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 June 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-23976
FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1232965
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
112 West King Street, Strasburg, Virginia 22657
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (540) 465-9121
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 July 31, 1997: 775,798
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<CAPTION>
FIRST NATIONAL CORPORATION
Page No.
<S> <C>
Part 1. 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 7
Notes to Consolidated Financial Statements 8
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 15
</TABLE>
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<TABLE>
<CAPTION>
FIRST NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In Thousands of Dollars)
(Except Per Share Amounts)
Three Months Ended
June 30, 1997 June 30, 1996
<S> <C> <C>
Interest Income
Interest and Fees on Loans $2,318 $2,096
Interest on Federal Funds Sold 22 30
Interest on Deposits in Banks 7 5
Interest and Dividends on Investment Securities
Available for Sale
Taxable 455 327
Non Taxable 88 97
Held to Maturity
Taxable 39 60
Non Taxable 0 0
Total Interest Income 2,929 2,615
Interest Expense
Interest on Savings Deposits and Interest
Bearing Demand Deposits 628 340
Interest on Time Deposits of $100,000 or more 170 146
Interest on All Other Time Deposits 584 725
Interest on Federal Funds Purchased 1 0
Interest on Note Payable 23 23
Total Interest Expense 1,406 1,234
Net Interest Income 1,523 1,381
Provision for Loan Losses 45 30
Net Interest Income After Provision
for Loan Losses 1,478 1,351
Other Operating Income
Service Charges 127 118
Profits (Losses) on Securities Available for Sale (8) 0
Other Operating Income 124 84
Total Non-interest Income 249 203
Other Operating Expenses
Salaries and Employee Benefits 591 549
Occupancy Expense 56 52
Equipment Expense 141 127
Other 349 338
Total Operating Expenses 1,137 1,066
Income Before Income taxes 590 488
Income Taxes 182 139
Net Income $408 $349
Per Share Data
Net Income $0.53 $0.45
Cash Dividends 0.175 0.15
<FN>
The Accompanying Notes Are An Integral Part Of These Statements
</FN>
</TABLE>
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<TABLE>
<CAPTION>
FIRST NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In Thousands of Dollars)
(Except Per Share Amounts)
Six Months Ended
June 30, 1997 June 30, 1996
<S> <C> <C>
Interest Income
Interest and Fees on Loans $4,530 $4,127
Interest on Federal Funds Sold 35 43
Interest on Deposits in Banks 15 13
Interest and Dividends on Investment Securities
Available for Sale
Taxable 815 656
Non Taxable 180 196
Held to Maturity
Taxable 81 138
Non Taxable 0 0
Total Interest Income 5,656 5,173
Interest Expense
Interest on Savings Deposits and Interest
Bearing Demand Deposits 1,177 789
Interest on Time Deposits of $100,000 or more 331 292
Interest on All Other Time Deposits 1,160 1,339
Interest on Federal Funds Purchased 4 2
Interest on Note Payable 46 51
Total Interest Expense 2,718 2,473
Net Interest Income 2,938 2,700
Provision for Loan Losses 90 60
Net Interest Income After Provision
for Loan Losses 2,848 2,640
Other Operating Income
Service Charges 247 232
Profits on Securities Available for Sale 8 1
Other Operating Income 246 168
Total Non-interest Income 501 401
Other Operating Expenses
Salaries and Employee Benefits 1,173 1,104
Occupancy Expense 109 112
Equipment Expense 265 250
Other 702 629
Total Operating Expenses 2,249 2,095
Income Before Income taxes 1,100 946
Income Taxes 331 270
Net Income $769 $676
Per Share Data
Net Income $0.99 $0.88
Cash Dividends 0.35 0.30
<FN>
The Accompanying Notes Are An Integral Part Of These Statements
</FN>
</TABLE>
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<CAPTION>
FIRST NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
June 30, 1997 December 31, 1996
ASSETS
<S> <C> <C>
Cash and due from banks $3,587 $3,511
Federal Funds Sold 66 0
Investment Securities
Available for Sale 34,892 30,709
Held to Maturity 2,391 3,033
Loans Net of Unearned Discount 106,587 99,395
Less: Allowance for Loan Losses 1,036 974
Net Loans 105,551 98,421
Bank Premises and Equipment 3,973 3,320
Interest Receivable 1,044 891
Other Real Estate 804 804
Other Assets 822 536
Total Assets $153,130 $141,225
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Demand Deposits
Non-Interest Bearing $16,259 $14,409
