<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
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 33-62278
--------
GLEN BURNIE BANCORP
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-1782444
- ------------------------------------ ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
101 Crain Highway, S.E., Glen Burnie, MD 21061
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
410-766-3300
---------------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
--------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
The number of outstanding shares of the registrant's common
stock as of September 30, 1997 was 892,698.
<PAGE>
<PAGE>
GLEN BURNIE BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------ -----------
<S> <C> <C>
ASSETS
Cash and due from banks $ 9,421 $ 12,503
Federal funds sold 1,150 10,175
Investment securities available for sale,
at fair value 45,952 54,907
Investment securities held to maturity, at cost
(fair value September 30: $47,993; December 31:
$41,993) 48,327 41,667
Loans receivable, net of allowance for credit losses
September 30: $4,276; December 31: $5,061 109,961 124,672
Premises and equipment at cost, net of
accumulated depreciation 4,430 4,154
Other real estate owned 739 602
Goodwill 436 477
Other assets 5,826 5,168
-------- --------
Total assets $226,242 $254,325
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits $205,003 $232,746
Short-term borrowings 1,016 548
Other liabilities 1,366 2,444
-------- --------
Total liabilities $207,385 $235,738
-------- --------
STOCKHOLDERS' EQUITY:
Common stock, par value $10, authorized 5,000,000
shares; issued and outstanding: September 30:
901,624 shares; December 31: 883,858 shares 9,016 8,839
Surplus 6,457 6,193
Retained earnings 3,180 3,290
Net unrealized appreciation on securities available
for sale, net of income taxes 204 265
-------- --------
Total stockholders' equity 18,857 18,587
-------- --------
Total liabilities and stockholders' equity $226,242 $254,325
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
2<PAGE>
<PAGE>
GLEN BURNIE BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income on
Loans, including fees $ 2,639 $ 3,265 $ 8,253 $ 10,132
U.S. Treasury and U.S. Government
agency securities 1,398 1,052 3,987 2,535
State and municipal securities 164 395 858 1,155
Other 89 76 249 256
-------- -------- -------- --------
Total interest income 4,290 4,788 13,347 14,078
-------- -------- -------- --------
Interest expense on
Deposits 1,682 1,938 5,228 5,796
Short-term borrowings 15 9 60 41
-------- -------- -------- --------
Total interest expense 1,697 1,947 5,288 5,837
-------- -------- -------- --------
Net interest income 2,593 2,841 8,059 8,241
Provision for credit losses 0 375 270 2,825
-------- -------- -------- --------
Net interest income after
provision for credit losses 2,593 2,466 7,789 5,416
-------- -------- -------- --------
Other income
Service charges on deposit accounts 328 290 862 884
Other fees and commissions 50 15 153 158
Other non-interest income 0 80 78 101
Gains on investment securities 223 6 227 95
-------- -------- -------- --------
Total other income 601 391 1,320 1,238
-------- -------- -------- --------
Other expenses
Salaries and employee benefits 1,308 1,264 3,843 3,592
Occupancy 321 324 956 1,003
Other expenses 1,425 685 4,060 1,961
-------- -------- -------- --------
Total other expenses 3,054 2,273 8,859 6,556
-------- -------- -------- --------
Income before income taxes 140 584 250 98
Income tax expense (benefit) (53) 135 (329) (317)
-------- -------- -------- --------
Net income $ 193 $ 449 $ 579 $ 415
======== ======== ======== ========
Net income per share of common stock $ 0.21 $ 0.50 $ 0.64 $ 0.46
======== ======== ======== ========
Weighted-average shares of common
stock outstanding 901,624 901,440 901,624 898,021
======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
3<PAGE>
<PAGE>
GLEN BURNIE BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 579 $ 415
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation, amortization, and accretion 261 (501)
Provision for credit losses 270 2,825
Changes in assets and liabilities:
(Increase) decrease in other assets (580) 2,809
Decrease in other liabilities (1,088) (1,849)
-------- --------
Net cash provided (used) by operating activities $ (558) $ 3,699
-------- --------
Cash flows from investing activities:
Proceeds from disposals of investment
securities 31,848 13,135
Purchases of investment securities (29,450) (31,595)
Decrease in loans, net 14,441 10,981
Purchases of premises and equipment (691) (237)
Purchases of other real estate (596) (156)
Disposal of other real estate 407 --
Proceeds from sales of premises and equipment 5 --
-------- --------
Net cash provided (used) by investing activities 15,964 (7,872)
-------- --------
Cash flows from financing activities:
Increase (decrease) in deposits, net (27,743) 5,456
Increase (decrease) in short-term borrowings 468 313
Dividends paid (238) (745)
Issuance of common stock -- 381
-------- --------
Net cash provided (used) by financing activities (27,513) 5,405
-------- --------
Increase (decrease) in cash and cash equivalents (12,107) 1,232
Cash and cash equivalents, beginning of year 22,678 9,468
-------- --------
Cash and cash equivalents, end of period $ 10,571 $ 10,700
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
4<PAGE>
<PAGE>
GLEN BURNIE BANCORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE-1 - BASIS OF PRESENTATION
---------------------
The accompanying unaudited consolidated financial
statements were prepared in accordance with instructions
for Form 10-Q and, therefore, do not include all information and
notes necessary for a complete presentation of financial
position, results of operations, changes in stockholders'
equity, and cash flows in conformity with generally accepted
accounting principles. However, all adjustments (consisting
only of normal recurring accruals) which, in the opinion
of management, are necessary for a fair presentation of the
unaudited consolidated financial statements have been
included in the results of operations for the three and nine
months ended September 30, 1997 and 1996.
