U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended Commission File No. 33-9686
March 31, 1997
CENTRAL VIRGINIA BANKSHARES, INC.
Virginia 54-1467806
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2036 New Dorset Road
P. O. Box 39
Powhatan, Virginia 23139
(Address of Principal Executive Office)
(804) 794-6266
(Registrant's Telephone Number, Including Area Code)
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 (not subject to filing requirements
for the past 90 days).
As of March 31, 1997, 950,527 shares were outstanding.
<PAGE>
CENTRAL VIRGINIA BANKSHARES, INC.
QUARTERLY REPORT ON FORM 10-QSB
May 15, 1997
INDEX
Part I. Financial Information Page No.
Item 1 Financial Statements
Consolidated Balance Sheet - Three
Months Ended March 31, 1997 and 1996................................3
Consolidated Statement of Income - Three
Months Ended March 31, 1997 and 1996................................4
Consolidated Statement of Cash Flows - Three
Months Ended March 31, 1997 and 1996................................5
Note to Consolidated Financial Statements -
March 31, 1997 and 1996 (Unaudited).................................6
Item 2 Management's Discussion and Analysis
or Plan of Operation.......................................7
Part II. Other Information
Item 6 Exhibits and Reports on Form 8-K..........................12
Signatures................................................................13
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<PAGE>
CENTRAL VIRGINIA BANKSHARES, INC.
CONSOLIDATED BALANCE SHEETS
March 31, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
March 31 March 31
1997 1996
---- ----
<S> <C> <C>
ASSETS
Cash and due from banks $ 4,539,930 $ 5,249,029
Federal funds sold 7,715,000 16,816,000
----------- -----------
Total cash and cash equivalents $12,254,930 $22,065,029
Securities available for sale 11,588,408 5,737,954
Securities held to maturity (approximate market value 1997
$11,432,814; 1996 $10,171,245) 11,394,198 10,014,028
Mortgage loans held for sale 338,300 1,282,432
Loans, net 88,117,808 81,943,347
Bank premises and equipment, net 3,534,970 2,876,053
Accrued interest receivable 751,955 661,527
Other assets 2,104,121 1,374,604
------------- -------------
Total assets $130,084,690 $125,954,974
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Demand deposits $ 16,120,837 $ 13,570,706
Interest bearing demand deposits and NOW accounts 21,800,189 20,556,334
Savings deposits 13,643,158 12,053,359
Time deposits, $100,000 and over 10,614,965 11,599,174
Other time deposits 50,722,288 51,656,662
------------- -------------
$112,901,437 $109,436,235
Federal funds purchased 0 0
Securities sold under repurchase agreements 1,851,974 2,274,286
Note payable 54,000 63,000
Accrued interest payable 241,491 268,519
Other liabilities 403,490 365,950
-------------- --------------
Total liabilities $115,452,392 $112,407,990
-------------- ------------
STOCKHOLDERS' EQUITY
Capital stock, common, par value $2.50; authorized 3,000,000 shares; issued
950,527 shares 1997; 945,254
shares 1996 $ 2,376,318 $ 2,363,113
Surplus 4,116,507 4,022,962
Retained earnings 8,201,504 7,168,992
Unrealized gains (losses) on securities available for sale,
net of tax (62,031) (8,083)
------------- -----------
Total stockholders' equity $ 14,632,298 $ 13,546,984
------------- ------------
Total liabilities and stockholders' equity $130,084,690 $125,954,974
============= ============
</TABLE>
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<PAGE>
CENTRAL VIRGINIA BANKSHARES, INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31
------------------------------------
1997 1996
----- ----
<S> <C> <C>
Interest income
Interest and fees on loans $2,121,543 $2,046,356
Interest on securities:
U.S. Government agencies and corporations 169,553 87,438
States and political subdivisions 146,230 143,920
Other 4,193 0
Interest on federal funds sold 127,486 198,274
------- -------
Total interest income $2,569,005 $2,475,988
---------- ----------
Interest expense
Interest on deposits $1,103,427 $1,165,042
Interest on securities sold under repurchase agreements 15,496 7,512
Interest on note payable 1,080 1,260
----- -----
Total interest expense $1,120,003 $1,173,814
---------- ----------
Net interest income $1,449,002 $1,302,174
Provision for loan losses 41,250 41,250
------ ------
Net interest income after provision for loan losses $1,407,752 $1,260,924
Other income
Gain on sale of securities $0 $ 25,000
Service charges 146,396 143,184
Other 41,577 63,769
------ ------
Total other income $187,973 $231,953
Other expenses
Salaries and wages $450,900 $392,100
Pensions and other employee benefits 87,851 67,644
Occupancy expense 61,947 47,216
Other operating expenses 456,306 390,611
------- -------
Total other expenses $1,057,004 $897,571
---------- --------
Income before income taxes $538,721 $595,306
