends ($0.17 per share) (680) (680)
Stock repurchase of 15,726 shares (79) (438) (517)
---------- ---------- ---------- ---------- ---------
Balances, March 31, 2000 $ 19,907 $ 13,040 $ 15,311 $ (1,689) $ 46,569
========== ========== ========== ========== =========
</TABLE>
The accompanying notes are an integral part of these statements
7
<PAGE>
VIRGINIA FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Interim Financial Statements
The accompanying financial statements of Virginia Financial
Corporation and its Subsidiary have not been audited by independent accountants
except for the balance sheet at December 31, 1999. In the opinion of the
company's management, the financial statements reflect all adjustments necessary
to present fairly the results of operations for the three month periods ended
March 31, 2000 and 1999, the company's financial position at March 31, 2000 and
December 31, 1999, and cash flows for the three month periods ended March 31,
2000 and 1999. These adjustments are of a normal recurring nature.
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.
Note 2. Securities as of March 31, 2000 and December 31, 1999 are summarized
below.
<TABLE>
<CAPTION>
(IN THOUSANDS OF DOLLARS)
March 31, 2000 December 31, 1999
Unrealized Unrealized
Book Market Gain (Loss) Book Market Gain (Loss)
---- ------ ----------- ---- ------ -----------
<S> <C>
Securities Available for Sale
U.S. Treasury Securities $ 8,290 $ 8,144 $ (146) $ 8,257 $ 8,128 $ (129)
U.S. Agency Securities 34,579 33,661 $ (918) 34,581 33,743 $ (838)
Obligations of State and
Political Subdivisions 28,881 27,571 $ (1,310) 28,874 27,395 $ (1,479)
Other Securities 3,840 3,655 (185) 5,189 5,009 (180)
----------- ---------- ------------ ---------- ---------- ------------
Total Securities Available for Sale $ 75,590 $ 73,031 $ (2,559) $ 76,901 $ 74,275 $ (2,626)
=========== ========== ============ ========== ========== ============
Securities Held to Maturity
U.S. Treasury Securities $ 4,490 $ 4,410 $ (80) $ 4,489 $ 4,431 $ (58)
U.S. Agency Securities 41,286 39,843 $ (1,443) 41,285 39,833 $ (1,452)
Obligations of State and
Political Subdivisions 16,430 16,158 $ (272) 17,154 16,895 $ (259)
Other Securities 0 0 $ 0 0 0 $ 0
----------- ---------- ------------ ---------- ---------- ------------
Total Securities Held to Maturity $ 62,206 $ 60,411 $ (1,795) $ 62,928 $ 61,159 $ (1,769)
=========== ========== ============ ========== ========== ============
</TABLE>
8
<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>
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C>
Real Estate Loans:
Construction and Land Development $ 12,183 $ 8,674
Secured by Farm Land 3,833 3,915
Secured by 1-4 Family residential 126,660 122,411
Other Real Estate Loans 85,179 82,281
Loans to Farmers (Except Those Secured by Real Estate) 2,412 2,883
Commercial and Industrial Loans
(Except Those Secured by Real Estate) 35,315 33,874
Loans to Individuals for Personal Expenditures 39,441 39,974
All Other Loans 467 277
------------ ------------
Total Loans 305,490 294,289
Less Unearned Income Reflected in Loans 321 323
------------ ------------
Loans, Net of Unearned Income $ 305,169 $ 293,966
============ ============
The Bank had loans in a Nonaccrual category of $1,064 on December 31, 1999 and
$1,042 on March 31, 2000
Note 4. Allowance for Loan Losses
Analysis of the Allowance for Loan Losses
For the Three Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
Balance at Beginning of Period 3,470 3,212
Charge-Offs (95) (191)
Recoveries 17 20
------------ ------------
Net Charge-Offs (78) (171)
Provision for Loan Losses 209 149
------------ ------------
Balance at End of Period $ 3,601 $ 3,190
============ ============
</TABLE>
9
<PAGE>
Part 1
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Net income for the first quarter of 2000 was $1,602,000 compared to
$1,689,000 for the first quarter of 1999. This represents a decrease of $87,000
or 5.2%. Interest income increased $718,000 or 9.4% and total average earning
assets increased $38,830,000 or 9.6%. The yield on average earning assets was
7.8% and 7.7% for the first quarters of 2000 and 1999 respectively. Interest
expense increased $389,000 or 11.4% and total average interest bearing
liabilities increased $36,432,000 or 11.3%. The cost of funds was 4.2% for both
first quarters of 2000 and 1999. The net interest spread was 3.6% and 3.5% for
the first quarters of 2000 and 1999 respectively.
