UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[XX] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---------- --------------------
Commission File Number 000-22747
Virginia Commonwealth Financial Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1542438
-------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
102 South Main Street, Culpeper, Virginia 22701
- ----------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) 540-825-4800
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 report(s), and (2) has been subject to such
filing requirements for 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 April 30, 1999:
Common Stock, $2.50 par value 2,046,484
- ----------------------------- ----------------------
Class Number of Shares
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page No.
<S> <C>
ITEM 1 Consolidated Financial Statements:
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Changes in Stockholders' Equity 5
Consolidated Statements of Cash Flows 6-7
Notes to Financial Statements 8-9
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 10-12
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk 12
<CAPTION>
PART II - OTHER INFORMATION
<S> <C> <C>
ITEM 1 Legal Proceedings 13
ITEM 2 Change in Securities 13
ITEM 3 Defaults Upon Senior Securities 13
ITEM 4 Submission of Matters to a Vote of Security Holders 13
ITEM 5 Other Information 13
ITEM 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 14
</TABLE>
-2-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(000 OMITTED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
--------------- --------------
(unaudited)
<S> <C> <C>
ASSETS
Cash and due from depository institutions (non-interest
bearing deposits) $ 6,400 $ 9,765
Federal funds sold 11,033 5,917
Securities (market value: 1998, $96,378; 1997, $105,678) 95,843 104,943
Loans held for sale 5,353 5,400
Loans receivable, net 220,240 212,282
Bank premises and equipment 9,499 9,233
Interest receivable 2,434 2,536
Other real estate owned 686 759
Other assets 1,970 1,978
--------------- --------------
Total Assets $ 353,458 $ 352,813
=============== ==============
LIABILITIES
Deposits:
Noninterest-bearing demand deposits $ 40,508 $ 45,370
Savings and interest-bearing demand deposits 115,064 105,857
Time deposits 152,067 155,288
--------------- --------------
Total deposits 307,639 306,515
Repurchase agreements 1,061 1,305
Other short-term borrowings 325 1,181
Interest payable 1,241 1,207
Other liabilities 1,736 1,610
--------------- --------------
Total Liabilities 312,002 311,818
--------------- --------------
STOCKHOLDERS' EQUITY
Preferred stock, no par value; (Authorized 1,000,000 shares,
no shares outstanding) - -
Common stock, par value $2.50 per share; (Authorized
3,000,000 shares; issued and outstanding 2,046,484 shares
1998; 2,036,460 shares 1997) 5,116 5,104
Capital surplus 7,873 7,739
Retained earnings 28,311 27,724
Accumulated other comprehensive income 156 428
--------------- --------------
Total Stockholders' Equity 41,456 40,995
--------------- --------------
Total Liabilities and Stockholders' Equity $ 353,458 $ 352,813
=============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(000 OMITTED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1999 1998
---------- -----------
(unaudited) (unaudited)
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 4,933 $ 4,469
Interest on investment securities:
Taxable 31 316
Nontaxable 246 190
Interest and dividends on securities available for sale:
Taxable 1,085 895
Nontaxable 35 11
Dividends 22 2
Interest income on federal funds sold 70 166
--------------- --------------
Total Interest Income 6,422 6,049
--------------- --------------
INTEREST EXPENSE
Interest on deposits 2,781 2,688
Interest on short-term borrowings 22 56
--------------- --------------
Total Interest Expense 2,803 2,744
--------------- --------------
NET INTEREST INCOME 3,619 3,305
Less: Provision for loan losses 170 135
--------------- --------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,449 3,170
OTHER INCOME
Service charges on deposit accounts 264 242
Commissions and fees from fiduciary activities 164 120
Investment fee income 50 37
Other operating income 85 53
Gains (losses) on securities available for sale 2 -
Fees on mortgage loans sold 157 88
--------------- --------------
Total Other Income 722 540
--------------- --------------
OTHER EXPENSE
Compensation and employee benefits 1,478 1,244
Net occupancy expense 393 343
Computer services 64 81
Other operating expenses 696 550
--------------- --------------
Total Other Expense 2,631 2,218
--------------- --------------
INCOME BEFORE INCOME TAX EXPENSE 1,540 1,492
Income tax expense 443 431
--------------- --------------
NET INCOME $ 1,097 $ 1,061
=============== ==============
EARNINGS PER SHARE, BASIC AND ASSUMING DILUTION $ .54 $ .52
=============== ==============
DIVIDENDS PER SHARE $ .25 $ .24
