UNITED STATES
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. 33-76064
June 30, 1999
GUARANTY FINANCIAL CORPORATION
Virginia 54-1786496
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1658 State Farm Blvd., Charlottesville, VA 22911
(Address of Principal Executive Office)
(804) 970-1100
(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 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 day days).
As of August 3, 1999, 1,501,727 shares of the Registrant's Common
Stock, par value $1.25 per share, were outstanding.
<PAGE>
GUARANTY FINANCIAL CORPORATION
QUARTERLY REPORT ON FORM 10-QSB
INDEX
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<S> <C>
Part I. Financial Information Page No.
Item 1 Financial Statements
Consolidated Balance Sheets
as of June 30, 1999 (unaudited) and December 31, 1998 3
Consolidated Statements of Operations for the
Three and Six Months Ended June 30, 1999 and 1998 (unaudited) 4
Consolidated Statements of Comprehensive Income
For the Six Months Ended June 30, 1999 and 1998 (unaudited) 5
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 1999 and 1998 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 8
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information
Item 1 Legal Proceedings 13
Item 2 Changes 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
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2
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Part I. Financial Information
Item 1 Financial Statements
GUARANTY FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
----------------------- -----------------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 13,943 $ 10,527
Investment securities
Held-to-maturity 1,669 2,344
Available for sale 29,910 26,638
Trading 2,949 1,000
Investment in FHLB stock, at cost 1,500 1,300
Investment in FRB stock, at cost 271 271
Loans receivable, net 185,835 162,369
Accrued interest receivable 1,733 1,651
Real estate owned 1,021 488
Office properties and equipment, net 8,376 7,050
Mortgage servicing rights 2,902 1,978
Other assets 1,805 1,404
----------------------- -----------------------
Total assets $ 251,914 $ 217,020
======================= =======================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
NOW/MMDA accounts $ 57,991 $ 45,752
Savings accounts 11,002 9,863
Certificates of deposit 124,990 117,190
----------------------- -----------------------
193,983 172,805
Bonds payable 1,209 1,786
Advances from Federal Home Loan Bank 30,000 21,000
Securities sold under agreement to repurchase 2,937 1,009
Other borrowings 4,188 -
Accrued interest payable 125 125
Income taxes payable 34 243
Payments by borrowers for taxes and insurance 638 128
Other liabilities 707 470
----------------------- -----------------------
Total liabilities 233,821 197,566
----------------------- -----------------------
Convertible preferred securities 6,900 6,900
STOCKHOLDERS' EQUITY
Preferred stock, par value $1 per share, 500,000
shares authorized, none issued - -
Common stock, par value $1.25 per share,
4,000,000 shares authorized, 1,501,383
issued and outstanding 1,877 1,877
Additional paid-in capital 5,725 5,725
Net unrealized gain (loss) on securities
available for sale (1,617) 89
Retained earnings 5,208 4,863
----------------------- -----------------------
Total stockholders' equity 11,193 12,554
----------------------- -----------------------
Total liabilities and stockholders' equity $ 251,914 $ 217,020
======================= =======================
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3
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GUARANTY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ ------------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Interest income
Loans $ 3,928 $ 2,511 $ 7,256 $ 4,666
Investment securities 751 445 1,329 798
------------- ------------- ------------- -------------
Total interest income 4,679 2,956 8,585 5,464
------------- ------------- ------------- -------------
Interest expense
Deposits 2,064 1,466 4,079 2,896
Borrowings 585 287 1,096 361
------------- ------------- ------------- -------------
Total interest expense 2,649 1,753 5,175 3,257
------------- ------------- ------------- -------------
Net interest income 2,030 1,203 3,410 2,207
Provision for loan losses 105 44 165 87
------------- ------------- ------------- -------------
Net interest income after provision
for loan losses 1,925 1,159 3,245 2,120
Other income
Loan fees and servicing income 199 97 287 194
Gain (loss) on sale of loans and securities (263) 129 231 524
Service fees on checking 127 98 252 163
Other 95 51 182 99
------------- ------------- ------------- -------------
Total other income 158 375 952 980
------------- ------------- ------------- -------------
Other expenses
Personnel 895 591 1,831 1,071
Occupancy 234 236 449 485
Data processing 143 114 308 227
Deposit insurance premiums 6 11 9 11
Other 423 293 805 616
------------- ------------- ------------- -------------
Total other expenses 1,701 1,245 3,402 2,410
------------- ------------- ------------- -------------
Income before income taxes 382 289 795 690
------------- ------------- ------------- -------------
Provision for income taxes 130 105 270 261
