SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended March 31, 1996. Commission file number 0-15366
CORTLAND FIRST FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
New York 16-1276885
(State or other jurisdiction of (IRS Employer I.D. #)
incorporation or organization)
65 Main Street, Cortland, New York 13045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (607) 756-2831
Indicate by check mark whether the Registrant (1) has filed all reports 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
The number of shares outstanding of the registrant's common stock on March 31,
1996: Common Stock, $5.00 Par Value -- 672,000 shares.
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CORTLAND FIRST FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
March 31, 1996 December 31, 1995
(Unaudited) (Note)
ASSETS
<S> <C> <C>
Cash and Due From Banks $ 11,338,248 $ 7,854,521
Federal Funds Sold 11,600,000 2,500,000
Investment Securities -
Held to Maturity 3,306,652 3,305,689
Available for Sale 75,151,280 71,956,527
(Market Value 78,457,933 & 75,267,155)
Loans (Net of Unearned Discount of
(3,635,260 & 3,662,724) 111,335,822 112,204,325
Reserve for Possible Loan Losses (1,204,788) (1,175,959)
Net Loans 111,131,034 111,028,366
Premises and Equipment 3,253,022 3,303,196
Other Real Estate 182,299 135,397
Other Assets 3,809,210 3,775,851
TOTAL ASSETS $218,771,745 $203,859,547
LIABILITIES
Non-Interest Bearing Deposits $ 22,916,578 $ 23,018,352
Interest Bearing Deposits 170,450,508 155,427,200
Total Deposits $193,367,086 $178,445,552
Accrued Int, Taxes, & Other Liab 883,822 993,932
Accrued Post-Retirement Benefits 781,412 766,412
TOTAL LIABILITIES 195,032,320 180,205,896
SHAREHOLDERS' EQUITY
Common Stock (par value 5.00) 3,360,000 3,360,000
Outstanding 672,000 shares
Surplus 3,360,000 3,360,000
Undivided Profits 16,869,303 16,438,145
Net Unrealized Gains/(Losses)
Securities 150,122 495,506
TOTAL SHAREHOLDERS' EQUITY 23,739,425 23,653,651
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $218,771,745 $203,859,547
</TABLE>
Note: The balance sheet at December 31, 1995, has been derived from the audited
financial statements at that date.
See notes to condensed consolidated financial statements.<PAGE>
CORTLAND FIRST FINANCIAL CORPORATION
Condensed Consolidated Statements of Income
(Unaudited)
<TABLE>
Three Months Ended
March 31,
1996 1995
Interest Income:
<S> <C> <C>
Interest & fees on loans $2,620,149 $2,543,095
Interest on investment securities 1,084,241 1,071,340
Interest on Federal Funds sold 137,748 120,891
TOTAL INTEREST INCOME $3,842,138 $3,735,326
Interest Expense:
Interest on deposits 1,516,227 1,416,295
NET INTEREST INCOME $2,325,911 $2,319,031
Provision for loan losses 75,000 75,000
INTEREST INCOME AFTER PROV
FOR LOSSES $2,250,911 $2,244,031
Other Income: 358,314 340,535
TOTAL OPERATING INCOME $2,609,225 $2,584,566
Non-interest expenses 1,676,361 1,668,364
INCOME BEFORE INC TAXES $ 932,864 $ 916,202
Income Taxes: 266,507 262,881
NET INCOME $ 666,357 $ 653,321
Net Income per Common Share $ .99 $ .97
(672,000 shares outstanding)
</TABLE>
<PAGE>
Consolidated Statement of Cash Flow (Unaudited)
<TABLE>
(000's OMITTED)
Three Months Ended March 31,
1996 1995
OPERATING ACTIVITIES
<S> <C> <C>
Net Income $ 666 $ 653
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses 75 75
Provision for depreciation 89 87
Provision for deferred income taxes 42 (109)
Amortization of investment security premiums
(discounts), net 99 98
(Increase) Decrease in interest receivable (201) 16
(Increase) Decrease in other assets 220 (178)
Increase (Decrease) in interest payable 18 (10)
Increase (Decrease) in other liabilities (113) 179
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 895 $ 811
INVESTING ACTIVITIES
Proceeds from sales/maturities
of investment securities $ 5,538 $ 3,830