Interest Bearing 17,677 16,507
Savings Deposits 42,782 37,100
Certificates of Deposit of $100,000 and over 14,518 12,130
All Other Time Deposits 43,869 43,839
Total Deposits $135,105 $123,985
Federal Funds Purchased 0 315
Federal Home Loan Bank Advance 1,472 1,481
Accrued Expenses 1,012 607
Total Liabilities $137,589 $126,388
Stockholders' Equity
Common Stock, Par Value $5 per Share;
Authorized 2,000,000 Shares
775,798 and 774,406 Shares Issued and Outstanding $3,879 $3,872
Surplus 1,155 1,133
Unrealized Gain on Securities Available for Sale, Net 207 31
Undivided Profits 10,300 9,801
Total Stockholders' Equity $15,541 $14,837
Total Liabilities and Stockholders' Equity $153,130 $141,225
<FN>
The Accompanying Notes Are An Integral Part of These Statements
</FN>
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<CAPTION>
FIRST NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
SIX MONTHS ENDED
June 30, 1997 June 30, 1996
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net Income $769 $676
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 224 254
Provision for loan losses 90 60
Change in assets and liabilities:
(Increase) decrease in interest receivables (153) 7
(Increase) in other assets (286) (251)
Increase in accrued expenses 405 183
Net Cash Provided by Operating Activities $1,049 $929
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of securities-available for sale $6,708 $1,001
Proceeds from maturities and principal payments on
securities-available for sale 2,312 3,727
Purchases of securities-available for sale (13,080) (2,269)
Proceeds from maturities and principal payments on
securities-held to maturity 639 2,346
Purchases of bank premises and equipment (833) (232)
Net (increase) in loans (7,220) (7,321)
(Increase) in federal funds sold (66) (1,324)
Net Cash (Used in) Investing Activities ($11,527) ($4,072)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits, NOW accounts,
and savings accounts 8,702 4,161
Net increase (decrease) in certificates of deposit 2,418 (1,671)
Net (decrease) in long-term borrowings (9) (9)
Net proceeds from issuance of common stock 29 11
Cash dividends paid (271) (232)
Net (decrease) in federal funds purchased (315) (382)
Net Cash Provided by Financing Activities $10,554 $1,878
Increase (Decrease) in Cash and Cash Equivalents $76 ($1,265)
CASH AND CASH EQUIVALENTS:
Beginning 3,511 4,314
Ending $3,587 $3,049
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $690 $724
Income Taxes $247 $208
<FN>
The Accompanying Notes Are An Integral Part of These Statements
</FN>
</TABLE>
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<CAPTION>
FIRST NATIONAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS OF DOLLARS)
Six Months Ended June 30 1997 and 1996
Unrealized
Gain / Loss on
Common Securities Available Retained
Stock Surplus For Sale Earnings Total
<S> <C> <C> <C> <C> <C>
Balances, December 31, 1995 $3,859 $1,090 $71 $8,888 $13,908
Issuance of 545 shares of common stock
Dividend Reinvestment Plan 2 9 --- --- 11
Net Income --- --- --- 676 676
Change in unrealized gain (loss) on
securities available for sale --- --- (344) --- (344)
Cash dividends --- --- --- (232) (232)
Balances, June 30, 1996 $3,861 $1,099 ($273) $9,332 $14,019
Balances , December 31, 1996 $3,872 $1,133 $31 $9,801 $14,837
Issuance of 1,392 shares of common stock
Dividend Reinvestment Plan $7 $22 --- --- 29
Net Income --- --- --- 769 769
Change in unrealized gain (loss) on
secutities available for sale --- --- 177 --- 177
Cash dividends --- --- --- (271) (271)
Balances, June 30, 1997 $3,879 $1,155 $208 $10,299 $15,541
<FN>
The Accompanying Notes Are An Integral Part of These Statements
</FN>
</TABLE>
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FIRST NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Interim Financial Statements
The accompanying consolidated financial statements of First National
Corporation and its subsidiaries have not been audited by independent
accountants, except for the balance sheet at December 31, 1996. In the opinion
of the company's management, the financial statements reflect all adjustments
necessary to present fairly the results of operations for the six month periods
ended June 30, 1997 and 1996, the company's financial position at June 30, 1997
and December 31, 1996, and the cash flows for the six month periods ended June
30, 1997 and 1996. These adjustments are of a normal recurring nature.