Income taxes 141,750 181,370
------- -------
Net income $396,971 $413,936
======== ========
Per share of common stock:
Income before income taxes $0.57 $0.63
Net income $0.42 $0.44
Weighted average shares 949,421 944,017
</TABLE>
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<PAGE>
CENTRAL VIRGINIA BANKSHARES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Three Months Ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Cash Flows for Operating Activities
Net Income $396,971 $413,936
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation 101,035 62,570
Amortization 2,766 4,150
Provision for loans losses 41,250 41,250
Amortization and accretion on securities (4,213) (6,091)
Change in operating assets and liabilities:
(Increase) decrease in assets:
Mortgage loans held for sale (136,502) (413,838)
Accrued interest receivable 51,236 126,017
Other assets (291,432) (262,950)
Increase (decrease) in liabilities:
Accrued interest payable 8,545 5,099
Other liabilities 223,204 252,825
-------- --------
Net cash provided by operating activities $392,860 $222,968
-------- --------
Cash Flows from Investing Activities
Purchase of securities held to maturity ($1,125,000) $ -
Proceeds from sales of securities held to maturity 0 1,000,000
Proceeds from maturities of securities available for sale 1,335,990 571,495
Purchase of securities available for sale (5,304,648) (2,442,486)
Net (increase) decrease in loans made to customers (3,870,900) 1,131,805
Net purchases of premises and equipment (75,395) (819,822)
--------- ----------
Net cash (used in) investing activities ($9,039,953) ($559,008)
---------- ---------
Cash Flows from Financing Activities
Net increase in deposits $3,020,497 $1,630,030
Increase in federal funds purchased - -
Net proceeds from issuance of capital stock 28,956 29,940
Net increase in securities sold under repurchase agreements 317,495 838,979
Dividends paid (170,846) (160,435)
---------- ----------
Net cash provided by financing activities $3,196,102 $2,338,514
---------- ----------
Increase (decrease) in cash and cash equivalents ($5,450,991) $2,002,474
Cash and cash equivalents:
Beginning 17,705,921 20,062,555
----------- -----------
Ending $12,254,930 $22,065,029
=========== ===========
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest $1,111,458 $1,168,715
========== ==========
Income Taxes $7,782 $0
====== ==
</TABLE>
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<PAGE>
CENTRAL VIRGINIA BANKSHARES, INC.
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997 and 1996
(Unaudited)
Note 1 Basis of Presentation
These interim financial statements are unaudited; however, such information
reflects all adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim periods presented.
All adjustments are of a normal recurring nature.
Note 2 Accounting Change
On January 1, 1995, the Company adopted FASB Statement No. 114, Accounting by
Creditors for Impairment of a Loan. Statement No. 114 has been amended by FASB
Statement No. 118, Accounting by Creditors for Impairment of a Loan - Income
Recognition and Disclosures. Statement No. 114, as amended, requires that the
impairment of loans that have been separately identified for evaluation is to be
measured based on the present value of expected future cash flows or
alternatively, the observable market price of the loans or the fair value of the
collateral. However, for those loans that are collateral dependent (that is, if
repayment of those loans is expected to be provided solely by the underlying
collateral) and for which management has determined foreclosure is probable, the
measure of impairment of those loans is to be based on the fair value of the
collateral. Statement No. 114, as amended, also requires certain disclosures
about investments in impaired loans and the allowance for credit losses and
interest income recognized on those loans. The effect of adopting Statement No.
114, as amended, is immaterial to the interim financial statements presented
herein.
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<PAGE>
ITEM 2 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The Company's net income totaled $396,971 in the first quarter of 1997,
a decrease of 4.1% from the first quarter of 1996. The results for 1997 reflect
primarily an increase in occupancy and other operating expenses due to the new
Corporate Center facility which opened in May 1996. In addition, the first
quarter of 1996 included a $25,000 gain on sale of a security which is an
extraordinary occurrence for the Company. Net income per common share for the
first quarter of 1997 was $.42 compared to $.44 for the same period in 1996. The
Company's annualized return on average equity was 11.00% in the first quarter of
1997, compared to 12.34% for the first quarter of 1996, while the return on
average assets amounted to 1.26% and 1.36% for these periods respectively.