Purchase of investment securities (9,422) (6,279)
Net (increase) decrease in
credit card/short term loans 147 113
Longer-term loans sold 0 0
Net longer term loans originated 778 (672)
Purchase of premises and equipment, net (39) (171)
NET CASH USED BY INVESTING ACTIVITIES $(2,998) $(3,179)
FINANCING ACTIVITIES
Net increase (decrease) in demand deposits,
NOW & savings $10,284 $ 903
Net proceeds from sales of
certificates of deposits 4,637 3,239
Cash dividends (235) (168)
NET CASH PROVIDED BY FINANCING ACTIVITIES $14,686 $ 3,974
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $12,583 $ 1,606
Cash and cash equivalents at beginning of year $10,355 $12,717
CASH AND CASH EQUIVALENTS AT END OF PERIOD $22,938 $14,323
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest on deposits and short term borrowings: $ 1,498 $ 1,426
Income taxes: 33 181
Non Cash Investing Activities:
Change in unrealized gain/(loss) on
investment securities (589) 839
</TABLE>
<PAGE>
Cortland First Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. The foregoing financial statements are unaudited; however, in the
opinion of Management, all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation of the financial statements
have been included. A summary of the Corporation's significant
accounting policies is set forth in Note 1 to the Consolidate
Financial Statements in the Corporation's Annual Report to Shareholders
on Form 10-K, for the year ended December 31, 1995.
B. Investment Securities
<TABLE>
March 31, 1996
Available for Sale Held to Maturity
<S> <C> <C>
U.S. Treasury securities and obligations
of U.S. government corporations and agencies $41,943,853 $ 0
Securities issued by State & Political
subdivisions in the U.S. 21,925,758 3,306,652
Other securities (includes F.R. stock) 461,078 0
Mortgage back securities 10,820,591 0
TOTAL INVESTMENT SECURITIES $75,151,280 $ 3,306,652
</TABLE>
December 31, 1995
<TABLE>
Available for Sale Held to Maturity
<S> <C> <C>
U.S. Treasury securities and obligations
of U.S. government corporations and agencies $40,924,445 $ 0
Securities issued by State & Political
subdivisions in the U.S. 20,108,131 3,310,628
Other securities (includes F.R. stock) 462,640 0
Mortgage backed securities 10,461,311 0
TOTAL INVESTMENT SECURITIES $71,956,527 $ 3,310,628
</TABLE>
C. Provision for Loan Loss
<TABLE>
March 31, 1996 March 31, 1995
<S> <C> <C>
Balance at January 1 $ 1,175,959 $ 1,225,737
Provision for the year 75,000 75,000
Recoveries on loans 11,459 22,688
Total 1,262,418 1,323,425
Less loans charged off 57,630 49,923
Balance at March 31, $ 1,204,788 $ 1,273,503
</TABLE>
The appropriateness of allowance for loan losses is determined by quarterly
detailed review of the loan portfolio.
<PAGE>
PART 1.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
(000'S OMITTED)
Cortland First Financial Corporation is a one-bank holding company formed
in 1986. Its only subsidiary and operating entity is First National Bank of
Cortland, chartered in 1869. First National Bank of Cortland is an independent
bank delivering financial services from its seven offices in Cortland,
Cortlandville, Marathon, McGraw, Cincinnatus, and Tully, to its customers in
Cortland County and the surrounding area, and includes our newest branch
location in Whitney Point which opened in 1994 expanding our service area into
Broome County. The primary regulator of Cortland First Financial Corporation
is the Federal Reserve Bank of New York, while its subsidiary, First National
Bank of Cortland, is regulated by the Office of the Comptroller of the
Currency in Washington, DC.
Total assets of $218,772 increased by $14,912 or 7.3% from $203,860 at
year-end 1995. Total investment securities of $78,458 increased by $3,196 or
4.2% from 75,262 at year-end 1995. Net loans decreased by $896 from December
31, 1995, to the current $110,131.