Information for net income per share and weighted average
shares outstanding for prior periods have been restated to
reflect 1% stock dividends declared in June and September 1997.
Operating results for the three and nine-month periods
ended September 30, 1997 are not necessarily indicative
of the results that may be expected for the year ending December
31, 1997.
5<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Glen Burnie Bancorp, a Maryland corporation (the
"Company"), and its subsidiaries, The Bank of Glen Burnie
(the "Bank") and GBB Properties, Inc., both Maryland
corporations, had consolidated net income of $193,000 ($0.21
per share) for the third quarter of 1997 compared to third
quarter 1996 consolidated net income of $449,000 ($0.50 per
share). Year to date consolidated net income for the nine
months ending September 30, 1997 was $579,000 ($0.64 per
share) compared to net income of $415,000 ($0.46 per share) for
the same period in 1996. The decrease in third quarter
net income was primarily attributable to a $284,000 accrual for
a judgment rendered against the Bank in the third quarter
of 1997.
NET INTEREST INCOME. The Company's consolidated net
interest income prior to provisions for credit losses
was $2,593,000 for the third quarter of 1997 compared to
$2,841,000 for the same period in 1996, a decrease of
$248,000, or 8.7%. Consolidated net interest income for the
nine months ended September 30, 1997 was $8,059,000
compared to $8,241,000 for the nine months ended September 30,
1996. The decreases in net interest income for the
three and nine month periods were primarily attributable to
lower interest income in each period. Interest income fell
$498,000 (10.4%) for the three months ended September 30, 1997
and fell $731,000 (5.2%) for the nine-month period.
The decline in interest income was attributable to the continued
runoff of the loan portfolio. Interest expense declined
$250,000 (12.8%) for the three-month period and declined
$549,000, or 9.4%, for the nine months ended September
30, 1997. The Company's earnings performance continues to be
impacted by a decline in earning assets and a shift in
the asset mix from loans to lower yielding investment
securities. Net interest margins for the three and nine months
ended September 30, 1997 were 4.94% and 5.13%, respectively,
compared to 5.13% and 5.11%, respectively, for the
three and nine months ended September 30, 1996. The increases
in net interest margin for the three and nine months
ended September 30, 1997 were primarily due to the loss of
accrued interest on loans charged off during the
corresponding periods in 1996.
PROVISION FOR CREDIT LOSSES. During the three months ended
September 30, 1997, the Company made no
provision for credit losses and provided $270,000 for credit
losses during the nine months ended September 30, 1997
compared to $375,000 and $2,825,000 in provisions during the
three and nine months ended September 30, 1996. The decreases
in provisions reflect lower charge-off activity and a reduction
in classified loans during the 1997 period. During the three
and nine months ended September 30, 1997, the Company recorded
net charge-offs of $85,000 and $1,055,000, respectively,
compared to $71,000 and $3,274,000 in net charge-offs during
the three and nine months ended September 30, 1996,
respectively.
OTHER INCOME. Other income increased $210,000 (53.7%) and
$82,000 (6.6%), respectively, during the three and nine months
ended September 30, 1997 compared to the prior year periods.