=============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(000 OMITTED)
<TABLE>
<CAPTION>
Accumulated
Other
Common Capital Comprehensive Retained Comprehensive
Stock Surplus Income Earnings Income Total
------ ------- ------------- -------- ------------- -----
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1998 $ 5,086 $ 7,468 $ 104 $ 25,126 $ - $ 37,784
Net income - - - 1,061 1,061 1,061
Other Comprehensive Income, net of tax:
Unrealized losses on securities
available for sale during the
period, net of tax
of ($16,000) - - - - (30) -
----------
Other comprehensive income - - (30) (30) (30)
----------
Comprehensive income - - - - $ 1,031
==========
Cash dividends - - - (360) (360)
Issuance of common stock
under dividend
reinvestment plan 5 70 - - - 75
---------- ---------- --------- ---------- ---------- ---------
BALANCE, MARCH 31, 1998 $ 5,091 $ 7,538 $ 74 $ 25,827 $ - $ 38,530
========== ========== ========= ========== ========== =========
BALANCE, JANUARY 1, 1999 $ 5,104 $ 7,739 $ 428 $ 27,724 $ - $ 40,995
Net income - - - 1,097 1,097 1,097
Other Comprehensive Income, net of tax:
Unrealized losses on securities
available for sale during the
period, net of tax
of ($139,000) - - - - (271) -
Add reclassification
adjustment, net of tax
of ($1,000) - - - - (1) -
----------
Other comprehensive income - - (272) (272) (272)
----------
Comprehensive income - - - - $ 825
==========
Cash dividends - - - (510) (510)
Issuance of common stock
under dividend
reinvestment plan 12 134 - - - 146
------- ---------- --------- ---------- ---------- ---------
BALANCE, MARCH 31, 1999 $ 5,116 $ 7,873 $ 156 $ 28,311 $ - $ 41,456
======= ========== ========= ========== ========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
-5-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000 OMITTED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1999 1998
---------- ----------
(unaudited) (unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,097 $ 1,061
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 170 135
Deferred tax expense (benefit) (10) -
Depreciation and amortization 217 189
Pension (income) expense - 3
(Gain) loss on sale of securities available for sale (2) -
(Gain) loss on sale of other real estate (1) -
Amortization (accretion) of premiums and
discounts on securities 12 (13)
Fees on mortgage loans sold (157) (88)
Proceeds from sale of mortgage loans 14,381 6,774
Purchase of loans for sale (14,224) (6,686)
Changes in assets and liabilities:
(Increase) decrease in interest receivable 103 340
(Increase) decrease in other assets 8 21
Decrease (increase) in interest payable 34 64
Decrease (increase) in other liabilities 276 126
--------------- --------------
Net cash provided by operating activities 1,904 1,926
--------------- --------------
INVESTING ACTIVITIES
Proceeds from sale of securities available for sale 4,000 2,500
Proceeds from maturities of investment securities 207 1,000
Proceeds from maturities and principal payments
of securities available for sale 7,937 14,521
Purchase of investment securities (500) (1,825)
Purchase of securities available for sale (2,965) (16,060)
Purchase of premises and equipment (483) (830)
Additions to other real estate (210) (330)
Proceeds from sale of other real estate 276 -
Net (increase) in loans (8,074) (2,253)
--------------- --------------
Net cash provided by (used in) investing activities 188 (3,277)
--------------- --------------
</TABLE>
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<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000 OMITTED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1999 1998
---------- ----------
(unaudited) (unaudited)
<S> <C> <C>
FINANCING ACTIVITIES
Net increase in demand, money market and
savings deposits 2,476 7,712
Net (decrease) increase in time deposits (1,352) 5,938
Net increase (decrease) in repurchase agreements (244) (2,059)
Net increase (decrease) in short-term borrowings (857) (575)
Common stock issued 146 75
Cash dividends paid on common stock (510) (360)
--------------- --------------
Net cash (used in) provided by financing activities (341) 10,731
--------------- --------------
Increase in cash and cash equivalents 1,751 9,380
CASH AND CASH EQUIVALENTS
Beginning of the period 15,682 14,973
--------------- --------------
End of the period $ 17,433 $ 24,353
=============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
-7-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999 AND DECEMBER 31, 1998
1. In the opinion of management, the accompanying financial statements contain
all adjustments (consisting of only normal recurring accruals) necessary to
present fairly the financial position as of March 31, 1999 and December 31,
1998, and the results of operations and cash flows for the three months
ended March 31, 1999 and 1998. The statements should be read in conjunction
with the Notes to Financial Statements included in the Company's Annual
Report for the year ended December 31, 1998.