The results of operations for the six month periods ended June 30,
1997 and 1996, are not necessarily indicative of the results to be expected for
the full year.
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Note 2. Securities as of June 30, 1997 and December 31, 1996 are summarized below:
(000 Omitted)
June 30, 1997 December 31, 1996
Unrealized Unrealized
Book Market Gain (Loss) Book Market Gain (Loss)
Securities Available For Sale
<S> <C> <C> <C> <C> <C> <C>
U. S. Treasury Securities $0 $0 $0 $0 $0 $0
U. S. Agency Securities 27,083 27,145 $62 23,070 23,089 $19
Obligation of State and Political
Subdivisions 6,412 6,665 $253 6,530 6,559 $29
Other Securities 1,082 1,082 $0 1,061 1,061 $0
Total Securities Available for Sale $34,577 $34,892 $315 $30,661 $30,709 $48
Securities Held to Maturity
U. S. Treasury Securities $0 $0 $0 $0 $0 $0
U. S. Agency Securities 2,391 2,391 $0 3,033 3,031 ($2)
Obligation of State and Political
Subdivisions 0 0 $0 0 0 $0
Other Securities 0 0 $0 0 0 $0
Total Securities Held to Maturity $2,391 $2,391 $0 $3,033 $3,031 ($2)
</TABLE>
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FIRST NATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3. The consolidated loan portfolio, stated at face amount, is composed of
the following:
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<CAPTION>
(000 Omitted)
June 30, 1997 December 31, 1996
<S> <C> <C>
Real estate loans:
Construction and land development $2,775 $2,127
Secured by farm land 968 993
Secured by 1-4 family residential 45,513 43,615
Other real estate loans 16,815 16,959
Loans to farmers (except those secured by real estate) 815 770
Commercial and industrial loans
(except those secured by real estate) 16,002 13,548
Loans to individuals for personal expenditures 24,201 21,397
All other loans 234 1,075
Total loans $107,323 $100,484
Less unearned income reflected in loans 736 1,089
Loans, net of unearned income $106,587 $99,395
</TABLE>
The Bank had loans in a Nonaccrual category of $12,827 on December 31, 1996
and $ 19,000 on June 30, 1997.
Note 4. Allowance for Loan Losses
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<CAPTION>
Analysis of the Allowance for Loan Losses
For the Six Months Ended
(000 Omitted)
June 30, 1996 June 30, 1995
<S> <C> <C>
Balance at Beginning of Period $974 $901
Charge-Offs 33 23
Recoveries 5 14
Net Charge-Offs 28 9
Provision for Loan Losses 90 60
Balance at End of Period $1,036 $952
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FIRST NATIONAL 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.
