<PAGE> 1
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 March 31, 1996.
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Commission file number 0 - 20880
Filing Date: May 14, 1996
- - -------------------------------------------------------------------------------
FRANKLIN BANCORPORATION, INC
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 52 - 1632361
- - --------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer identification
incorporation or organization) Number)
1722 EYE STREET, N.W.
WASHINGTON, D.C. 20006 (202) 429 - 9888
- - --------------------------------- -------------------------------
(Address of principal executive (Registrant's telephone number,
offices) 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 ( )
The total number of shares of the Registrant's common stock, par value $0.10
per share, outstanding as of April 30, 1996 was 6,318,057.
Page 1 of 15
<PAGE> 2
FRANKLIN BANCORPORATION, INC.
FORM 10-Q
March 31, 1996
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C> <C>
ITEM 1. FINANCIAL STATEMENTS
(a) Consolidated Statements of Income............................ 3
(b) Consolidated Statements of Financial Condition............... 4
(c) Consolidated Statements of Cash Flows........................ 5
Notes to Consolidated Financial Statements....................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS......................................... 9
PART II. OTHER INFORMATION......................................... 13
</TABLE>
Page 2 of 15
<PAGE> 3
PART I - FINANCIAL INFORMATION
- - ------------------------------------------------------------------------------
ITEM 1 - FINANCIAL STATEMENTS
(a) Consolidated Statements of Income (Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1996 1995
---- ----
<S> <C> <C>
INTEREST INCOME:
- - ----------------
Interest and fees on loans $4,429 $3,153
Interest and dividends on securities 1,634 1,523
Interest on federal funds sold and securities
purchased under resale agreements 417 216
------- -------
Total interest income 6,480 4,892
------- -------
INTEREST EXPENSE:
- - -----------------
Interest on deposits 2,100 1,417
Interest on securities sold under
repurchase agreements 347 323
------- -------
Total interest expense 2,447 1,740
------- -------
Net interest income 4,033 3,152
Provision for loan losses 27 80
------- -------
Net interest income after provision
for loan losses 4,006 3,072
------- -------
NON-INTEREST INCOME:
- - --------------------
Service charges on deposits 241 210
Other fee income 113 65
------- ------
Total non-interest income 354 275
------- -------
NON-INTEREST EXPENSE:
- - ---------------------
Compensation and employee benefits 1,528 1,042
Occupancy expense 380 228
Goodwill amortization 46 32
Other 820 733
------- -------
Total non-interest expense 2,774 2,035
------- -------
Income before income tax expense 1,586 1,312
Income tax expense 622 585
------- -------
NET INCOME $ 964 $ 727
======= =======
PRIMARY EARNINGS PER SHARE:(1)
- - ------------------------------
Net Income $ 0.15 $ 0.13
FULLY DILUTED EARNINGS PER SHARE (1)
- - ------------------------------------
Net Income $ 0.15 $ 0.13
</TABLE>
(1) See Exhibit 11 - Computation of Primary and Fully Diluted Earnings per
Share.
The accompanying condensed notes are an integral part of these financial
statements.
Page 3 of 15
<PAGE> 4
(b) Consolidated Statements of Financial Condition
(Dollars in thousands, except per data share)
<TABLE>
<CAPTION>
Unaudited
March 31, December 31,
ASSETS 1996 1995
- - ------ ----------- -----------
<S> <C> <C>
Cash and due from banks $ 14,442 $ 21,811
Federal funds sold and securities purchased
under resale agreements 31,640 47,875
Securities available-for-sale 54,987 44,867
Securities held-to-maturity 63,305 64,273
---------- ----------
Securities 118,292 109,140
Loans, net of unearned income 185,235 181,650
Less: allowance for loan losses (3,747) (3,443)
----------- ----------
Loans, net 181,488 178,207
Premises and equipment, net 2,474 2,334
Goodwill, net 2,026 2,072
Accrued interest receivable 2,440 2,316
Other assets 3,365 3,276
---------- ----------
TOTAL ASSETS $356,167 $367,031
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
- - ----------------------------------
LIABILITIES:
- - ------------
Non-interest bearing deposits $ 85,202 $ 90,454
Interest bearing deposits 197,390 211,981
---------- ----------
Total deposits 282,592 302,435
Federal funds purchased and securities
sold under repurchase agreements 43,348 35,869
Accrued interest payable 890 903
Other liabilities 2,122 1,439
---------- ----------
Total liabilities 328,952 340,646
---------- ----------
STOCKHOLDERS' EQUITY:
- - ---------------------
Common Stock, $0.10 par value, 25,000,000
shares authorized; 6,318,057 and 6,283,057
shares issued and outstanding, respectively 632 628
Capital surplus 19,797 19,649
Retained earnings 6,929 5,965
Unrealized (loss) gain on securities
available-for-sale (143) 143
---------- ----------
Total stockholders' equity 27,215 26,385
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $356,167 $367,031
========== ==========
</TABLE>
The accompanying condensed notes are an integral part of these financial
statements.