------------- ------------- ------------- -------------
Net income $ 252 $ 184 $ 525 $ 429
============= ============= ============= =============
Basic and diluted earnings per
common share $ 0.17 $ 0.12 $ 0.35 $ 0.30
============= ============= ============= =============
</TABLE>
4
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GUARANTY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- -------------------------
1999 1998 1999 1998
------------ ------------ ------------ -----------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net Income $ 252 $ 184 $ 525 $ 429
------------ ------------ ------------ -----------
Other comprehensive income, net of tax effect:
Unrealized gains (loss) on securities available for sale $ (1,420) $ 133 $ (2,473) $ (67)
Less: reclassification adjustment for gains included
in net income - - 113 62
------------ ------------ ------------ -----------
Other comprehensive income (loss), before tax (1,420) 133 (2,586) (129)
Income tax (expense) benefit related to items of other
comprehensive income 482 45 880 49
------------ ------------ ------------ -----------
Other comprehensive income net of tax (938) 88 (1,706) (80)
------------ ------------ ------------ -----------
Comprehensive Income (loss) $ (686) $ 272 $ (1,181) $ 349
============ ============ ============ ===========
</TABLE>
5
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GUARANTY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 1999 and 1998
(In Thousands)
<TABLE>
<CAPTION>
1999 1998
-------------------------
(unaudited)
<S> <C> <C>
Operating Activities
Net Income $ 525 $ 429
Adjustments to reconcile net income to net cash provided
(absorbed) by operating activities:
Provision for loan losses 165 87
Depreciation and amortization 328 223
Amortization of deferred loan fees 134 88
Net amortization of premiums and accretion of discounts 165 35
Loss (gain) on sale of loans (350) (514)
Originations of loans held for sale (25,687) (25,986)
Proceeds from sale of loans 26,038 26,662
Loss (gain) on sale of securities available for sale (152) (113)
(Gain) loss on trading securities 273 126
Purchase of trading securities (58,471) (42,381)
Sales of trading securities 56,312 41,296
Other, net - (226)
Changes in:
Accrued interest receivable (82) (550)
Other assets (847) (505)
Accrued interest payable 1 75
Prepayments by borrowers for taxes and insurance 510 (26)
Other liabilities 32 815
----------- -----------
Net cash provided (absorbed) by operating activities (1,106) (465)
----------- -----------
Investing activities
Net (increase) decrease in loans (24,297) (22,637)
Mortgage-backed securities principal repayments 672 500
Proceeds from sale of securities available for sale 4,289 25,552
Purchase of securities available for sale (9,236) (30,364)
Redemption (purchase) of FHLB stock (200) -
Purchase of servicing rights (515) -
Purchases of office properties and equipment (1,623) (661)
----------- -----------
Net cash provided (absorbed) by investing activities (30,910) (27,610)
----------- -----------
6
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GUARANTY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Financing activities
Net increase (decrease) in deposits 21,177 15,121
Proceeds from FHLB advances 9,000 10,000
Repayment of FHLB advances - -
Increase (decrease) in securities sold under agreement to repurchase 1,928 (999)
Proceeds from other borrowings 4,188 -
Proceeds from the issuance of common stock, net - -
Proceeds from the issuance convertible preferred securities, net - 6,400
Dividends paid on common stock (180) (45)
Principal payments on bonds payable, including unapplied payments (681) (134)
----------- -----------
Net cash provided (absorbed) by financing activities 35,432 30,343
----------- -----------
Increase (decrease) in cash and cash equivalents 3,416 2,268
Cash and cash equivalents, beginning of period 10,527 5,917
----------- -----------
Cash and cash equivalents, end of period $ 3,943 $ 8,185
=========== ===========
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7
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GUARANTY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months ended June 30, 1999 and 1998
Note 1 Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
Guaranty Financial Corporation (the "Corporation") and its wholly-owned
subsidiaries, Guaranty Capital Trust I and Guaranty Bank (the "Bank"), and the
Bank's wholly-owned subsidiaries, GMSC, Inc., which was organized as a financing
subsidiary, and Guaranty Investments Corp., which was organized to sell
insurance annuities and other non-deposit investment products. All material
intercompany accounts and transactions have been eliminated in consolidation.
Note 2 Basis of Presentation
In the opinion of management, the accompanying unaudited interim consolidated
financial statements contain all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial position as of
June 30, 1999 and the results of operations and cash flows for the interim
periods ending June 30, 1999 and 1998. All 1999 interim amounts are subject to
year-end audit, and the results of operations for the interim periods is not
necessarily indicative of the results of operations to be expected for the year.
