<PAGE> 1
FORM 10-Q
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1999
FIRST NATIONAL BANCSHARES, INC.
(exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
FLORIDA 06-1522028
(Jurisdiction of Organization) I.R.S. Employer
Identification No.
5817 MANATEE AVENUE WEST, BRADENTON, FLORIDA 34209
(Address of principal office) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (813) 794-6969
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 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 of
the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<S> <C>
Common stock, par value $.10 per share 1,502,956 shares
- -------------------------------------- --------------------------
(class) Outstanding as of May 10, 1999
</TABLE>
<PAGE> 2
FIRST NATIONAL BANK OF MANATEE
Index to Form 10-Q
For the quarter Ended March 31, 1998
<TABLE>
<CAPTION>
Page
<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets,
March 31, 1999 and December 31, 1998 1
Condensed Consolidated Statements
of Income for the three months ended
March 31, 1999 and 1998 3
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 1999 and March 31, 1998 4
Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations 6
Item 3. Quantitative and Qualitative Disclosure About Market Risk 10
PART II. OTHER INFORMATION.
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults under Senior Securities 12
Item 4. Submission of Matters to a vote of Security Holders 12
Item 5. Other Information. 12
Item 6. Exhibits and Reports on Form 8-K
12
SIGNATURES 13
Exhibit Index 14
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST NATIONAL BANK OF MANATEE
Balance Sheet
Assets (000's)
<TABLE>
<CAPTION>
March 31 December 31
1999 1998
---- ----
(Unaudited) **
<S> <C> <C>
Cash and Due from Banks 4,584 4,526
Interest Bearing Bank Balances 9,492 5,878
Federal Funds Sold 1,400 950
Investment Securities, 48,235 41,332
Unrecognized securities gains (261) 65
Loans 102,125 100,360
Less allowance for credit losses (1,068) (1,070)
Deferred Loan Fees (earned) (15) (11)
Premises and Equip, Net 4,600 4,697
Accrued Interest Rec 826 871
Other Assets 579 425
Deferred Income Tax Charges 318 195
Other R.E. and other assets owned 0 0
--------- ---------
Total Assets $ 170,815 $ 158,218
--------- ---------
</TABLE>
** Condensed from audited financial statements and pooled accounting applied to
reflect the merger effective January 1, 1999.
<PAGE> 4
Liabilities and Stockholders' Equity
<TABLE>
<CAPTION>
March 31 December 31
1999 1998
---- ----
<S> <C> <C>
Liabilities
Deposits
Demand, non-interest bearing 19,165 16,673
Demand int. bearing 17,925 17,518
Time (CD's, MM's, &
Savings Accounts) 111,016 102,699
--------- ---------
TOTAL DEPOSITS 148,106 136,887
--------- ---------
Repurchase Agreements 3,523 2,083
Capital Lease Obligation 534 543
Accrued Interest Payable 968 1,067
Accounts Payable and other Liabilities 559 628
Fed Funds Purchased and other
Short Term Borrowings 5,000 5,000
--------- ---------
TOTAL LIABILITIES 136,028 146,208
--------- ---------
Stockholders' Equity:
Common stock, par value $5 per share;
Authorized 750,000 shares;
Issued and outstanding 607,607 shares 150 3,757
Capital Surplus 8,429 4,910
Unrecognized securities gains (162) 40
Retained Earnings 3,614 3,303
--------- ---------
Net stockholder's equity 12,031 12,010
--------- ---------
Total Liab. & stkhldr's equity $ 170,815 $ 158,208
--------- ---------
</TABLE>
2
<PAGE> 5
FIRST NATIONAL BANK OF MANATEE
STATEMENT OF INCOME
FOR THE PERIOD JANUARY 1 THROUGH MARCH 31 (000'S)
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Interest Income:
Loans (excluding fees) 2,064 1,781
Loan Fees 18 28
Investment securities:
Taxable 571 678
Exempt from Federal Taxes 55 23
Interest Bearing Bank Balances 121 56
Federal funds sold 12 30
------ ------
Total Interest Income 2,841 2,596
Interest expense 1,440 1,413
------ ------
NET INTEREST INCOME 1,400 1,183
Provision for credit loss 35 15
------ ------
Net Interest Income
After Provision for Credit Losses 1,365 1,168
Other operating income:
Service charges on deposit accounts 99 68
Investment sec. gains 34 0
Trust Fees 97 70