Page 4 of 15
<PAGE> 5
(c) Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
- - -------------------------------------
Net income $ 964 $ 727
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 27 80
Depreciation and amortization 205 150
Change in accrued interest receivable and
other assets 1 (32)
Change in accrued interest payable and other
liabilities 670 453
---------- ----------
Net cash provided by operating activities 1,867 1,378
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
- - -------------------------------------
Purchases of securities available-for-sale (17,480) (50)
Proceeds from maturities/principal paydowns
of securities available-for-sale 6,893 18
Proceeds from maturities/principal paydowns
of securities held-to-maturity 984 540
Net increase in loans receivable (3,308) (4,637)
Additions to premises and equipment, net (347) (183)
----------- -----------
Net cash used in investing activities (13,258) (4,312)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
- - -------------------------------------
Net decrease in deposits (19,843) (8,809)
Net change in federal funds purchased and securities
sold under repurchase agreements 7,479 (1,406)
Proceeds from issuance of common stock 151 -------
----------- -----------
Net cash used in financing activities (12,213) (10,215)
----------- -----------
Net decrease in cash and cash equivalents (23,604) (13,149)
Cash and cash equivalents at beginning
of period 69,686 28,045
---------- ----------
Cash and cash equivalents at end of period $ 46,082 $ 14,896
========== ==========
</TABLE>
The accompanying condensed notes are an integral part of these financial
statements.
Page 5 of 15
<PAGE> 6
CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AT MARCH 31, 1996
(unaudited) (in thousands)
1. Basis of Financial Statement Presentation.
The accompanying financial statements have been prepared without an audit and
reflect all adjustments (consisting only of normal recurring adjustments) which
were, in the opinion of management, necessary for a fair statement of the
results of the periods presented. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted. Accordingly,
the complete notes to these condensed financial statements can be obtained by
reading Franklin Bancorporation, Inc.'s ("Franklin") most current annual
report. The current period's results of operations are not necessarily
indicative of results which ultimately may be achieved for the year.
2. Securities.
The amortized cost and market value of securities are summarized as follows:
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
-------------- -----------------
Amortized Market Amortized Market
SECURITIES AVAILABLE-FOR-SALE Cost Value Cost Value
--------- ------- --------- -------
<S> <C> <C> <C> <C>
U.S. treasury securities $ 5,711 $ 5,722 $ 9,418 $ 9,454
U.S. government agencies 32,540 32,430 20,576 20,843
Step-up and structured notes 12,163 11,981 9,893 9,757
Mortgage-backed securities 2,956 2,988 3,100 3,164
Equity securities 1,866 1,866 1,649 1,649
-------- ------- -------- --------
Total $55,236 $54,987 $44,636 $44,867
======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
-------------- -----------------
Amortized Market Amortized Market
SECURITIES HELD-TO-MATURITY Cost Value Cost Value
--------- ------- --------- -------
<S> <C> <C> <C> <C>
U.S. treasury securities $21,212 $20,967 $21,408 $21,339
U.S. government agencies 1,989 1,956 1,988 1,984
Mortgage-backed securities 40,104 38,731 40,877 40,046
-------- -------- -------- --------
Total $63,305 $61,654 $64,273 $63,369
======== ======== ======== ========
</TABLE>
Page 6 of 15
<PAGE> 7
3. Loans.
Major categories of loans are as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- -----------
<S> <C> <C>
Real Estate
Commercial $ 29,500 $ 26,818
Construction and development 8,766 9,394
Residential mortgage 17,741 20,638
--------- ---------
Total Real Estate 56,007 56,850
--------- ---------
Commercial and Industrial 116,436 111,110
Consumer
Consumer 10,410 11,279
Home equity 2,763 2,804
--------- ---------
Total Consumer 13,173 14,083
Total 185,616 182,043
--------- ---------
Unearned income (381) (393)
---------- ---------
Loans, net of unearned income $185,235 $181,650
---------- ---------
</TABLE>
At March 31, 1996, impaired loans totaled $609,000 with a corresponding
valuation allowance of $199,000. All of the loans deemed to be impaired are
commercial loans.