8
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Expansion of Existing Branch Network
The opening of a full service branch in Henrico County, Virginia in the
Wellesley development is expected to occur by mid September 1999. This office is
our first entry into the west Richmond market and will be large enough to
accommodate a regional loan group along with the retail operation.
A site has been obtained in the Forest Lakes development in northern Albemarle
County for a full service branch office. Regulatory approval has been granted,
and an early 2000 opening is anticipated.
Changes in Financial Condition
Deposit growth, and proceeds from Federal Home Loan Bank (the "FHLB") advances
and other borrowings enabled Guaranty to increase assets. Total assets increased
by $34.9 million, or 16.1%, from $217.0 million at December 31, 1998 to $251.9
million at June 30, 1999. These proceeds were primarily invested in loans,
investment-grade corporate bonds and short-term interest earning deposit
accounts.
Cash and cash equivalents increased $3.4 million, or 32.4%, to $13.9 million at
June 30, 1999 from $10.5 million at December 31, 1998. This increase in cash was
primarily due to the combination of increased deposits, proceeds from FHLB
advances and other borrowings, and proceeds from loan sales
Investment securities at June 30, 1999 increased $4.5 million, or 15.0%, to
$34.5 million from $30.0 million at December 31, 1998. This increase was
primarily a result of the purchase of $3.3 million in investment-grade corporate
bonds and increase of $1.9 million in treasury notes classified as trading
securities which were offset by principal payments received on mortgage-backed
securities of approximately $700 thousand. At the dates indicated, the
investment portfolio was comprised of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
----------------------- ----------------------
<S> <C> <C>
Mortgage-backed securities
classified as held-to-maturity $ 1,669 $ 2,344
Corporate bonds classified
as available-for-sale 30,181 26,909
US Treasury Notes classified
as trading 2,949 1,000
----------------------- ----------------------
$ 34,799 $ 30,253
======================= ======================
</TABLE>
Net loans were $185.8 million at June 30, 1999, an increase of $23.5 million, or
14.5%, from net loans of $162.4 million at December 31, 1998. During the second
quarter of 1999, the bank continued to underwrite substantially all fixed rate
residential mortgage loans for immediate sale in the secondary market. The
primary focus of portfolio lending continues to be prime-based construction
loans (including builder lines of credit), commercial real estate and business
loans and consumer loans which are typically priced 175 to 250 basis points
above fixed-rate residential loans. The increase in the loan portfolio was
primarily related to new commercial and consumer loan business and a slight
increase in residential mortgage loans.
9
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Real estate owned of $488 thousand at December 31, 1998 was sold during the
second quarter of 1999. No unreserved losses were recognized on this sale. At
June 30, 1999, real estate owned was comprised of three secured lines of credit
to one individual who has filed for bankruptcy. No material losses are
anticipated on the ultimate sale of the properties.
Deposits were $194.0 million at June 30, 1999, an increase of $21.2 million, or
10.9%, from total deposits of $172.8 million at December 31, 1998. The majority
of this growth was due to an increase in certificates of deposit of $7.8 million
or 6.7%, an increase in money market accounts of $7.2 million or 32.1% and an
increase in NOW accounts of $5.1 million or 21.7%. Management plans to continue
its marketing efforts aimed at corporate customers as well as individual
checking, savings and money market accounts to attract lower cost funds and
reduce reliance on certificates of deposit as a primary funding source. However,
no assurances can be given that these strategies will be successful or, if
successful, will reduce the bank's reliance on certificates of deposit as a
primary funding source.
Office properties and equipment increased $326 thousand since December 31, 1998.
This increase was primarily due to capital expenditures relating to upgrades in
computer technology to achieve Y2K compliance, establish a wide area network to
connect all branches and hardware related to new products and services being
offered. There were also expenditures relating to the purchase and improvements
of the branch sites at Wellesley in Henrico County, Virginia and Forest Lakes in
Albemarle County, Virginia.
At June 30, 1999, $30.0 million in advances were borrowed from the FHLB
short-term basis and $4.2 million in federal funds purchased. These advances are
comprised entirely of daily rate credits which reprice based on the previous
days Federal Funds rate.
Results of Operations
Net Income
Guaranty reported net income of $525 thousand and $429 thousand for the six
months ended June 30, 1999 and 1998, respectively and $252 thousand and $184
thousand for the three months ended June 30, 1999 and 1998, respectively. The
increase in both periods is due primarily to increased net interest income
coupled with increased loan fees and servicing income which were partially
offset by additional costs relating to the overall growth of Guaranty.