The increase in other income reflects higher gains on the sale
of investment securities during the third quarter of 1997. In
order to improve its interest rate sensitivity, the Bank sold
$16.0 million in long-term, fixed-rate state, county and
municipal securities which had been classified as available-
for-sale and invested the proceeds in adjustable-rate mortgage-
backed securities issued by the Government National Mortgage
Association ("GNMA").
OTHER EXPENSE. Other expense increased by $781,000, or
34.5%, for the quarter and by $2,303,000, or 35.1%, for the
nine-month period primarily due to a $284,000 accrual for a
judgment rendered against the Bank in the third quarter of 1997
and a $700,000 expense incurred in connection with the
settlement of certain litigation during the second quarter of
1997. In addition, the Company experienced increases in other
expenses due to professional fees incurred in connection with
other litigation in which the Company is involved.
INCOME TAXES. During the three and nine months ended
September 30, 1997, the Company recorded income tax benefits of
$53,000 and $329,000, respectively, compared to a tax expense of
$135,000, during the three months ended September 30, 1996 and a
tax benefit of $317,000 during the nine months ended September
30, 1996. Due primarily to its holdings of tax-exempt state,
county and municipal securities, the Company recorded tax losses
during the three and nine months ended September 30, 1997 and
the nine months ended September 30, 1996. These net operating
losses were applied to prior years' earnings resulting in tax
benefits in each of the periods. The Company has recently
reduced its holdings of tax-exempt state, county and municipal
securities and reinvested the proceeds in U.S.
6<PAGE>
<PAGE>
Government agency securities, the income on which is not exempt
from federal taxation. Accordingly, the Company anticipates an
increase in taxable income which may reduce the availability of
future tax benefits.
FINANCIAL CONDITION
The Company's assets declined to $226,242,000 at September
30, 1997 from $254,325,000 at December 31, 1996 primarily due to
a reduction in the loan portfolio. The Bank's net loans totaled
$109,961,000 at September 30, 1997, compared to $124,672,000 on
December 31, 1996, a decrease of $14,711,000 (11.8%). The
decline was largely due to a decrease in commercial and
industrial loans during the period. Commercial mortgage loans
increased during the period while residential mortgages
decreased slightly and lease financing and installment loans
also decreased. The Bank has decided to decrease its equipment
and automobile lease based lending because of the difficulties
in monitoring the financial condition of the clients of lease
company borrowers.
The Company's total investment securities portfolio
(including both investment securities available for sale
and investment securities held to maturity) totaled $94,279,000
at September 30, 1997, a $2,295,000 or 3.4%, decrease
from $96,574,000 at December 31, 1996. The aggregate market
value of investment securities held by the Bank as of
September 30, 1997 was $94,694,000 compared to $96,900,000 as of
December 31, 1996, a $2,206,000 (2.3%) decrease. The
fluctuations in the investment securities were a result of the
decline in deposits.
Deposits as of September 30, 1997 totaled $205,003,000, a
decrease of $27,743,000 (11.9%) for the year to date. Demand
deposits as of September 30, 1997 totaled $42,671,000, a
$6,742,000 (13.6%) decrease from $49,413,000 at December 31,
1996. NOW accounts as of September 30, 1997 totaled
$20,594,000, a decrease of $2,198,000 (9.6%) for the year to
date. Money market accounts declined by $6,007,000 (22.9%) for
the year to date to total $20,204,000 on September 30, 1997.
Savings deposits increased by $4,434,000, or 9.2%, year to date.
Meanwhile, certificates of deposit over $100,000 totaled
$10,487,000 on September 30, 1997, an increase of $1,867,000
(21.7%) from year end. Other time deposits (made up of
certificates of deposit less than $100,000 and individual
retirement accounts) totaled $67,288,000 on September 30, 1997,
a $10,229,000 (13.2%) decrease from December 31, 1996.