Other Income 84 65
------ ------
Total Other Operating Income 314 203
Other operating expenses:
Salaries and employee benefits 612 528
Occupancy expense of bank premises 127 111
Equipment expense 98 85
Other expenses 374 358
------ ------
Total Other operating expenses 1,211 1,082
------ ------
Profit Before Tax 468 290
Estimated State and Federal Income Taxes 157 95
------ ------
PROFIT AFTER TAX $ 311 $ 195
------ ------
</TABLE>
3
<PAGE> 6
STATEMENTS OF CASH FLOWS
(000'S)
MARCH 31
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income 311 195
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation & leasehold amortization 55 83
Allowance for loan losses (net of charge offs) (3) 18
Deferred income taxes (90) (11)
Decrease in accrued interest receivable 46 109
Increase (decrease) in accrued interest payable (98) (71)
Increase (decrease) in accounts payable and other liabilities 84 (94)
Decrease (increase) in other assets (106) (180)
-------- --------
Net cash provided by operating activities 199 49
INVESTING ACTIVITIES
Proceeds from sales and maturities of investment
securities net of purchases (6,904) (2,286)
Loans originated, net of principal collections (1,761) (635)
Capital expenditures 25 0
Proceeds from sale of other R. E. and assets owned 0 6
Increase (decrease) in federal funds purchased 0 0
Decrease (increase) in federal funds sold (4,064) (3,325)
-------- --------
Net cash provided (used) by investing activities (12,599) (6,240)
FINANCING ACTIVITIES
Net increase (decrease) in demand deposits 2,900 2,486
Net increase (decrease) time deposits 8,319 3,889
Increase (decrease) in securities sold under
agreements to repurchase 1,440 6
Dividends paid 0 0
Proceeds from issuance of common stock 0 0
Retirement of common stock 0 0
Principal payments under capital lease obligation (9) (9)
Net cash (used) provided by financing activities 12,650 6,372
-------- --------
Net increase in cash and due from banks 140 181
Cash and due from banks at beginning of year 4,355 5,952
-------- --------
Cash and due from banks at end of quarter $ 4,495 $ 6,133
-------- --------
SCHEDULE OF NON-CASH INVESTING ACTIVITIES
Loans transferred to other real estate owned $ 0 $ 0
-------- --------
</TABLE>
4
<PAGE> 7
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF FINANCIAL REPORTING
The accompanying unaudited condensed financial statements have been prepared in
accordance with instructions to Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all normal and
recurring adjustments necessary for fair presentation of such financial
statements have been included. For further information, refer to the
consolidated financial statements and the notes thereto included in the Bank's
annual report on Form 10-K for the year ended December 31, 1998.
Results for the three month period ended March 31, 1999, may not necessarily be
indicative of those to be expected for the entire year.
Certain amounts in the 1998 financial statements have been reclassified and
pooled to conform to the 1999 statements and to reflect the merger that occurred
on January 1, 1999.
5
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
Overview.
The First National Bank of Manatee (the Bank) commenced operations on
July 18, 1986. The Bank's activities since inception have consisted of accepting
deposits, originating a variety of loans. The Bank's first branch was opened on
Anna Maria Island (5 miles west of the main office) in October, 1994. The second
branch was opened in May of 1996 on State Road 64 (5 miles east of the main
office). In January of 1997 year, the bank opened its third branch on State Road
70 (8 miles southeast of the main office). In December of 1997, the bank
acquired a site at University Blvd. and Lakewood Ranch Blvd. for a future
branch. The bank also opened a Trust Department in March of 1995. The Bank, as a
local independent bank, follows a philosophy of developing its equity and
deposit base and focusing its lending activities within its community. The
Bank's underlying lending policy has been and is anticipated to continue being
directed toward better-than-normal credit risks.