On the liability side, our deposits increased by $14,922 or 8.4% from
$178,446 at year-end 1995 to $193,367 on March 31, 1996. Capital of $23,739 at
March 31, 1996 compared to $23,654 at year-end 1995, an increase of $85 which
included $345 in an unfavorable unrealized loss variance during the first
quarter of 1996.
Cortland First Financial's return on average assets (ROA) of 1.27% compared
to 1.30% a year ago, while our return on equity (ROE) of 11.25% this year
compared to 12.63% for 1995 to date. Other key ratios, based on averages, were:
loans to total deposits 60.06% in 1996 versus 60.92% in 1995; loans to earning
assets 56.19% in 1996 and 57.91% in 1995; loss reserve to loans of 1.08% this
year compared to 1.15% a year ago; loss provision to net loans of 0.27% in 1996
and 0.28% for 1995; and finally, net loan loss chargeoffs to net loans at 0.17
this year compared to 0.10 in 1995. Earning assets yield on a fully taxable
equivalent basis of 8.12% this year to date compared to 8.30% a year ago, a
decrease of 18 basis points. Our interest paying liability cost of 3.75% this
year to date compared to 3.65% a year ago for the same period, an increase of 10
basis points. Interest margin of 5.04% this year compared to 5.26% a year
ago, a decrease of 22 basis points due to increase in the interest paying
liabilities cost and decrease in earnings asset yield. Net interest income of
$2,326 for 1996 to date compared to $2,319 a year ago for the same period, an
increase of $7. Other income of $358 compared to $341 for the same period, an
increase of $17 or 5%. Total non-interest expenses of $1,676 this year to date
compared to $1,669 a year ago, an increase of $7 or .04%. Accounting for this
are variances in the timing of some payments in 1996 as compared to the same
period for 1995. The bulk is due to an increase in salary and benefits
expense/offset by the reduction in FDIC premium ($98). Net income of $666 this
year compared to $653 a year ago, an increase of $13 or 2.0%.
<PAGE>
PART 2.
ITEM 1.
Legal Proceedings None
ITEM 4.
Submission of Matters to a Vote of Security Holders
An annual meeting of shareholders was held on Monday, March 25, 1996. One of
the purposes of the meeting was to vote on a proposed amendment to the
Articles of Incorporation which would reduce the par value of the presently
authorized 3,000,000 shares of common stock of Cortland First Financial
Corporation, both issued and unissued, from $5.00 per share to $1.6667 per
share, and would change each share of common stock presently issued into three
shares $1.6667 par value per share, effecting a three for one stock split. The
results of the vote were as follows:
For the amendment: 491,640
Opposed the amendment: 4,842
Abstentions: 9,569
Total shares outstanding: 672,000
Since those votes in the affirmative were a majority as required, the amendment
as proposed was approved and the par value of the common stock was reduced to
$1.6667 per share.
At the same annual meeting, a vote on the election of three Class I directors
was held. The vote pertaining to the election of the (Class I) directors was as
follows:
David R. Alvord Donald S. Ames David J. Taylor
For: 505,296 505,016 501,616
Withheld: 755 1,035 4,435
The following Class II and Class III directors continued to serve as of the date
of the shareholders meeting: Mary Alice Bellardini, John H. Buck, Robert M.
Lovell, Harry D. Newcomb, Richard J. Shay, Charles H. Spaulding, and Stuart E.
Young.
ITEM 6a.
Exhibits
Exhibit 4.1 Articles of Incorporation as amended through March 25, 1996.
ITEM 6b.
Report on Form 8-K
There were no reports filed on Form 8-K during the first quarter of 1996.
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.