2. The results of operations for the three month period ended March 31, 1999
and 1998 are not necessarily indicative of the results to be expected for
the full year.
3. The Company's securities portfolio is composed of the following (000
omitted):
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
---------- -------
<S> <C> <C>
SECURITIES HELD TO MATURITY:
March 31, 1999
--------------
(unaudited)
Obligations of States and Political Subdivisions $ 22,347 $ 22,896
=============== ==============
December 31, 1998
-----------------
Obligations of States and Political Subdivisions $ 22,058 $ 22,792
=============== ==============
SECURITIES AVAILABLE FOR SALE:
March 31, 1999
--------------
(unaudited)
U.S. Treasury Securities $ 16,025 $ 16,210
U.S. Government Securities 42,440 42,484
Obligations of States and Political Subdivisions 3,823 3,864
Corporate Bonds 9,093 9,065
Other Equity Securities 1,864 1,859
--------------- --------------
$ 73,245 $ 73,482
=============== ==============
December 31, 1998
-----------------
U.S. Treasury Securities $ 21,021 $ 21,318
U.S. Government Securities 46,374 46,631
Obligations of States and Political Subdivisions 3,391 3,457
Corporate Bonds 9,599 9,628
Other Equity Securities 1,853 1,852
--------------- --------------
$ 82,238 $ 82,886
=============== ==============
</TABLE>
-8-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999 AND DECEMBER 31, 1998
4. The Company's loan portfolio is composed of the following (000 omitted):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
--------------- --------------
(unaudited)
<S> <C> <C>
Real estate loans:
Construction $ 20,199 $ 20,330
Secured by farmland 1,105 1,143
Secured by 1 - 4 family residential 87,883 85,086
Other real estate loans 66,670 64,039
Loans to farmers (except secured by real estate) 133 144
Commercial and industrial loans (except those
secured by real estate) 22,024 17,536
Loans to individuals for personal expenditures 21,436 22,504
All other loans 3,413 3,981
--------------- --------------
222,863 214,763
Less:
Deferred loan fees (238) (195)
Allowance for loan losses (2,385) (2,286)
--------------- --------------
$ 220,240 $ 212,282
=============== ==============
</TABLE>
5. Activity in the allowance for loan losses is as follows (000 omitted):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
--------------- --------------
(unaudited)
<S> <C> <C>
Balance at January 1 $ 2,286 $ 2,010
Recoveries added to the allowance 15 92
Loan losses charged to the allowance (86) (647)
Provision recorded to expense 170 831
--------------- --------------
Balance at end of period $ 2,385 $ 2,286
=============== ==============
</TABLE>
6. Earnings and Dividends Paid Per Share:
The weighted average number of shares outstanding for the three month
periods ended March 31 were 2,043,549 in 1999 and 2,035,056 in 1998,
respectively.