For the quarter ended March 31, 1996, the average recorded investment in
impaired loans was approximately $1,051,000. Had all of these loans performed
in accordance with their original terms, interest income of approximately
$23,000 would have been recorded during the first three months of 1996.
Franklin recognized $10,000 in interest on impaired loans during the quarter.
At March 31, 1996, Franklin had no other loans on non-accrual other than those
deemed to be impaired loans. There were no loans 90 days or more past due
which were still accruing interest.
Page 7 of 15
<PAGE> 8
Changes in the allowance for loan losses for the three months ended March 31,
1996 are as follows:
<TABLE>
<S> <C>
Balance, January 1 $3,443
Charge-offs:
Real Estate (11)
Commercial (23)
Consumer (45)
--------
Total (79)
--------
Recoveries:
Real Estate 65
Commercial 289
Consumer 2
--------
Total 356
--------
Net recoveries 277
Provision for loan losses 27
Balance, March 31 $3,747
========
Net charge-offs to average loans (0.15)%
</TABLE>
Franklin National Bank of Washington, D.C. and Franklin National Bank of
Virginia, in the normal course of business, make loans to executive officers,
directors and stockholders, as well as to companies and individuals affiliated
with those officers and directors. In the opinion of management, these loans
are consistent with sound banking practices, are within regulatory lending
limits and do not involve more than normal risk of collectibility.
Activity in such loans is summarized as follows:
<TABLE>
<S> <C>
Balance, January 1, 1996 $ 9,319
New loans 2,220
Repayments (719)
--------
Balance, March 31, 1996 $10,820
========
</TABLE>
There were no loans to directors, officers or related parties that were
impaired as of March 31, 1996.
Page 8 of 15
<PAGE> 9
4. Time deposits, including IRA's, are as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- -----------
<S> <C> <C>
Certificates less than $100,000 $15,439 $13,158
Certificates of $100,000 or more 54,164 64,786
</TABLE>
ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion provides information about the financial condition and
results of operations for the three month periods ended March 31, 1996 and
1995.
INCOME:
During the first three months of 1996, Franklin realized net income of
$964,000, or $0.15 per share of stock outstanding, compared to net income of
$727,000, or $0.13 per share, for the same period of 1995, increases of 33% and
15% in net income and earnings per share, respectively. The improvement in
earnings for the period can be primarily attributed to an increase in net
interest income of $881,000, or 28%, resulting from the growth of both earning
assets and deposits.
As the merger with The George Washington Banking Corporation was effective at
the close of business on March 31, 1995, the earnings of the resulting bank,
Franklin National Bank of Virginia, have been fully consolidated into
Franklin's 1996 quarterly earnings. Net income for Franklin of Virginia was
$31,000 for the first quarter of 1996, which had a minimal but positive impact
on Franklin's earnings. Franklin of Virginia opened a new branch in Tysons
Corner during the first quarter of 1996 and has received regulatory approval to
open a branch in Bethesda, Maryland which is expected to open in June 1996.
This branch expansion has had a diminishing effect on Franklin of Virginia's
current earnings, but as the new branches develop, their impact on earnings is
anticipated to be positive.
During the second quarter of 1996, Franklin expects to file applications with
the Office of the Comptroller of the Currency to merge and consolidate its two
banks, Franklin of Washington, D.C. and Franklin of Virginia. It is
anticipated the consolidation will be completed by the third quarter of 1996,
resulting in service efficiencies for Franklin customers as well as operational
efficiences for Franklin.
Page 9 of 15
<PAGE> 10
Net interest income
The increase in net interest income from $3,152,000 for the first quarter of
1995 to $4,033,000 for the first quarter of 1996 is primarily attributable to
loan volume increases and secondarily to the merger. Total interest income
increased $1.6 million, or 32%, from $4,892,000 for the first quarter of 1995
to $6,480,000 for the first quarter of 1996. Loan volume increases account for
approximately $1 million, or 63%, of that increase with loans growing from
$130,346,000 at March 31, 1995 to $185,235,000 at March 31, 1996. The merger
accounted for $18.7 million, or 34%, of the total loan portfolio increase.