ASSET QUALITY. The following table sets forth the amount
of the Bank's non-accrual loans and accruing loans 90 days or
more past due at the dates indicated. At each of the dates
indicated, the Bank did not have any troubled debt
restructurings within the meaning of Statement of Financial
Accounting Standards No. 15.<PAGE>
<TABLE>
<CAPTION>
At At
September 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
(Dollars in thousands)
Non-Accrual Loans:
Real estate . . . . . . . . . . . . . $3,277 $4,000
Installment . . . . . . . . . . . . . 113 168
Credit card & related . . . . . . . . 0 0
Commercial. . . . . . . . . . . . . . 886 378
------ ------
Total Non-Accrual Loans. . . . . . 4,276 4,546
------ ------
Accruing Loans Past Due 90 Days or More:
Real Estate . . . . . . . . . . . . . 0 87
Installment . . . . . . . . . . . . . 0 0
Credit card & related . . . . . . . . 0 0
Commercial. . . . . . . . . . . . . . 0 0
------ ------
Total Accruing Loans Past Due
90 Days or More. . . . . . . . . 0 87
------ ------
Total Non-Performing Loans . . . . $4,276 $4,633
====== ======
Non-Performing Loans to Total
Loans . . . . . . . . . . . . . 3.89% 3.72%
====== ======
Allowance for Credit Losses to
Non-Performing Loans. . . . . . 100% 109.24%
====== ======
</TABLE>
7<PAGE>
<PAGE>
At September 30, 1997 and December 31, 1996, there were
$936,000 and $1,408,000, respectively, in loans outstanding not
reflected in the above table as to which known information about
possible credit problems of borrowers caused management to have
serious doubts as to the ability of such borrowers to comply
with present loan repayment terms. Such loans consist of loans
which were not 90 days or more past due but where the borrower
is in bankruptcy or has a history of delinquency or the loan to
value ratio is considered excessive due to deterioration of the
collateral or other factors.
ALLOWANCE FOR CREDIT LOSSES. The allowance for credit
losses is established through a provision for credit
losses charged to expense. Loans are charged against the
allowance for credit losses when management believes that
the collectibility of the principal is unlikely. The allowance,
based on evaluations of the collectibility of loans and prior
loan loss experience, is an amount that management believes will
be adequate to absorb possible losses on existing loans
that may become uncollectible. The evaluations take into
consideration such factors as changes in the nature and volume
of the loan portfolio, overall portfolio quality, review of
specific problem loans, and current economic conditions and
trends that may affect the borrowers' ability to pay.
Transactions in the allowance for credit losses for the
nine months ended September 30, 1997 and 1996.
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------
1997 1996
-------- --------
(Dollars in thousands)
<S> <C> <C>
Beginning balance. . . . . . . . . . . . . . $ 5,061 $ 3,698
-------- --------
Charge-offs. . . . . . . . . . . . . . . . . 1,441 3,503
Recoveries . . . . . . . . . . . . . . . . . 386 166
-------- --------
Net charge-offs. . . . . . . . . . . . . . . 1,055 3,337
Provisions charged to operations . . . . . . 270 2,825
-------- --------
Ending balance . . . . . . . . . . . . . . . $ 4,276 $ 3,186
======== ========
Average loans. . . . . . . . . . . . . . . . $121,358 $150,800
Net charge-offs to average loans . . . . . . 0.87% 2.21%
</TABLE>
Net charge-offs during the nine months ended September 30,
1997 declined to $1,055,000 from $3,337,000 during the
comparable period in 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company currently has no business other than that of the
Bank and does not currently have any material funding
commitments. The Company's principal sources of liquidity are
cash on hand and dividends received from the Bank. The Bank is
subject to various regulatory restrictions on the payment of
dividends.
The Bank's principal sources of funds for investments and
operations are net income, deposits from its primary market
area, principal and interest payments on loans, interest
received on investment securities and proceeds from maturing
investment securities. Its principal funding commitments are
for the origination or purchase of loans and the payment of
maturing deposits. Deposits are considered a primary source of
funds supporting the Bank's lending and investment activities.
The Bank's most liquid assets are cash and cash equivalents,
which are cash on hand, amounts due from financial institutions,
federal funds sold, certificates of deposit with other financial
institutions that have an original maturity of three months or
less and money market mutual funds. The levels of such assets
are dependent on the Bank's operating financing and investment
activities at any given time. The variations in levels of cash
and cash equivalents are influenced by deposit flows and
anticipated future deposit flows. The Bank's cash and cash
equivalents (cash due
8<PAGE>
<PAGE>
from banks, interest-bearing deposits in other financial
institutions, and federal funds sold), as of September 30, 1997,
totaled $10,571,000, a decrease of $12,107,000 (53.4%) from the
December 31, 1996 total of $22,678,000.
The Bank may draw on a $26,000,000 line of credit from the
Federal Home Loan Bank of Atlanta. Borrowings under the line
are secured by a lien on the Bank's residential mortgage loans.