On January 1, 1999 the Bank was merged into First National Bancshares,
Inc., a Florida corporation (the Holding Company). The Holding Company was
formed specifically for the purpose of having the Bank merged into it. At the
time of the merger, the Holding Company had assets of $128,000 and a net worth
of ($55,000). The Holding Company is now a one bank holding company with no
other subsidiaries than the Bank. Therefore, there are no significant
adjustments from the financial information of the Bank to the consolidated
financial information for the Holding Company. The Bank's December 31, 1998
financial information has been pooled with the Holding Company in this 10-Q as
if the merger that took place on January 1, 1999 had already occurred.
The following discussion and analysis is based on the Holding Company's
financial condition and results of operations for the period from January 1,
1999 through March 31, 1999. This discussion and analysis should be read in
conjunction with the financial statement summaries of the Holding Company,
included elsewhere in this quarterly report.
Results of Operations.
Earnings in the first quarter of 1999 were up $116,000 or 159% compared
to earnings in the same period last year as direct result of net interest income
increasing by $217,000. This increased revenue largely through to the bottom
line (net of taxes) due to only modest increases in overhead which were offset
by other operating revenues. The Bank's contribution of $35,000 to loan loss
reserve was $20,000 lower than last year.
The increase in operating expenses from last year was due mostly to
increased salary expenses as a result of increased staffing to support growth
and three new or expanded departments. In 1998, the Bank opened an investment
services company for the marketing of annuities and mutual funds. In addition,
it expanded staffing in the trust department and in the merchant credit card
services area. All three of these initiatives were made in an effort to increase
business and revenues in these areas.
Net Interest Income. The major component of the Bank's earning capacity is net
interest income,
6
<PAGE> 9
which represents the difference or spread between interest income on earning
assets and interest bearing liabilities, primarily deposits. The spread is
considered positive when rate-sensitive assets exceed rate-sensitive
liabilities, and negative when rate-sensitive liabilities exceed rate sensitive
assets. Net interest income is also affected by changes in interest rates earned
and paid, and by changes in the volume of interest-earning assets and
interest-bearing liabilities. To the extent possible, the Bank follows a
strategy intended to insulate the Bank's interest rate spread from adverse
changes in interest rates by maintaining spreads through the adjustability of
its earning assets and interest-bearing liabilities. On March 31, 1999, the
Bank's loan portfolio had a high ratio of repriceability within one year.
The Bank had significant growth in its loan portfolio outstandings when
compared to last year and this has significantly increased net interest income.
Net interest income for three months in 1999 was $1,400,000 compared to
$1,183,000 in 1998.
Interest Earning Assets. Real estate related loans at March 31, 1999, accounted
for a majority of the bank's loan portfolio. Most of the mortgages are variable
rate loans and are adjustable each one to five years. Thus, volatile interest
rates can result in the real estate loans lagging market conditions. In 1998,
rates were stabile allowing the portfolio to keep pace with market rates.
The Bank's investment portfolio is concentrated primarily in U.S.
Government agencies and corporations. About 28% of the Bank's investment
portfolio re-prices in one year. The Bank's Available-for-Sale portfolio has a
market value of about $261000 below book value.
Non-interest Earning Assets. Non-interest earning assets accounted for 6.4% of
total assets on March 31, 1999, and primarily consisted of cash and due from
banks, capitalized lease, equipment and branches, and accrued interest
receivable.
Funding Sources. The primary source of funds for the Bank's lending and
investment activities is deposits. At March 31, 1999 the Bank's total deposits
were $148.1 million plus $3.5 million in repurchase agreements. The Bank's
deposits are highly concentrated in interest-bearing accounts, which is typical
for the Bank's market area. The Bank has 12% of its deposits in NOW Accounts and
75% of its deposits in Savings, MMA's and CD deposits. Despite the high
concentration of certificates of deposit, the Bank does not anticipate the
maturity of such certificates to affect the Bank's liquidity, as management
believes that the high concentration was primarily due to customer relationships
and not higher than market rates. The Bank is not in the practice of paying
above market rates on deposits.