-9-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion provides information about the major components of the
results of operations, financial condition, liquidity and capital resources of
Virginia Commonwealth Financial Corporation (the Company). This discussion and
analysis should be read in conjunction with the Consolidated Financial
Statements and supplemental financial data.
OVERVIEW
Virginia Commonwealth Financial Corporation's consolidated net income for the
quarter ended March 31, 1999 amounted to $1.10 million or $.54 per share,
representing a 1% increase over $1.06 million or $.52 per share for the quarter
ended March 31, 1998. The Company's annualized return on average equity for the
quarter ended March 31, 1999 was 10.54%, compared to 10.26% for the comparative
period in 1998. The Company's annualized return on average assets for the
quarter ended March 31, 1999 was 1.26%, compared to 1.33% for the comparative
period in 1998.
NET INTEREST INCOME
Net interest income increased $315 thousand or 9.5% to $3.619 million for the
three months ended March 31, 1999. This improvement can be attributed to an
increase in average earning assets and a slight improvement in the net interest
margin. Average earning assets increased $26.1 million to $324.5 million at
March 31, 1999, an increase of 8.7% over $298.3 million at March 31, 1998. The
increase in average earning assets can be attributed to growth in retail
deposits, which were used to fund increases in loans receivable and investment
securities. Average deposits at March 31, 1999 were $261.8 million, an increase
of $23.1 million or 9.7% from $238.7 million at March 31, 1998. The net interest
margin for the three months ended March 31, 1999 was 4.67%, slightly improved
from 4.59% for the comparable period in 1998.
NONINTEREST INCOME
Noninterest income increased $182 thousand to $722 thousand for the three months
ended March 31, 1999, an improvement of 33.7% over the comparative period in
1998. Fees from trust services, brokerage services and mortgage banking
operations accounted for much of the increase. Loan originations through the
mortgage division increased to $13.2 million during the quarter ended March 31,
1999, an increase of $5.3 million from the $7.9 million originated in the
quarter ended March 31, 1998.
NONINTEREST EXPENSE
Operating expenses increased $414 thousand, or 18.7% to $2.6 million for the
three months ended March 31, 1999, compared to $2.2 million for the same period
in 1998. Incremental compensation costs of $234 thousand and occupancy costs of
$50 thousand for the three month period were attributable to new personnel
hirings and facility costs associated with two new branch offices.
-10-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ASSET QUALITY
Nonperforming assets amounted to $1.4 million or .4% of assets at March 31,
1999, compared to $1.3 million or .4% of assets at December 31, 1998. The
Company recorded a provision for loan losses of $170 thousand for the three
month period ended March 31, 1999, compared to a provision of $135 thousand for
the three month period ended March 31, 1998. The allowance for loan losses at
March 31, 1999 amounted to $2.385 million compared to $2.286 million at December
31, 1998. The allowance for loan losses represents 314% of nonperforming loans
and 1.05% of gross loans receivable at March 31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital base provides the resource and ability to support the
assets of the Company and provide capital for future expansion. Stockholders'
equity as of March 31, 1999 of $41.5 million increased $500 thousand or
approximately 1.2% from $41.0 million at December 31, 1998. The Company's Tier I
capital consists primarily of common stockholder's equity. Risk weighted assets
are determined by assigning various risk levels to each asset type. The
Company's Tier 1 risk based capital ratio was 17.4% at March 31, 1999, compared
to 17.4% at December 31, 1998, placing the Company in a well capitalized
position as defined by regulators.
Liquidity is identified as the ability to generate or acquire sufficient amounts
of cash when needed and at reasonable cost to accommodate withdrawals, payments
of debt, and increased loan demand. These events may occur daily or at other
short-term intervals in the normal operation of the business. Experience helps
management predict time cycles in the amount of cash required. In assessing
liquidity, management gives consideration to relevant factors including
stability of deposits, quality of assets, economy of market served,
concentrations of business and industry, competition, and the Company's overall
financial condition. The Company's primary sources of liquidity are cash, due
from banks, fed funds sold and securities in our available for sale portfolio.