<PAGE>
FIRST NATIONAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Net income for the first half of 1997 was $769 thousand compared to $676
thousand in the same period of 1996, an increase of 13.8%. Interest and fees on
loans increased $403 thousand during the period, while interest on deposits
increased $248 thousand resulting in an increase in net interest income of $238
thousand. Management provided an additional $30 thousand to the allowance for
loan losses during the first half of 1997 as a result of continued growth in the
loan portfolio. In comparison with the first half of 1996, total other
noninterest expenses increased $154 thousand during the first half of 1997, an
increase of one and one half times the increase in total other nointerest income
of $100 thousand
Total assets continued to grow, increasing 8.4% or $11.9 million during the
first half of 1997. The corporation's two major earning assets accounted for
most of the growth. the loan protfolio had the greatest total increase with
total loans net of unearned discount increased 7.2million or 7.2% and the
investnment portfolio had the greatest percentage increase growing 10.5% or $3.5
million. Most of this growth was funded by an increase in deposits of $11.1
million or 8.9%.
Yields, Rates and Net Interest Margin
Interest rates moved up slightly in response to an increase in the target
Federal Funds rate by the Federal Reserve and as a result the yield on the loan
portfolio increased sixteen (16) basis points from 8.80% in 1996 to 8.96% in
1997. The yield on the investment portfolio remained virtually unchanged, moving
down from 6.67% in 1996 to 6.66% in 1997. At the same time, the cost of interest
beqaring deposits increased four (4) basis points. This resulted in an increase
in the corporation's net interest spread of thirteen (13) basis points from
3.49% in 1996 to 3.62% in 1997. Interest expense as a percent of average earning
assets moved up ten (10) basis points and the net interest margin increased four
basis points from 4.37% in 1996 to 4.41% in 1997.
Future Operations
In July, First Bank celebrated the 90th anniversary of its founding and the
opening of the newly completed addition to the main office in Strasburg with an
open house. With the distruption of construction and remodeling behind us the
management and staff of the bank can now turn their attention to the future
operations of First National Corporation.
July also saw the addition of an automated teller machine in the Shenandoah
Memorial Hospital in Woodstock to the First Bank ATM network. Another ATM is
planned for the bank's Ward's Plaza branch in Winchester and is in the process
of obtaining approval for the site from the city.
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<CAPTION>
FIRST NATIONAL CORPORATION
AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES
Six Months Ended June 30,
1997 1996
Annual
Annual
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Balances at correspondent banks -
interest bearing $215,297 $15,429 14.33% $183,733 $13,859 15.09%
Securities:
Taxable 28,682,483 895,350 6.24% 25,974,838 793,265 6.11%
Tax-exempt (1) 6,374,635 272,844 8.56% 6,744,814 297,585 8.82%
Total Securities 35,057,118 1,168,194 6.66% 32,719,652 1,090,850 6.67%
Loans (net of earned income): (2)
Taxable 101,015,112 4,520,106 8.95% 93,423,660 4,103,417 8.78%
Tax-exempt (1) 209,562 15,656 14.94% 664,563 35,336 10.63%
Total Loans 101,224,674 4,535,762 8.96% 94,088,223 4,138,753 8.80%
Fed funds sold and repurchase
agreements 1,300,188 34,573 5.32% 1,683,159 42,548 5.06%
Total earning assets 137,797,276 5,753,958 8.35% 128,674,767 5,286,010 8.22%
Less: allowance for Loan Losses (1,006,696) (923,855)
Total nonearning assets 9,230,761 5,521,707
Total Assets $146,021,342 $133,272,619
LIABILITIES AND SHAREHOLDER EQUITY
Interest bearing deposits:
Checking $9,570,341 $106,263 2.22% $9,834,647 $106,764 2.17%
Money market savings 7,648,627 127,785 3.34% 7,658,747 129,194 3.37%
Regular savings 39,503,256 943,074 4.77% 29,574,115 681,983 4.61%
Certificates of deposit:
Less than $100,000 44,102,187 1,159,026 5.26% 45,401,444 1,209,495 5.33%
$100,000 and more 12,322,124 331,458 5.38% 10,637,776 292,336 5.50%
Total interest bearing deposits 113,146,534 2,667,606 9.43% 103,106,729 2,419,772 9.39%
Fed funds purchased 144,294 4,430 6.14% 46,912 1,894 8.07%
Long term borrowings 1,477,266 45,755 6.19% 1,496,158 51,551
6.89%
Total interest bearing liabilities 114,768,094 2,717,791 4.74% 104,649,799 2,473,217 4.73%
Noninterest bearing liabilities
Demand deposits 15,352,443 13,679,571
Other liabilities 1,041,537 1,124,187
Total liabilities 131,162,074 119,453,557
Stockholders' equity 14,859,269 13,819,062
Total liabilities and stockholders' equity $146,021,342 $133,272,619
Net Interest income 3,036,167 2,812,793
Interest rate spread 3.62% 3.49%
Interest expense as a percent of average
earning assets 3.94% 3.84%
Net interest margin 4.41% 4.37%
<FN>
(1) Income and yields are reported on a taxable-equivalent basis assuming a
federal tax rate of 34% in 1996 and 1997.