Net Interest Income. The Company's net interest income was $1,449,002
for the first quarter of 1997, compared to $1,302,174 for the first quarter of
1996. The increase in net interest income in 1997 was attributable primarily to
an increase in average interest earning assets as well as a change in the mix of
average interest earning assets. Average interest earning assets were $117.1
million for the first quarter of 1997, compared to $113.7 million for the first
quarter of 1996. The largest component change was in lower-yielding federal
funds sold which decreased 33.3% from being 13% of average interest earning
assets in 1996 to being 8% at March 31, 1997. In addition, the average balance
of investment securities increased 30% from March 1996. The fully taxable
annualized yield on investment securities was 7.41% at March 31, 1997 compared
to 7.39% in the previous year.
The net interest margin is a measure of net interest income
performance. It represents the difference between interest income, including net
loan fees earned, and interest expense, reflected as a percentage of average
interest earning assets. The Company's net interest margin was 4.95% for the
first quarter of 1997, compared to 4.58% for the first quarter of 1996.
Non-Interest Income. For the first three months of 1997, non-interest
income totaled $187,973, an decrease of 19.0%, or $43,980, from the same period
in 1996. Included in this decrease is the $25,000 gain on sale of securities in
1996. Additionally, service charges on deposit accounts increased slightly by
$3,212 while fees received on mortgage loans originated for others decreased
$19,003.
Non-Interest Expenses. The Company's total non-interest expenses for
the first quarter of 1997 increased $159,433, or 17.8% compared to the same
period in 1996. Expenses related to salaries and employee benefits not treated
as an adjustment to the yield of loans originated in 1997 increased $79,007
during this period or 17.2% compared to the same period in 1996. Occupancy and
other operating expenses increased $80,426, or 18.4%, primarily due to the new
Corporate Center facility.
Income Taxes. The Bank reported income taxes of $141,750 for the first
quarter of 1997, compared to $181,370 for the first quarter of 1996. These
amounts yielded effective tax rates of 26.3% and 30.5%, respectively. In
February, 1992 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". This
Statement superseded Statement of Financial Accounting Standards No. 96, and is
effective for fiscal years beginning after December 15, 1992. This statement was
implemented in March of 1993 and did not have a material effect upon the
financial position or results of operations of the Company.
-7-
<PAGE>
Financial Condition
Loan Portfolio. The Company is an active residential mortgage and
residential construction lender and generally extends commercial loans to small
and medium sized businesses within its primary service area. The Company's
commercial lending activity extends across its primary service area of Powhatan,
Cumberland and western Chesterfield Counties. Consistent with its focus on
providing community-based financial services, the Company does not attempt to
diversify its loan portfolio geographically by making significant amounts of
loans to borrowers outside of its primary service area.
The principal economic risk associated with each of the categories of
loans in the Company's portfolio is the creditworthiness of its borrowers.
Within each category, such risk is increased or decreased depending on
prevailing economic conditions. The risk associated with the real estate
mortgage loans and installment loans to individuals varies based upon employment
levels, consumer confidence, fluctuations in value of residential real estate
and other conditions that affect the ability of consumers to repay indebtedness.
The risk associated with commercial, financial and agricultural loans varies
based upon the strength and activity of the local economies of the Company's
market areas. The risk associated with real estate construction loans varies
based upon the supply of and demand for the type of real estate under
construction. Many of the Bank's real estate construction loans are for pre-sold
or contract homes.
At March 31, 1997, loans increased $3.8 million from December 31, 1996
and $6.2 million from March 31, 1996. The loan to deposit ratio was 78.05% at
March 31, 1997, compared to 76.75% at December 31, 1996 and 74.88% at March 31,
1996. As of March 31, 1997, real estate loans accounted for 59.0% of the loan
portfolio, consumer loans were 21.8%, and commercial and industrial loans
totaled 19.2% of the loan portfolio.
Asset Quality. Non-performing loans include non-accrual loans, loans 90
days or more past due and restructured loans. Non-accrual loans are loans on
which interest accruals have been discontinued. Loans which reach non-accrual
status may not be restored to accrual status until all delinquent principal and
interest has been paid, or the loan becomes both well secured and in the process
of collection. Restructured loans are loans with respect to which a borrower has
been granted a concession on the interest rate or the original repayment terms
because of financial difficulties.