Interest expense increased $707,000, or 41%, to $2,447,000 for the first three
months of 1996 as compared to $1,740,000 for the same period of 1995. The
increase is due to rate increases, which are market driven, as well as volume
increases in interest-bearing liabilities. Franklin experienced a 37%, or
$65,197,000, increase in its interest-bearing liabilities from $175,541,000 to
$240,738,000 for the periods ending March 31, 1995 and 1996, respectively.
Interest-bearing liabilities of Franklin of Virginia represented $18.9 million
as of the merger date.
As a result of prime rate decreases, which impact Franklin's adjustable rate
loan portfolio, and competitive market pressures on deposit rates, Franklin's
net interest margin declined to 4.95% for the three months ended March 31, 1996
as compared to 5.15% for the same period one year ago. Management intends to
continue to seek opportunities to increase the volume of Franklin's highest
yielding assets, loans, while maintaining the quality of that portfolio, to
sustain and improve its margin.
Non-interest income
Non-interest income increased $79,000, or 29%, from $275,000 for the three
months ending March 31, 1995 to $354,000 for the same period ending March 31,
1996. The increase is a result of management's on-going review of its fee
structure for services provided to its customers, as well as the continued
expansion of its commercial deposit product offerings, such as cash management
and payroll processing services.
Non-interest expense
Total non-interest expense of $2,774,000 for the period ended March 31, 1996
increased $739,000, or 36%, as compared to $2,035,000 for the same period in
1995. The components of this increase were as follows: compensation and
employee benefits $486,000, or 66% of the increase, occupancy expense $152,000,
or 21% of
Page 10 of 15
<PAGE> 11
the increase, and other operating expense $101,000, or 13% of the increase.
The increases in all expense categories over 1995 levels are primarily due to
Franklin's geographic expansion efforts which included the Virginia bank
merger, three branch openings in the District of Columbia and one branch
opening in Tysons, Virginia during the last twelve months.
LOANS:
Loans outstanding at March 31, 1996 totaled $185,235,000, a 2% increase over
loans at year end 1995 of $181,650,000. Franklin's loan to deposit ratio, a
key measure of liquidity, remains conservative at 66%, as compared to 60% on
December 31, 1995, which management believes will provide Franklin with the
ability to continue to meet the borrowing needs of its customers. The growth in
the loan portfolio occurred primarily in the small to mid-size business market.
Loan quality has continued to improve, resulting in a reduction in provisions
for loan losses to $27,000 the three months ended March 31, 1996 as compared to
$80,000 for the same period one year ago. Through March 31, 1996, Franklin
recognized net loan recoveries of $277,000, as Franklin received payments from
loans charged-off in prior years.
Non-performing assets increased to $609,000 at March 31, 1996 from $429,000 at
March 31, 1995, however, they represent only 0.33% of total loans for both
periods. This represents a significant improvement from December 31, 1995 when
non-performing assets totaled $1.6 million or 0.88% of total loans. The
allowance for loan losses as a percentage of non-performing assets increased
from 216% on December 31, 1995 to 615% on March 31, 1996. At March 31, 1996,
the allowance for loan losses represented 2.02% of total loans as compared to
1.90% at December 31, 1995. Management believes that all major loan portfolio
deficiencies have been identified and adequate reserves have been established.
SECURITIES:
Securities increased $11.3 million, or 11%, from $106,945,000 at March 31, 1995
to $118,292,000 at March 31, 1996 with $5.4 million, or 48%, of the increase
attributable to the merger. Securities increased $9.2 million from December
31, 1995 as Franklin invested a significant portion of its fourth quarter
deposit growth in higher yielding assets. The securities growth occurred in
the available-for-sale portfolio to assure availability for liquidity purposes
to fund additional loan growth in 1996. Securities purchased included U.S.
Treasury and agency securities with average lives of less than five years.
Page 11 of 15
<PAGE> 12
DEPOSITS:
Deposits and customer repurchase agreements at March 31, 1996 totaled
$325,940,000, an increase of $92,646,000 or 40%, as compared to $233,294,000 at
March 31 1995. The merger accounted for $25.4 million in deposits or 27% of
the total increase. Deposits and customer repurchase agreements decreased by
$12.4 million from December 31, 1995 which management had anticipated due to
the significant increase of approximately $50 million in deposits in December
1995. Franklin's deposit mix at March 31, 1996 included $85,202,000 in demand
deposit balances, representing 30% of total deposits.
STOCKHOLDERS' EQUITY:
At March 31, 1996, there were 6,318,057 shares of Franklin's common stock
outstanding with a par value of $0.10 per share. Book value per share was
$4.31 at March 31, 1996 compared to $3.73 at March 31, 1995 and $4.20 at
December 31, 1995. To date, no dividends have been paid by Franklin.