CORTLAND FIRST FINANCIAL CORPORATION
DATE May 14, 1996 /s/ David R. Alvord
President
DATE May 14, 1996 /s/ Bob Derksen
Treasurer
<PAGE>
Exhibit 4.1
CERTIFICATE OF INCORPORATION
OF
CORTLAND FIRST FINANCIAL CORPORATION
(Under Section 402 of the Business Corporation Law)
The undersigned incorporator, a natural person over the age of eighteen years,
in order to form a Corporation under the Business Corporation Law of the State
of New York, certifies as follows:
1. Name. The name of the Corporation is Cortland First Financial Corporation
(hereinafter called the "Corporation").
2. Purposes. Subject to any limitation provided in the Business Corporation
Law or any other statute of the State of New York, and except as otherwise
specifically provided in this Certificate, the purposes for which the
Corporation is formed are:
2.1 To act as a bank holding company, with all of the rights, powers and
privileges, and subject to all of the limitations, specified in any
applicable state or federal legislation from time to time in effect;
2.2 To engage in any other lawful act or activity for which Corporations
may be organized under the Business Corporation Law of the State of
New York, provided that the Corporation shall not engage in any act
or activity requiring the consent or approval of any state official,
department, board, agency, or other body without such consent or
approval first being obtained.
3. Office. The office of the Corporation is to be located in the County of
Cortland, State of New York.
4. Number of Shares. The aggregate number of shares the Corporation shall
have authority to issue is: Three Million (3,000,000) all of which shall be
common shares of the par value of $1.6667 each.
5. Designation of Secretary of State; Mailing Address. The Secretary of State
is designated as the agent of the Corporation upon whom process in any
action or proceeding against the Corporation may be served, and the address
to which the Secretary of State shall mail a copy of process in any action
or proceeding against the Corporation which may be served upon him is:
Cortland First Financial Corporation
65 Main Street
Cortland, New York 13045
Attn: Secretary
6. Duration. The duration of the Corporation is to be perpetual.
7. Cumulative Voting Rights. Cumulative voting rights shall not exist with
respect to the election of directors.
8. Opposition of Tender (or other offer)
A. The Board of Directors may, if it deems it advisable, oppose a
tender, or other offer for the Corporation's securities, whether the
offer is in cash or in securities of a Corporation or otherwise.
When considering whether to oppose an offer, the Board of Directors
may, but it is not legally obligated to, consider any pertinent
issues; by way of illustration, but not of limitation, the Board of
Directors may, but shall not be legally obligated to, consider any
and all of the following:
(1) Whether the offer price is acceptable based on the historical
and present operating results or financial condition of the
Corporation.
(2) Whether a more favorable price could be obtained for the
Corporation's securities in the future.
(3) The impact which an acquisition of the Corporation would have
on its employees, depositors, and customers of the Corporation
and its subsidiaries in the community which they serve.
(4) The reputation and business practices of the offeror and its
management and affiliates as they would affect the employees,
depositors, and customers of the Corporation and its
subsidiaries and the future value of the Corporation's stock.
(5) The value of the securities, if any, which the offeror is
offering in exchange for the Corporation's securities, based on
an analysis of the worth of the Corporation as compared to the
Corporation or other entity whose securities are being offered.
(6) Any antitrust or other legal and regulatory issues that are
raised by the offer.
B. If the Board of Directors determines that an offer should be
rejected, it may take any lawful action to accomplish its purpose
including, but not limited to, any and all of the following: advising
shareholders not to accept the offer; litigation against the offeror;
filing complaints with all governmental and regulatory authorities;
acquiring the authorized but unissued securities or treasury stock or
granting options with respect thereto; acquiring a company to create
an antitrust or other regulatory problem for the offeror; and
obtaining a more favorable offer from another individual or entity.
9. Classification of Directors. The Board of Directors of the Corporation
shall be divided into three classes, the respective terms of office of
which shall end in successive years. The number of directors in each class
shall be specified in the Bylaws and shall be nearly as equal as possible.
Unless they are elected to fill vacancies, the directors in each class
shall be elected to hold office until the third successive annual meeting
of shareholders after their election and until their successors shall have
been elected and qualified. At each annual meeting of shareholders the
directors of only one class shall be elected, except directors who may be
elected to fill vacancies.