-8-
<PAGE>
The following table summarizes non-performing loans:
<TABLE>
<CAPTION>
March 31 December 31 March 31
1997 1996 1996
---- ---- ----
(Dollars in Thousands)
<S> <C> <C> <C>
Loans accounted for on a non-accrual basis $ 950 $ 708 $ 989
Loans contractually past due 90 days or
more as to interest or principal payments
(not included in non-accrual loans above) 1,237 935 89
Loans restructured and in compliance with
modified terms (not included in non-
accrual loans or loans contractually past
due 90 days or more above) - - -
------ ------ ------
TOTAL $2,187 $1,643 $1,078
====== ====== ======
</TABLE>
Management is not aware of any other loans at March 31, 1997 which
involve serious doubts as to the ability of such borrowers to comply with the
existing payment terms.
Management has analyzed the potential risk of loss on the Company's
loan portfolio, given the loan balances and the value of the underlying
collateral, and has recognized losses where appropriate. Non-performing loans
are closely monitored on an ongoing basis as part of the Company's loan review
process. Management reviews the loan loss allowance at the end of each month.
Based primarily on the Company's loan classification system, which classifies
problem credits as substandard, doubtful or loss, additional provisions for
losses are made monthly. The ratio of the allowance for loan losses to total
loans was 1.33% at March 31, 1997; 1.42% at December 31, 1996; and 1.39% at
March 31, 1996, respectively. At March 31, 1997 the ratio of the allowance for
loan losses to non-performing loans was 54.3%, compared to 73.8% at December 31,
1996 and 107.2% at March 31, 1996.
Management evaluates non-performing loans relative to their collateral
value and makes appropriate reductions in the carrying value of those loans
based on that review. Management believes, based on its review, that the Company
has adequate reserves to cover any future write down that may be required on
these loans.
For each period presented, the provision for loan losses charged to
operations is based on management's judgment after taking into consideration all
factors connected with the collectibility of the existing portfolio. Management
evaluates the loan portfolio in light of economic conditions, changes in the
nature and value of the portfolio, industry standards and other relevant
factors. Specific factors considered by management in determining the amounts
charged to operations include internally generated loan review reports, previous
loan loss experience with the borrower, the status of past due interest and
principal payments on the loan, the quality of financial information supplied by
the borrower and the general financial condition of the borrower.
The provision for loan losses totaled $41,250 for each of the quarters
ended March 31, 1997 and 1996, respectively. In the opinion of management, the
provision charged to operations has been
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<PAGE>
sufficient to absorb the current year's net loan losses while continuing to
increase the allowance for loan losses.
Securities
The Company's securities portfolio serves several purposes. Portions of
the portfolio secure certain public and trust deposits. The remaining portions
are held as investments or used to assist the Company in liquidity and asset
liability management. During the first quarter of 1997, total securities
increased to $23.0 million or 17.7% of total assets at March 31, 1997.
The securities portfolio consists of two components, investment
securities and securities available for sale. Securities are classified as
investment securities when management has the intent and the Company has the
ability at the time of purchase to hold the securities to maturity. Investment
securities are carried at cost adjusted for amortization of premiums and
accretion of discounts. Securities to be held for indefinite periods of time are
classified as available for sale and accounted for at market value. Securities
available for sale include securities that may be sold in response to changes in
market interest rates, changes in the security's prepayment risk, increases in
loan demand, general liquidity needs and other similar factors. The Company's
recent purchases of investment securities have generally been limited to
securities of high credit quality with short to medium term maturities.
The fully taxable equivalent annualized average yield on the entire
portfolio was 7.41% for the first quarter of 1997, compared to 7.39% for the
same period in 1996. The market value of the portfolio exceeded the book value
by $39,890 at March 31, 1997.
Deposits and Short-Term Borrowings
The Company's predominate source of funds is depository accounts. The
Company's deposit base is comprised of demand deposits, savings and money market
accounts and other time deposits. The Company's deposits are provided by
individuals and businesses located within the communities served.
Total deposits grew by $3,020,497 between December 31, 1996 and March
31, 1997. The average aggregate interest rate paid on deposits was 3.96% in the
first quarter of 1997, compared to 4.32% for the same period in 1996. The
majority of the Company's deposits are higher yielding time deposits because
most of its customers are individuals who seek higher yields than those offered
on savings and demand accounts.
The following table is a summary of time deposits of $100,000 or more
by remaining maturities at March 31, 1997:
Time Deposits
(Dollars in Thousands)
Three months or less $ 1,763
Three to twelve months 5,002
Over twelve months 3,850
-------
Total $10,615
=======
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<PAGE>
Capital Resources
The assessment of capital adequacy depends on a number of factors such
as asset quality, liquidity, earnings performance and changing competitive
conditions and economic forces. The Company seeks to maintain a strong capital
base to support its growth and expansion activities, to provide stability to
current operations and to promote public confidence. The Company's capital
position continues to exceed regulatory minimums.