In addition, the Bank has substantial lines of credit from its correspondent
banks and access to the Federal Reserve discount window and Federal Home Loan
Bank to support liquidity.
The Company has no brokered deposits. Certificates of deposit in denominations
of $100 thousand or more represent 9.5% of total deposits primarily from
established core depositors.
In the judgment of management, the Company maintains the ability to generate
sufficient amounts of cash to cover normal requirements and any additional needs
which may arise.
YEAR 2000 PREPAREDNESS
There have been no significant changes to management's discussion of Year 2000
preparedness disclosures in the Company's Form 10K for the year ended December
31, 1998.
-11-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, FASB issued SFAS 133, "Accounting for Derivative Instruments and
Hedging Activities." SFAS 133 establishes accounting and reporting standards for
derivative financial instruments and other similar financial instruments
including hedging activities. SFAS 133 is effective for years beginning after
June 15, 1999. Implementation of the statement is not expected to have a
material impact on the consolidated financial statements of the Company.
EFFECTS OF INFLATION
The effect of changing prices on financial institutions is typically different
from other industries as the Company's assets and liabilities are monetary
in nature. Interest rates and thus the Company's asset liability management
is impacted by changes in inflation, but there is not a direct correlation
between the two measures. Management monitors the impact of inflation on the
financial markets.
FORWARD LOOKING STATEMENTS
The statements contained in this report that are not historical facts may be
construed as forward looking statements. The forward-looking statements are
subject to certain risks and uncertainties which could cause actual results to
differ materially from historical results or those anticipated. Readers are
cautioned not to place undue reliance on these forward-looking statements.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes to the quantitative and qualitative
market risk disclosures in the Company's Form 10K for the year ended December
31, 1998.
-12-
<PAGE>
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material legal proceedings to which the Registrant
or any of its subsidiaries, directors, or officers is a party or
by which they, or any of them, are threatened. Any legal
proceeding presently pending or threatened against Virginia
Commonwealth Financial Corporation and its subsidiaries are
either not material in respect to the amount in controversy or
fully covered by insurance.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits are not applicable.
(b) No form 8-K was filed during the three month period ended
March 31, 1999.
-13-
<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.
VIRGINIA COMMONWEALTH FINANCIAL CORPORATION
/s/ O.R. Barham, Jr.
---------------------------------------
O.R. Barham, Jr.
President
May 12, 1999
/s/ Jeffrey W. Farrar
---------------------------------------
Jeffrey W. Farrar, CPA
Senior Vice President - Chief Financial Officer
May 12, 1999
-14-
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 6,400
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 11,033
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 73,482
<INVESTMENTS-CARRYING> 22,347
<INVESTMENTS-MARKET> 22,896
<LOANS> 222,863
<ALLOWANCE> 2,385
<TOTAL-ASSETS> 353,458
<DEPOSITS> 307,639
<SHORT-TERM> 325
<LIABILITIES-OTHER> 1,736
<LONG-TERM> 0
0
0
<COMMON> 5,116
<OTHER-SE> 36,340
<TOTAL-LIABILITIES-AND-EQUITY> 353,458
<INTEREST-LOAN> 4,933
<INTEREST-INVEST> 1,489
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 6,422
<INTEREST-DEPOSIT> 2,781
<INTEREST-EXPENSE> 2,803
<INTEREST-INCOME-NET> 3,619
<LOAN-LOSSES> 170
<SECURITIES-GAINS> 2
<EXPENSE-OTHER> 2,631
<INCOME-PRETAX> 1,540
<INCOME-PRE-EXTRAORDINARY> 1,540
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,097
<EPS-PRIMARY> 0.54
<EPS-DILUTED> 0.54
<YIELD-ACTUAL> 0
<LOANS-NON> 574
<LOANS-PAST> 192
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 9,278
<ALLOWANCE-OPEN> 2,286
<CHARGE-OFFS> (86)
<RECOVERIES> 15
<ALLOWANCE-CLOSE> 2,385
<ALLOWANCE-DOMESTIC> 333
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 2,052
</TABLE>