Non-interest Income. The Bank's non-interest income for the three month period
ended March 31, 1999 and was $314,000 including $97,000 from its new Trust
Department. Periodic security transactions generate investment gains or losses
and are primarily a result of tax management considerations and liquidity
requirements. The bank had $34,000 in security gains in 1999. The other
significant items of non-interest income represented service charges on deposit
accounts and merchant credit card account income.
7
<PAGE> 10
Non-interest Expense. The Bank's non-interest expense for the three month period
ended March 31, 1999 was $1,211,000 including $612,000 of salaries and employee
benefits. The Bank's occupancy and equipment expenses for the period ended March
31, 1999 were $225,000. Non-interest expense was up from $1,082,000 in 1998. The
increase in expense is primarily due to the Bank's increased staff to support
the bank's growth and the bank's expanded efforts in departments generating
other operating income.
Allowance for Credit Losses. The allowance for credit losses is established
through a provision for credit losses charged to expenses. Loans are charged
against the allowance for credit losses when management believes that the
collectability of the principal is unlikely. The allowance is an amount that
management believes will be adequate to absorb losses inherent in existing loans
and commitments to extend credit based on evaluations of the collectability and
prior loan loss experience of loans and commitments to extend credit. The
evaluations take into consideration such factors as changes in the nature and
volume of the loan portfolio, overall portfolio quality, review of specific
problem loans, and current economic conditions that may affect the borrowers'
ability to pay.
An allowance for loan loss expense of $35,000 was charged to operating
expenses for the three month period ended March 31, 1999. The Bank had net
charge offs during this period of $38,600. The Bank has a total of $1,070,000
reserved for future loan losses.
Loans on which the accrual of interest has been discontinued are
designated as non-accrual loans. Accrual of interest on loans is discontinued
either when reasonable doubt exists as to the full, timely collection of
interest or when a loan becomes contractually past due by 90 days or more with
respect to interest or principal. When a loan is placed on non-accrual status,
all interest previously accrued but not collected is reversed against current
period interest income unless it is adequately secured. Income on such loans is
then recognized only to the extent that cash is received and the future
collection of principal is probable. Interest accruals are resumed on such loans
only when they are brought fully current with respect to interest and principal
and when in the judgment of management, the loans are estimated to be fully
collectible as to both principal and interest. The bank had two non-accrual
loans at March 31, 1999 totaling $178,000. Where appropriate, the Bank makes
specific reserves for future losses on non-performing loans. The Bank has set up
a specific reserve of $27,100 to cover potential losses on these two loans.
The bank also has no other real estate owned at March 31,1999.
Capital Resources. In the normal course of business, the capital position of the
Bank is reviewed by management and regulatory authorities. The Comptroller of
the Currency has specified guidelines for purposes of evaluating a bank's
capital adequacy. Currently, banks must maintain a minimum primary capital ratio
of capital-to-assets of 4%. Primary capital includes the Bank's stockholders'
equity, subordinated debt, and the allowance for credit losses. At March 31,
1999, the Bank's primary capital ratio was approximately 7.8%. In 1991, the
Comptroller began evaluating banks' capital on a risk basis i.e. more capital
will be required for commercial loans than for residential real estate loan and
even less will be required for government bonds. The Comptroller will require a
minimum of an 8% capital ratio under this risk based method. Currently the Bank
has a risk based
8
<PAGE> 11
capital ratio in excess of 13.1%, or more than double the required amount.
Liquidity. Management of the Bank continually evaluates its liquidity position.