Net Interest Income
Net interest income was $2.0 million for the quarter ended June 30, 1999, up
68.7% from the $1.2 million earned during the same period in 1998. For the first
six months of 1999, net interest income was $3.2 million, a 53.1% increase over
the first six months of 1998. For the six months ended June 30, 1999, the
average balance and average yield on loans was $175.0 million and 8.29%,
respectively, compared to $106.8 million and 8.56% for the same period in 1998.
Loan growth is primarily related to prime based residential construction loans,
including builder lines of credit, and commercial loans located in the bank's
primary market of central Virginia.
The average balance of interest bearing deposits increased to $211.1 million for
the first six months of 1999 from $123.1 million for the same period in 1998.
However, the corresponding average rate paid on these deposits decreased 24
basis points to 4.90% from 5.14% during the same periods.
Provision for Loan Losses
Management analyzes the potential risk of loss on Guaranty's loan portfolio,
given the loan balances and the value of the underlying collateral. The
allowance for loan losses is reviewed monthly and is
10
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based on the loan classification system, which classifies problem loans as
substandard, doubtful, or loss. Additional provisions are added when deemed
necessary by management. Based on this evaluation, Guaranty recorded a provision
of $105 thousand for the three months ended June 30, 1999, and a provision of
$44 thousand for the same period in 1998. For the six-month periods ended June
30, 1999 and 1998, Guaranty recorded a provision of $165 thousand and $87
thousand, respectively. As of June 30, 1999 the total allowance for loan losses
was $1.1 million.
Non-Interest Income
Non-interest income was $158 thousand for the second quarter 1999 compared to
$375 thousand for the same period in 1998. For the six months ending June 30,
1999, non-interest income was $952 thousand, down $28 thousand from the $1.0
million reported during the same period in 1998. This decrease was primarily a
result of a $293 thousand decrease in gains on the sale of loans and securities.
In addition, 1999 amounts were positively impacted by increased late charge fees
and application fees.
Non-Interest Expense
Operating expenses during the second quarter of 1999 were $1.7 million, a $456
thousand increase over those incurred during the same quarter of 1998. For the
six months ending June 30, 1999, operating expenses were $3.4 million compared
to $2.4 million during the same period in 1998. These increases are primarily
attributable to the increased size of the bank and expansion of the residential
and commercial lending divisions.
Income Tax Expense
Guaranty recognized income tax expense of $130 thousand for the three months
ended June 30, 1999, compared to $105 thousand for the same period in 1998.
Guaranty recognized income tax expense of $270 thousand for the six months ended
June 30, 1999, compared to $261 thousand for the same period in 1998. Changes in
tax expense between periods are primarily a result of changes in the level of
taxable income.
Liquidity and Capital Resources
Liquidity is the ability to meet present and future financial obligations either
through the sale of existing assets or through the acquisition of additional
funds through asset and liability management. Guaranty's primary sources of
funds are deposits, borrowings and amortization, prepayments and maturities of
outstanding loans and securities. While scheduled payments from the amortization
of loans and securities are relatively predictable sources of funds, deposit
flows and loan prepayments are greatly influenced by general interest rates,
economic conditions and competition. Excess funds are invested in overnight
deposits to fund cash requirements experienced in the normal course of business.
Guaranty has been able to generate sufficient cash through its deposits as well
as through its borrowings.
Guaranty uses its sources of funds primarily to meet its on-going operating
expenses, to pay deposit withdrawals and to fund loan commitments. At June 30,
1999, total approved loan commitments outstanding were approximately $2.1
million. At the same date, commitments under unused lines of credit were
approximately $38.5 million. Certificates of deposit scheduled to mature in one
year or less at June 30, 1999 were $104.1 million. Management believes that a
significant portion of maturing deposits will remain with Guaranty.
11
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At June 30, 1999, regulatory capital was in excess of amounts required by
Federal Reserve Regulations to be considered well capitalized as shown in the
following table:
Tier 1 risk based 8.06%
Total risk based 9.83%
Tier 1 to average adjusted total assets 6.91%
Year 2000 Project
The Year 2000 ("Y2K") issue relates to whether computer systems will properly
recognize and process date sensitive information on and after January 1, 2000.
Systems that do not properly recognize such information could generate erroneous
data or fail. Guaranty is heavily dependent on computer systems in the conduct
of substantially all of its business activities.