Page 12 of 15
<PAGE> 13
- - -------------------------------------------------------------------------------
PART II - OTHER INFORMATION
- - -------------------------------------------------------------------------------
Item 1 - Pending Legal Proceedings
At the present time, there are no material legal proceedings to which Franklin
is a party or to which any of Franklin's property is subject. In addition, to
the best of Franklin's knowledge, no such proceedings are contemplated by
government authorities.
Item 2 - Changes in Securities
There were no changes in the rights of Franklin shareholders during the last
quarter.
Item 3 - Defaults Upon Senior Securities
There were no reportable occurrences during the last quarter.
Item 4 - Submission of Matters to a Vote of Security Holders
There were no reportable occurrences during the last quarter.
Item 5 - Other Information
No other reportable information.
Item 6 - Exhibits and Reports on Form 8-K
a. Exhibits:
See Exhibit 11, "Computation of Primary and Fully Diluted Earnings per
Share."
b. Reports on Form 8-K
There were no reportable occurrences during the quarter.
Page 13 of 15
<PAGE> 14
- - -------------------------------------------------------------------------------
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.
FRANKLIN BANCORPORATION, INC.
May 8, 1996 Robert P. Pincus
- - ----------------- -------------------------------------
Date Robert P. Pincus
President and Chief Executive Officer
May 8, 1996 Diane M. Begg
- - ---------------- -------------------------------------
Date Diane M. Begg
Senior Vice President and Chief
Financial Officer
Page 14 of 15
<PAGE> 1
FRANKLIN BANCORPORATION, INC.
Exhibit 11.
Computation of Primary and Fully Diluted Per Share Earnings
(Dollars in thousands-except per share data)
<TABLE>
<CAPTION>
For the Three Month Period
Ended March 31
1996 1995
---- ----
<S> <C> <C>
Net earnings. . . . . . . . . . . . . $964 $727
Primary earnings. . . . . . . . . . . (A) $964 $727
Fully diluted earnings. . . . . . . . (B) $964 $727
Weighted average shares outstanding . 6,317,892 5,614,877
Dilutive common stock equivalents for
primary earnings per share. . . . 287,130 - (1)
------------ ------------
Weighted average shares and common
equivalent shares outstanding
for primary earnings per share. . (C) 6,605,022 5,614,877
Equivalent shares
assuming full dilution 287,130 - (1)
------------ ------------
Weighted average shares and common
equivalent shares for fully
diluted earnings per share. . . . (D) 6,605,022 5,614,877
Earnings per share
Primary. . . . . . . . . . . . . (A)/(C) $0.15 $0.13
Fully Diluted. . . . . . . . . . (B)/(D) $0.15 $0.13
</TABLE>
(1) Dilutive securities have less than a 3% dilutive effect in this period.
Page 15 of 15
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FIRST QUARTER 1996 CONSOLIDATED FINANCIAL STATEMENTS OF
FRANKLIN BANCORPORATION INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 14,200
<INT-BEARING-DEPOSITS> 242
<FED-FUNDS-SOLD> 31,640
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 54,987
<INVESTMENTS-CARRYING> 63,305
<INVESTMENTS-MARKET> 61,654
<LOANS> 185,235
<ALLOWANCE> 3,747
<TOTAL-ASSETS> 356,167
<DEPOSITS> 282,592
<SHORT-TERM> 43,348
<LIABILITIES-OTHER> 3,012
<LONG-TERM> 0
0
0
<COMMON> 632
<OTHER-SE> 26,583
<TOTAL-LIABILITIES-AND-EQUITY> 356,167
<INTEREST-LOAN> 4,429
<INTEREST-INVEST> 1,634
<INTEREST-OTHER> 417
<INTEREST-TOTAL> 6,480
<INTEREST-DEPOSIT> 2,100
<INTEREST-EXPENSE> 2,447
<INTEREST-INCOME-NET> 4,033
<LOAN-LOSSES> 27
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,774
<INCOME-PRETAX> 1,586
<INCOME-PRE-EXTRAORDINARY> 622
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 964
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.15
<YIELD-ACTUAL> 7.95
<LOANS-NON> 609
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,443
<CHARGE-OFFS> 79
<RECOVERIES> 356
<ALLOWANCE-CLOSE> 3,747
<ALLOWANCE-DOMESTIC> 3,323
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 424
</TABLE>