Management believes that the Bank's investment portfolio, when combined with
interest bearing bank balances and Fed Funds sold, provides adequate liquidity
to meet the Bank's needs. As noted in "Funding Sources" above, management
believes that the high concentration of time deposits is primarily due to
customer relationships and not to higher-than-market rates and, thus, do not
present any unusual liquidity risk. In addition, the bank has established
borrowing lines with correspondent banks, and with the Federal Home Loan Bank to
cover liquidity needs.
Impact of Inflation and Changing Prices. Unlike most industrial companies,
virtually all of the Bank's assets and liabilities are monetary in nature. As a
result, interest rates have a more significant impact on the Bank's performance
than do the effects of inflation. Interest rates do not necessarily move in the
same direction or with the same magnitude as the prices of goods and services,
since such prices are affected by inflation. In the current interest rate
environment, liquidity and the maturity structure of a financial institution's
assets and liabilities are also critical to the maintenance of acceptable
performance levels.
9
<PAGE> 12
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Bank periodically performs asset/liability analysis to assess the
Bank's sensitivity to changing market conditions. The following information is
extracted from the Bank's 10-K which was filed with the Office of the
Comptroller of the Currency (OCC) effective December 31, 1998.
The primary functions of asset/liability management is to assure
adequate liquidity and maintain an appropriate balance between
interest-sensitive earning assets and interest-bearing liabilities. Liquidity
management involves the ability to meet the cash flow requirements of customers
who may be either depositors wanting to withdraw funds or borrowers needing
assurance that sufficient funds will be available to meet their credit needs.
Interest rate sensitivity management seeks to avoid fluctuating net interest
margins and to enhance consistent growth of net interest income through periods
of changing interest rates.
Marketable investment securities, particularly those of shorter
maturities, are a principal source of asset liquidity. Securities maturing or
expected to be called within one year or less amounted to $17,000,000 at
December 31, 1998 representing 42% of the investment securities portfolio, an
increase of about double the 1997 amount of $8,600,000. This is due to the fact
that 1998 had an unusual number of expected maturities and calls move up as a
result of declining rates.
Federal funds and lines of credit with other banks also provide the bank
with sources of funds for meeting its liquidity needs. At year-end, the bank had
lines of credit established with other banking institutions totaling
$19,000,000.
Brokered deposits are deposit instruments, such as certificates of
deposit, bank investment contracts and certain municipal investment contracts
that are issued through brokers who then offer and/or sell these deposit
instruments to one or more investors. The Bank does not currently purchase or
sell brokered deposits.
Maturities of time certificates of deposit and other time deposits of
$100,000 or more, outstanding at December 31, 1998, are summarized as follows:
<TABLE>
<CAPTION>
Time Deposits
(thousands of dollars)
<S> <C>
3 months or less $ 6,713
Over 3 through 12 months 14,855
Over 12 months 2,117
-------
Total $23,685
</TABLE>
Interest rate sensitivity varies with different types of interest
earning assets and interest-bearing liabilities. Overnight federal funds on
which rates change daily and loans which are tied to the prime rate differ
considerably from long-term investment securities and fixed-rate loans.
Similarly, time deposits over $100,000 and money market accounts are much more
interest rate sensitive than passbook savings accounts. The shorter term
interest rate sensitivities are key to measuring the
10
<PAGE> 13
interest sensitivity gap, or excess interest-sensitive earning assets over
interest-bearing liabilities.
The following table shows the interest sensitivity gaps for four
different time intervals as of December 31, 1998. For the first 90 days,
interest-sensitive assets exceed liabilities by $7,697,000. For the remainder of
the first year liabilities reprice more rapidly than assets lowering the bank's
asset sensitive position to an essentially balanced position for the year. The
excess of interest-bearing liabilities over interest-earning assets for the
one-to-three year period is primarily related to the longer maturities of CD's
and NOW and MMA accounts that are regarded as much less rate sensitive.