As of September 30, 1997, however, no amounts were outstanding
under this line. The Bank also has a secured $5.0 million of
credit from another commercial bank on which no amounts were
outstanding on September 30, 1997.
The Company experienced a $270,000, or 1.5%, increase in
total stockholders' equity during the nine months ended
September 30, 1997 as the increase in retained earnings
resulting from net income during the period offset a decline in
net unrealized appreciation on securities available for sale
resulting from the disposition of certain available-for-sale
securities. Surplus increased $132,000 (2.1%) during 1997 to
reach $6,325,000 at September 30, 1997. The increase in the
surplus account was primarily a result of the payment of a one
percent stock dividend in lieu of cash dividend during the
period. The Company declared an additional one percent stock
dividend at the end of the third quarter payable on October 1,
1997.
The Federal Reserve Board and the FDIC have established
guidelines with respect to the maintenance of appropriate levels
of capital by bank holding companies and state non-member banks,
respectively. The regulations impose two sets of capital
adequacy requirements: minimum leverage rules, which require
bank holding companies and banks to maintain a specified minimum
ratio of capital to total assets, and risk-based capital rules,
which require the maintenance of specified minimum ratios of
capital to "risk-weighted" assets. At September 30, 1997, the
Bank was in full compliance with these guidelines with a Tier 1
leverage ratio of 7.42%, a Tier 1 risk-based capital ratio of
14.47% and a total risk-based capital ratio of 15.75%.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK
Not applicable.
9<PAGE>
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
During the quarter ended September 30, 1997, a judgment in
the amount of $284,000 was rendered against the Bank in Elkridge
National Bank v. The Bank of Glen Burnie (Case No.
03-C-96-002064 filed March 4, 1996), which the Bank has
appealed. Elkridge National Bank is one of three suits filed
against the Bank in the Circuit Court for Baltimore County by
creditors of a company controlled by Mr. Brian Davis alleging in
each case that the Bank improperly negotiated checks for loan
proceeds over forged endorsements. The Bank denies liability in
each of these suits and does not believe that the outcome of
these suits will have a material adverse effect on the Bank.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits - The following exhibits are filed with this
-------- report.
27 Financial Data Schedule (EDGAR Only)
(b) Reports on Form 8-K. No reports on Form 8-K were filed
------------------- during the quarter for which this
report is filed.
10<PAGE>
<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.
GLEN BURNIE BANCORP
-------------------
(Registrant):
Date: December 23, 1997 By:/s/ John E. Porter
----------------------------
John E. Porter
Chief Financial Officer
(Duly authorized officer and
principal financial officer)
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
The schedule contains summary financial information extracted
from the Condensed Consolidated Financial Statements of Glen
Burnie Bancorp and its subsidiaries for the nine months ending
September 30, 1997 and is qualified in its entirety by reference
to such financial statements.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 9,421
<INT-BEARING-DEPOSITS> 46
<FED-FUNDS-SOLD> 1,150
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 45,952
<INVESTMENTS-CARRYING> 48,327
<INVESTMENTS-MARKET> 47,993
<LOANS> 114,237
<ALLOWANCE> 4,276
<TOTAL-ASSETS> 226,242
<DEPOSITS> 205,003
<SHORT-TERM> 1,016
<LIABILITIES-OTHER> 1,366
<LONG-TERM> 0
<COMMON> 9,016
0
0
<OTHER-SE> 9,841
<TOTAL-LIABILITIES-AND-EQUITY> 226,242
<INTEREST-LOAN> 8,253
<INTEREST-INVEST> 4,845
<INTEREST-OTHER> 249
<INTEREST-TOTAL> 13,347
<INTEREST-DEPOSIT> 5,228
<INTEREST-EXPENSE> 5,288
<INTEREST-INCOME-NET> 8,059
<LOAN-LOSSES> 270
<SECURITIES-GAINS> 227
<EXPENSE-OTHER> 8,859
<INCOME-PRETAX> 250
<INCOME-PRE-EXTRAORDINARY> 579
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 579
<EPS-PRIMARY> .64
<EPS-DILUTED> .64
<YIELD-ACTUAL> 5.13
<LOANS-NON> 4,276
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 936
<ALLOWANCE-OPEN> 5,061
<CHARGE-OFFS> 1,441
<RECOVERIES> 386
<ALLOWANCE-CLOSE> 4,276
<ALLOWANCE-DOMESTIC> 3,323
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 936
</TABLE>