10. Preemptive Rights. No holder of shares of any class or of any series of
any class shall have any preemptive rights to subscribe for, purchase or
receive any shares of the Corporation, whether now or hereafter authorized,
or any obligations or other securities convertible into or carrying options
to purchase any such shares of the Corporation, or any options or rights to
purchase any such shares or securities, issued or sold by the Corporation
for cash or any other form of consideration, and any such shares,
securities or rights may be issued or disposed of by the Board of Directors
to such persons and on such terms as the Board in its discretion shall deem
advisable.
11. Indebtedness. The Corporation shall have authority to borrow money and the
Board of Directors, without the approval of the shareholders and acting
within their sole discretion, shall have the authority to issue debt
instruments of the Corporation upon such terms and conditions and with such
limitation as the Board of Directors deems advisable. The authority of the
Board of Directors shall include, but not be limited to, the power of issue
convertible debentures.
12. Indemnification. Every person who is or was a director, officer, employee,
or agent of the Corporation, or of any Corporation which he served as such
at the request of the Corporation, shall be indemnified by the Corporation
to the fullest extent permitted by law against all expenses and liabilities
reasonably incurred by or imposed upon him, in connection with any
proceeding to which he may be made, or threatened to be made, a party, or
in which he may become involved by reason of his being or having been a
director, officer, employee, or agent of the Corporation, or of such other
Corporation, whether or not he is a director, officer, employee, or agent
of the Corporation or such other Corporation at the time the expenses or
liabilities are incurred.
13. Business Combinations
A. No merger, consolidation, liquidation, or dissolution of the
Corporation, nor any action that would result in the sale or other
disposition of all or substantially all of the assets of the
Corporation shall be valid unless first approved by the affirmative
vote of:
1. the holders of at least seventy-five percent (75%) of the
outstanding shares of Common Stock of the Corporation, provided
that such transaction has received the prior approval of
sixty-six and two-thirds percent (66 %) of the entire Board of
Directors; or
2. the holders of at least sixty-six and two-thirds percent
(66 %) of the outstanding shares of Common Stock of the
Corporation, provided that such transaction has received the
prior approval of eighty percent (80%) of the entire Board of
Directors.
Any Business Combination involving a 5% stockholder (as hereinafter defined)
shall require the percentage approval referenced in subparagraphs A.1 and A.2 in
addition to any shares beneficially owned by such 5% stockholder (i.e. in
computing the aforesaid percentages, the shares owned by the 5% shareholder
shall not be considered).
B. Notwithstanding the percentage approval referenced in subparagraphs
A.1 and A.2, no merger, consolidation, liquidation, or dissolution of
the Corporation, nor any action that would result in the sale or
other disposition of all or substantially all of the assets of the
Corporation shall be valid unless the cash or fair market value of
the property, securities, or other consideration to be received per
share by holders of Common Stock of the Corporation is at least equal
to the higher of the following:
1. the highest per share price (with appropriate adjustments for
recapitalization and for stock splits, stock dividends, and
like distributions), paid by the 5% stockholder in acquiring
any of its holdings of the Corporation's Common Stock; and
2. the market value per share of common stock on the announcement
date with respect to such Business Combination.
C. For the purposes of this Article Thirteenth:
1. A "person" shall mean any individual, firm, Corporation, or
other entity.
2. "5% stockholder" shall mean, in respect of any Business
Combination, any person (other than the Corporation or any
subsidiary) who or which, as of the record date for the
determination of stockholders entitled to notice of and to vote
on such Business Combination, or immediately prior to the
consummation of any such transaction,
a. is the beneficial owner, directly or indirectly, of not
less than 5% of the voting shares, or
b. is an Affiliate of the Corporation and at any time within
two years prior thereto was the beneficial owner,
directly or indirectly, of not less than 5% of the then
outstanding voting shares, or
c. is an assignee of or has otherwise succeeded to any
shares of capital stock of the Corporation which were at
any time within two years prior thereto beneficially
owned by any 5% stockholder, and such assignment or
succession shall have occurred in the course of a
transaction or series of transactions not involving a
public offering within the meaning of the Securities Act
of 1933.