<TABLE>
<CAPTION>
As of December 31
(thousands of dollars)
0-90 91-365 1-3 Over 3
Days Days Years Years
---- ---- ----- -----
<S> <C> <C> <C> <C>
Interest-sensitive assets $ 50,647 $ 39,600 $ 29,547 $ 28,715
Interest-sensitive liabilities 42,950 41,011 41,635 2,244
-------- -------- -------- --------
Interest sensitivity gap 7,697 (1,411) (12,088) 26,471
Cumulative gap $ 7,697 $ 6,286 $( 5,802) 20,669
</TABLE>
The primary interest sensitive assets and liabilities in the one-year
maturity range are loans and time deposits. Trying to minimize this gap while
maintaining earnings is a continual challenge in a changing interest rate
environment and one of the objectives of the Bank's asset/liability management
strategy.
11
<PAGE> 14
Part II. Other Information
Item 1: Legal Proceedings Against the Bank - None.
Item 2: Changes in Securities and Use of Proceeds
In December of !999, the shareholders of First National Bank of Manatee
voted to enter into a merger that would result in the Bank becoming a wholly
owned subsidiary of First National Bancshares, Inc., a bank holding company.
This merger took place on January 1, 1999 and the shareholders of the Bank
received two shares of Holding Company stock for each share of Bank stock. As of
May 10, 1999 there were 1,502,956 shares of Holding Company stock outstanding.
Items 3: Defaults under Senior Securities - None
Item 4: Submission of Matters to a vote of Security Holders - None.
Item 5: Other Information - None
Item 6: Exhibits and Reports on Form 8-K
Exhibits
a) Plan of acquisition, reorganization, arrangement,
liquidation, or succession.
None
b) Articles of incorporation and by-laws.
1) A copy of the Amended and Restated Articles
of Incorporation of the Registrant is
included as Exhibit 3.A to the Registration
Statement.
2) A copy of the Bylaws of the Registrant is
included as Exhibit 3.B to this Registration
Statement.
c) Instruments defining the rights of securities
holders, including indentures.
None
d) Published report regarding matters submitted to vote
of security holders.
None
e) Exhibit 27 - Financial Data Schedule (for SEC use
only).
12
<PAGE> 15
Reports on Form 8-K
On January 14, 1999, the Holding Company made its initial 8-K
filing with the S.E.C. following the merging of First National
Bank of Manatee into the Company effective January 1, 1999.
FIRST NATIONAL BANCSHARES, INC.
/s/ Glen W. Fausset
-----------------------------------
Glen W. Fausset
President and Director
13
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FIRST NATIONAL BANCSHARES, INC. FOR THE PERIOD ENDED MARCH 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 4,584
<INT-BEARING-DEPOSITS> 9,492
<FED-FUNDS-SOLD> 1,400
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 40,373
<INVESTMENTS-CARRYING> 6,739
<INVESTMENTS-MARKET> 6,535
<LOANS> 102,110
<ALLOWANCE> 1,068
<TOTAL-ASSETS> 170,815
<DEPOSITS> 146,007
<SHORT-TERM> 3,523
<LIABILITIES-OTHER> 6,626
<LONG-TERM> 5,534
8,579
0
<COMMON> 0
<OTHER-SE> 3,452
<TOTAL-LIABILITIES-AND-EQUITY> 170,815
<INTEREST-LOAN> 2,082
<INTEREST-INVEST> 626
<INTEREST-OTHER> 133
<INTEREST-TOTAL> 2,841
<INTEREST-DEPOSIT> 1,317
<INTEREST-EXPENSE> 1,440
<INTEREST-INCOME-NET> 1,400
<LOAN-LOSSES> 35
<SECURITIES-GAINS> 34
<EXPENSE-OTHER> 1,211
<INCOME-PRETAX> 468
<INCOME-PRE-EXTRAORDINARY> 311
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 311
<EPS-PRIMARY> .21
<EPS-DILUTED> .20
<YIELD-ACTUAL> 7.24
<LOANS-NON> 178
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,070
<CHARGE-OFFS> 40
<RECOVERIES> 3
<ALLOWANCE-CLOSE> 1,068
<ALLOWANCE-DOMESTIC> 1,068
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,041
</TABLE>