Non-interest income decreased $29,000 or 2.3% the first quarter of 2000
compared to 1999. This decrease was due to a decrease in business volume
generated by the secondary mortgage department. Non-interest expense increased
$443,000 or 15.2% the first quarter of 2000 compared to 1999. This increase was
due to increases in salaries and employee benefits; increases in premises and
fixed asset expense due to the addition of four new branches during 1999; and
increases in other non-interest expenses associated with the branch expansion.
Financial Condition
- -------------------
Total assets increased $2,805,000 the first quarter of 2000 compared to a
decrease of $2,468,000 the first quarter of 1999.
During the first quarter of 2000, cash & due from banks decreased
$9,803,000; interest earning deposits due from banks decreased $3,170,000; the
investment portfolio was reduced by $1,966,000; deposit growth was $8,171,000;
and securities sold under agreements to repurchase increased by $1,610,000.
These sources of funds were used to fund loan growth of $11,215,000; increase
federal funds sold by $7,100,000; decrease federal funds purchased by
$3,900,000; and decrease other borrowed money by $4,000,000.
During the first quarter of 1999, cash & due from banks decreased
$2,208,000; the investment portfolio was reduced by $4,877,000; net loans
decreased by $3,251,000; deposit growth was $3,433,000 and securities sold under
agreements to repurchase increased by $1,705,000. These sources of funds were
used to increase federal funds sold by $7,425,000 and to decrease federal funds
purchased by $9,475,000.
- -
Future Operations
- -----------------
Planters Bank & Trust Company of Virginia has committed to purchase 6 acres
of land located in the Greenhills Industrial and Technological Park, Staunton,
Virginia for a cost of $126,000. The Bank has plans to build an 18,000 square
foot operations center with construction to begin approximately August 1, 2000.
The new operations center will house the bank's proof and transit department,
secondary mortgage department and other operational support departments. The new
building will help alleviate the present overcrowded condition at the main
office location. The total cost for this operations facility is estimated to be
$1,425,000.
Part 1
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in information reported as of December
31, 1999, in Form 10-K.
10
<PAGE>
VIRGINIA FINANCIAL CORPORATION
AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES
<TABLE>
<CAPTION>
(000 Omitted)
Three Months Ended March 31
2000 1999
Average Income/ Yield/ Average Income/ Yield/
ASSETS Balance Expense Rate Balance Expense Rate
----------- --------- ---------- ----------- --------- --------
<S> <C>
Securities:
Taxable $ 97,392 $ 1,492 6.13% $ 99,110 $ 1,477 5.96%
Tax-exempt (1) 41,428 702 6.78% 27,782 462 6.65%
----------- --------- ---------- ----------- --------- --------
Total Securities $ 138,820 $ 2,194 6.32% $ 126,892 $ 1,939 6.11%
Loans (net of earned income):
Taxable 299,882 6,349 8.47% 271,977 5,798 8.53%
Tax-Exempt (1) 128 2 6.25% 131 2 6.11%
----------- --------- ---------- ----------- --------- --------
Total Loans 300,010 6,351 8.47% 272,108 5,800 8.53%
Interest Earning Deposits Due From Banks 2,024 29 5.73%
Fed Funds Sold and Repurchase Agreements 462 8 6.93% 3,486 41 4.70%
----------- --------- ---------- ----------- --------- --------
Total Earning Assets 441,316 8,582 7.78% 402,486 7,780 7.73%
Less Allowance for Loan Losses (3,539) (3,250)
Total Nonearning Assets 31,955 29,409
----------- -----------
Total Assets $ 469,732 $ 428,645
=========== ===========
LIABILITIES AND SHAREHOLDER EQUITY
Interest bearing deposits:
NOW Accounts $ 49,585 $ 300 2.42% $ 45,326 $ 282 2.49%
Money Market Savings 54,977 485 3.53% 55,340 470 3.40%