Guaranty has a Y2K Committee, a Y2K Implementation Plan and a Y2K Contingency
Plan. The Y2K Plans, as recommended by the Federal Financial Institutions
Examination Council ("FFIEC"), are based on five phases: Awareness, Assessment,
Renovation, Validation and Implementation.
In accordance with current FFIEC regulations, Guaranty successfully completed
testing of all software and hardware used in the course of its business. The
tests were completed before the FFIEC's June 30, 1999 deadline, and the test
results were reported to Guaranty's Board of Directors on July 20, 1999.
Guaranty has also completed a comprehensive contingency plan, and this plan and
all test results were reviewed by the Virginia State Corporation Commission's
Y2K examiner. The review yielded the highest rating for Y2K readiness
(satisfactory).
Additionally, notifications of the test results were sent out to customers in
June 1999, and Guaranty has trained all customer contact employees on responding
to customer concerns over Y2K issues. Guaranty and the Y2K Committee remain
committed to the continued research and review of any potential problems that
may arise between now and the year 2000.
Successful and timely completion of the Y2K project is based on management's
best estimates derived from various assumptions of future events, which are
inherently uncertain, including the testing of results of the core processing
system maintained by a third party service bureau, and readiness of all vendors,
suppliers and customers. No assurance can be given that the transition to the
year 2000 can be completed successfully, in which case Guaranty could incur data
processing delays, mistakes or failures. These delays, mistakes or failures
could have a significant adverse impact on Guaranty's financial statements.
12
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Part II. Other Information
Item 1 Legal Proceedings
Not Applicable
Item 2 Changes in Securities
Not Applicable
Item 3 Defaults Upon Senior Securities
Not Applicable
Item 4 Submission of Matters to a Vote of Security Holders
On May 12, 1999, Guaranty's Annual Meeting of Shareholders was held to
elect four directors to serve on its Board of Directors for terms of three years
each. The results of the votes are as follows:
For Withheld
For Term Expiring in 2002 --- --------
-------------------------
Thomas P. Baker 1,263,190 27,964
Jason I. Eckford, Jr. 1,280,754 10,400
Harry N. Lewis 1,280,754 10,400
John B. Syer 1,280,754 10,400
Item 5 Other Information
Not Applicable
Item 6 Exhibits and Reports on 8-K
(a) Exhibits
27 Financial Data Schedule
(filed electronically only)
(b) Reports on Form 8-K - None
13
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
GUARANTY FINANCIAL CORPORATION
Date: August 13, 1999 By: /s/ Thomas P. Baker
-----------------------------------
Thomas P. Baker
President, CEO and Director
By: /s/ L. Ben Johnson
-----------------------------------
L. Ben Johnson
Vice President & Controller
14
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<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-QSB FOR GUARANTY FINANCIAL CORPORATION FOR THE
PERIOD ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 7,488
<INT-BEARING-DEPOSITS> 6,455
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 2,949
<INVESTMENTS-HELD-FOR-SALE> 29,957
<INVESTMENTS-CARRYING> 1,669
<INVESTMENTS-MARKET> 1,724
<LOANS> 186,897
<ALLOWANCE> 1,063
<TOTAL-ASSETS> 251,914
<DEPOSITS> 193,983
<SHORT-TERM> 34,188
<LIABILITIES-OTHER> 1,504
<LONG-TERM> 0
0
0
<COMMON> 1,877
<OTHER-SE> 9,316
<TOTAL-LIABILITIES-AND-EQUITY> 251,914
<INTEREST-LOAN> 7,256
<INTEREST-INVEST> 1,110
<INTEREST-OTHER> 219
<INTEREST-TOTAL> 8,585
<INTEREST-DEPOSIT> 4,079
<INTEREST-EXPENSE> 5,175
<INTEREST-INCOME-NET> 3,410
<LOAN-LOSSES> 165
<SECURITIES-GAINS> (121)
<EXPENSE-OTHER> 3,402
<INCOME-PRETAX> 795
<INCOME-PRE-EXTRAORDINARY> 795
<EXTRAORDINARY> (270)
<CHANGES> 0
<NET-INCOME> 525
<EPS-BASIC> 0.35
<EPS-DILUTED> 0.35
<YIELD-ACTUAL> 8.00
<LOANS-NON> 1,922
<LOANS-PAST> 60
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,002
<CHARGE-OFFS> 110
<RECOVERIES> 6
<ALLOWANCE-CLOSE> 1,063
<ALLOWANCE-DOMESTIC> 1,063
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