(2) Loans placed on a nonaccrual status are reflected in the balances.
</FN>
</TABLE>
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First National Corporation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As of June 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
No matters were submitted to a vote of security holders during the
second quarter of 1997.
Item 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2. Plan of acquisition, reorganization, arrangement, liquidation
or succession.
Not applicable
3. (I) Articles of Incorporation
(ii) Bylaws
There have been no amendments during the quarter.
4. Instruments defining the rights of security holders, including
indentures.
Not applicable
10. Material contracts
Not applicable
11. Statement re computation of per share earnings.
Not applicable
15. Letter re unaudited interim financial information.
Not applicable
<PAGE>
First National Corporation
PART II. OTHER INFORMATION
18. Letter re change in accounting principles.
Not applicable
19. Report furnished to security holders.
Not applicable
22. Published report regarding matters submitted to vote of
security holders.
Not applicable
23. Consent of experts and counsel.
Not applicable
24. Power of attorney
Not applicable
27. Financial Data Schedule
Filed electronically as a separate document.
99. Additional Exhibits
Not applicable
(b). Reports on form 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
First National Corporation
(Registrant)
Date: August 13, 1997 /S/ Dana A. Froom
-------------------
Comptroller
(Principal Accounting Officer and
Duly Authorized Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,587
<INT-BEARING-DEPOSITS> 268
<FED-FUNDS-SOLD> 66
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 34,892
<INVESTMENTS-CARRYING> 2,391
<INVESTMENTS-MARKET> 2,391
<LOANS> 106,587
<ALLOWANCE> 1,036
<TOTAL-ASSETS> 153,130
<DEPOSITS> 135,105
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,012
<LONG-TERM> 1,472
0
0
<COMMON> 3,879
<OTHER-SE> 11,662
<TOTAL-LIABILITIES-AND-EQUITY> 153,130
<INTEREST-LOAN> 4,530
<INTEREST-INVEST> 1,076
<INTEREST-OTHER> 50
<INTEREST-TOTAL> 5,656
<INTEREST-DEPOSIT> 2,668
<INTEREST-EXPENSE> 2,718
<INTEREST-INCOME-NET> 2,938
<LOAN-LOSSES> 90
<SECURITIES-GAINS> 8
<EXPENSE-OTHER> 2,249
<INCOME-PRETAX> 1,100
<INCOME-PRE-EXTRAORDINARY> 1,100
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 769
<EPS-PRIMARY> 0.99
<EPS-DILUTED> 0.10
<YIELD-ACTUAL> 8.35
<LOANS-NON> 19
<LOANS-PAST> 295
<LOANS-TROUBLED> 32
<LOANS-PROBLEM> 3,421
<ALLOWANCE-OPEN> 974
<CHARGE-OFFS> 33
<RECOVERIES> 5
<ALLOWANCE-CLOSE> 1,036
<ALLOWANCE-DOMESTIC> 1,036
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