Banking regulations also require the Bank to maintain certain minimum
capital levels in relation to Bank Assets. Capital is measured using a leverage
ratio as well as based on risk-weighting assets according to regulatory
guidelines. A comparison of the Bank's actual regulatory capital as of March 31,
1997, with minimum requirements, as defined by regulation, is shown below:
Minimum Actual
Requirements March 31, 1997
------------ --------------
Tier 1 risk-based capital 4.0% 16.00%
Total risk-based capital 8.0% 17.25%
Leverage ratio 3.0% 11.41%
Liquidity and Interest Rate Sensitivity
Liquidity. Liquidity is the ability to meet present and future
financial obligations through either the sale or maturity of existing assets or
the acquisition of additional funds through liability management. Liquid assets
include cash, interest bearing deposits with banks, federal funds sold,
investments and loans maturing within one year. The Company's ability to obtain
deposits and purchase funds at favorable rates determines its liability
liquidity. As a result of the Company's management of liquid assets and the
ability to generate liquidity through liability funding, management believes
that the Company maintains overall liquidity sufficient to satisfy its
depositors' requirements and meet its customers' credit needs.
Additional sources of liquidity available to the Company include, but
are not limited to, loan repayments, the ability to obtain deposits through the
adjustment of interest rates and the purchasing of federal funds. To further
meet its liquidity needs, the Company also has access to the Federal Reserve
System. In the past, growth in deposits and proceeds from the maturity of
investment securities have been sufficient to fund the net increase in loans.
Interest Rate Sensitivity. In conjunction with maintaining a
satisfactory level of liquidity, management must also control the degree of
interest rate risk assumed on the balance sheet. Managing this risk involves
regular monitoring of the interest sensitive assets relative to interest
sensitive liabilities over specific time intervals.
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<PAGE>
Effects of Inflation
Inflation significantly affects industries having high proportions of
fixed assets or high levels of inventories. Although the Company is not
significantly affected in these areas, inflation does have an impact on the
growth of assets. As assets grow rapidly, it becomes necessary to increase
equity capital at proportionate levels to maintain the appropriate equity to
asset ratios. Traditionally, the Company's earnings and high capital retention
levels have enabled the Company to meet these needs.
The Company's reported earnings results have been affected by
inflation, but isolating the effect is difficult. The different types of income
and expense are affected in various ways. Interest rates are affected by
inflation, but the timing and magnitude of the changes may not coincide with
changes in the consumer price index. Management actively monitors interest rate
sensitivity in order to minimize the effects of inflationary trends on interest
rates. Other areas of non-interest expenses may be more directly affected by
inflation.
ITEM 6 EXHIBITS AND REPORTS ON 8-K
(a) Exhibits:
27 Financial Data Schedule (filed herewith).
(b) Form 8-K. No reports were filed on Form 8-K in the
period for which this report is filed.
-12-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CENTRAL VIRGINIA BANKSHARES, INC.
-------------------------------------
(Registrant)
Date: May 15, 1997 /s/ Ralph Larry Lyons
------------------------------------------------
Ralph Larry Lyons, President and Chief Executive
Officer (Chief Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 4,539,930
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 7,715,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 11,588,408
<INVESTMENTS-CARRYING> 11,394,198
<INVESTMENTS-MARKET> 11,432,814
<LOANS> 88,117,808
<ALLOWANCE> 1,188,018
<TOTAL-ASSETS> 130,084,690
<DEPOSITS> 112,901,437
<SHORT-TERM> 9,000
<LIABILITIES-OTHER> 403,490
<LONG-TERM> 45,000
0
0
<COMMON> 2,376,318
<OTHER-SE> 12,255,980
<TOTAL-LIABILITIES-AND-EQUITY> 130,084,690
<INTEREST-LOAN> 2,121,543
<INTEREST-INVEST> 447,462
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 2,569,005
<INTEREST-DEPOSIT> 1,103,427
<INTEREST-EXPENSE> 1,120,003
<INTEREST-INCOME-NET> 1,149,002
<LOAN-LOSSES> 41,250
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,057,004
<INCOME-PRETAX> 538,721
<INCOME-PRE-EXTRAORDINARY> 538,721
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 396,971
<EPS-PRIMARY> .42
<EPS-DILUTED> .42
<YIELD-ACTUAL> 8.77
<LOANS-NON> 950,000
<LOANS-PAST> 1,237,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,211,675
<CHARGE-OFFS> 75,000
<RECOVERIES> 10,000
<ALLOWANCE-CLOSE> 1,188,018
<ALLOWANCE-DOMESTIC> 448,945
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 739,073
</TABLE>