Regular Savings 41,461 306 2.95% 36,821 270 2.93%
Certificates of Deposit:
Less than $100,000 161,953 2,039 5.04% 146,562 1,923 5.25%
$100,000 and More 26,253 322 4.91% 25,827 325 5.03%
----------- --------- ---------- ----------- --------- --------
Total Interest Bearing Deposits 334,229 3,452 4.13% 309,876 3,270 4.22%
Fed Funds Purchased & Repurchase Agreements 13,547 177 5.23% 11,941 129 4.32%
Other Borrowed Money 10,473 159 6.07%
----------- --------- ---------- ----------- --------- --------
Total Interest Bearing Liabilities 358,249 3,788 4.23% 321,817 3,399 4.22%
Noninterest Bearing Liabilities
Demand Deposits 63,221 58,764
Other Liabilities 1,880 2,089
----------- -----------
Total Liabilities 423,350 382,670
Stockholders' Equity 46,382 45,975
----------- -----------
Total Liabilities and Stockholders' Equity $ 469,732 $ 428,645
=========== ===========
Net Interest Income 4,794 4,381
Interest Rate Spread 3.55% 3.51%
Interest Expense as a Percent of Average
Earning Assets 3.43% 3.38%
Net Interest Margin 4.35% 4.35%
</TABLE>
(1) Income and yields are reported on a taxable-equivalent basis assuming a
federal tax rate of 34% in 1999 and 2000
11
<PAGE>
VIRGINIA FINANCIAL CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As of March 31, 2000 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 March 31, 2000.
Item 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed during the Quarter ended March 31,
2000.
(b) Exhibits
The following exhibits are filed with this Form 10-Q or incorporated by
reference to previous filings.
Number Description
------- -----------
Exhibit 3. (i) Articles of Incorporation incorporated by
reference to Exhibit 3.1 of the Company's Form
8-B successor registration statement filed March
24, 1997.
(ii) Bylaws incorporated by reference to Exhibit 3.2
of the Company's Form 8-B successor registration
statement filed March 24, 1997.
Exhibit 11. EPS Computation attached.
Exhibit 27. Financial Data Schedule Attached.
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 May 15, 2000 /s/ Fred D. Bowers
--------------------------- -----------------------------
Fred D. Bowers, Secretary/Treasurer
(Principal Accounting Officer and Duly
Authorized Officer)
12
<PAGE>
Exhibit 11
Computation of Weighted Average Shares Outstanding and Earnings Per Share
Shares Outstanding End of Month - 1st Quarter
2000
-----------
January 3,997,198
February 3,993,708
March 3,983,155
-----------
11,974,061
Divided by: 3 months
-----------
3,991,354
===========
Net Income 1,601,694
===========
Net Income Per Share - Basic $ 0.40
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<CIK> 0001036070
<NAME> VIRGINIA FINANCIAL CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 15,115
<INT-BEARING-DEPOSITS> 71
<FED-FUNDS-SOLD> 7,100
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 73,031
<INVESTMENTS-CARRYING> 62,206
<INVESTMENTS-MARKET> 60,411
<LOANS> 305,169
<ALLOWANCE> 3,601
<TOTAL-ASSETS> 476,186
<DEPOSITS> 405,536
<SHORT-TERM> 22,335
<LIABILITIES-OTHER> 1,746
<LONG-TERM> 0
0
0
<COMMON> 19,907
<OTHER-SE> 26,662
<TOTAL-LIABILITIES-AND-EQUITY> 476,186
<INTEREST-LOAN> 6,350
<INTEREST-INVEST> 1,953
<INTEREST-OTHER> 37
<INTEREST-TOTAL> 8,340
<INTEREST-DEPOSIT> 3,452
<INTEREST-EXPENSE> 3,788
<INTEREST-INCOME-NET> 4,552
<LOAN-LOSSES> 209
<SECURITIES-GAINS> 16
<EXPENSE-OTHER> 3,355
<INCOME-PRETAX> 2,227
<INCOME-PRE-EXTRAORDINARY> 2,227
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,602
<EPS-BASIC> 0.40
<EPS-DILUTED> 0.40
<YIELD-ACTUAL> 4.35
<LOANS-NON> 1,042
<LOANS-PAST> 521
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,470
<CHARGE-OFFS> 95
<RECOVERIES> 17
<ALLOWANCE-CLOSE> 3,601
<ALLOWANCE-DOMESTIC> 3,293
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 308
</TABLE>
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