3. A person shall be the "beneficial owner" of any voting shares:
a. which such person or any of its affiliates or associates
(as hereinafter defined) beneficially own, directly or
indirectly; or
b. which such person or any of its affiliates or associates
has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of
time), pursuant to any agreement, arrangement, or
understanding upon the exercise of conversion rights,
exchange rights, warrants, or options, or otherwise, or
(ii) the right to vote pursuant to any agreement,
arrangement, or understanding; or
c. which are beneficially owned, directly or indirectly, by
any other person with which such first mentioned person
or any of its affiliates or associates has any agreement,
arrangement, or understanding for the purpose of
acquiring, holding, voting, or disposing of any shares of
capital stock of the Corporation.
4. The term "other consideration to be received" shall include,
without limitation, Common Stock of the Corporation retained by
its existing public stockholders in the event of a Business
Combination in which the Corporation is the surviving
Corporation.
5. "Affiliate" and "Associate" shall have the respective meanings
given those terms in Rule 12b-2 of the General Rules and
Regulations.
6. The term "market value" shall mean:
a. in the case of stock, the highest closing sale price
during the thirty-day period immediately preceding the
date in question of a share of such stock on the
composite tape for New York stock-exchange-listed stocks,
or, if such stock is not quoted on such composite tape or
if such stock is not listed on such exchange, on the
principal United States securities exchange registered
under the Exchange Act on which such stock is listed, or
if such stock is not listed on any such exchange, the
highest closing bid quotation with respect to a share of
such stock during the thirty-day period preceding the
date in question on the National Association of
Securities Dealers, Inc. Automated Quotations System or
any system then in use, or if no such quotations are
available, the fair market value on the date in question
of a share of such stock as determined by the Board of
Directors in good faith; and
b. in the case of property other than cash or stock, the
fair market value of such property on the date of
question as determined by the Board of Directors in good
faith.
7. Liability of Directors: No director shall be personally liable
to the Corporation or its shareholders for damages resulting
from the breach of any duty such director owes to the
Corporation and/or its shareholders, as a result of his
position as such, unless a judgment or other final adjudication
adverse to such director establishes that the director's acts
or omissions were in bad faith or involved intentional
misconduct or a knowing violation of law or that such director
personally gained in fact a financial profit to which he was
not legally entitled or that the director's acts violated
Section 719 of the New York Business Corporation Law. The
purpose of this provision is to incorporate the provisions of
Chapter 367 of the Laws of 1987 to the fullest extent
authorized by such Chapter.
IN WITNESS WHEREOF, we have made and subscribed this Certificate this 25th day
of March , 1996, and affirm that the statements made herein are true under
penalties of perjury.
David R. Alvord
Donald S. Ames, Secretary
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 11338
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 11600
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 75151
<INVESTMENTS-CARRYING> 3307
<INVESTMENTS-MARKET> 3307
<LOANS> 111336
<ALLOWANCE> 1205
<TOTAL-ASSETS> 218772
<DEPOSITS> 193367
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1665
<LONG-TERM> 0
0
0
<COMMON> 3360
<OTHER-SE> 20380
<TOTAL-LIABILITIES-AND-EQUITY> 218772
<INTEREST-LOAN> 2620
<INTEREST-INVEST> 1084
<INTEREST-OTHER> 138
<INTEREST-TOTAL> 3842
<INTEREST-DEPOSIT> 1516
<INTEREST-EXPENSE> 1516
<INTEREST-INCOME-NET> 2326
<LOAN-LOSSES> 75
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1676
<INCOME-PRETAX> 933
<INCOME-PRE-EXTRAORDINARY> 933
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 666
<EPS-PRIMARY> .99
<EPS-DILUTED> .99
<YIELD-ACTUAL> 8.11
<LOANS-NON> 133
<LOANS-PAST> 36
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 2744
<ALLOWANCE-OPEN> 1176
<CHARGE-OFFS> 57
<RECOVERIES> 11
<ALLOWANCE-CLOSE> 1205
<ALLOWANCE-DOMESTIC> 1205
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
