<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
---------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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 0-20897
PACIFICAMERICA MONEY CENTER, INC.
(Exact name of Registrant as specified in its charter)
California 95-4465729
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
21031 Ventura Boulevard
Woodland Hills, California 91364
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (818) 992-8999
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 .
---- ----
<PAGE> 2
PACIFICAMERICA MONEY CENTER
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 1996 and March 31, 1997
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
(Unaudited)
Assets
<S> <C> <C>
Cash & cash equivalents $ 4,004,000 $ 8,640,000
Accounts receivable, net 1,482,000 2,349,000
Receivable for mortgage loans shipped 10,664,000 24,310,000
Interest receivable 850,000 1,144,000
Premium receivable for loans sold 0 1,195,000
Loans receivable, net (Note 2) 33,615,000 33,515,000
Loans held for sale 22,972,000 18,148,000
Excess yield receivable 24,864,000 11,698,000
Real estate acquired in settlement of loans 4,284,000 4,285,000
Property and equipment, net 2,424,000 2,360,000
Deferred income taxes 4,995,000 4,995,000
Refundable income taxes 730,000 730,000
Other assets 1,456,000 1,565,000
------------ ------------
$112,340,000 $114,934,000
============ ============
Liabilities and Stockholders' Equity
Thrift certificates payable
Full-paid certificates 49,265,000 56,343,000
Installment certificates 24,379,000 24,659,000
------------ ------------
Total thrift certificates payable 73,644,000 81,002,000
Accounts payable and accrued expenses 4,370,000 2,235,000
Accrued interest payable 247,000 185,000
Mortgage notes payable 1,638,000 1,557,000
Note payable 2,545,000 3,290,000
Deferred income taxes 4,699,000 4,699,000
------------ ------------
$ 87,143,000 $ 92,968,000
------------ ------------
Stockholders' Equity 25,197,000 21,966,000
------------ ------------
$112,340,000 $114,934,000
============ ============
</TABLE>
See accompanying Notes to Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations
2
<PAGE> 3
PACIFICAMERICA MONEY CENTER
AND SUBSIDIARIES
Consolidated Statements of Income
Unaudited
<TABLE>
<CAPTION>
THREE MONTHS ENDED
March 31, March 31,
1997 1996
<S> <C> <C>
Interest Income:
Interest and fees on loans receivable 2,650,000 2,278,000
Interest on investments 92,000 130,000
----------- -----------
Total interest income 2,742,000 2,408,000
Interest Expense:
Interest on thrift certificates greater than $100,000 0 0
Interest on other thrift certificates 1,063,000 1,010,000
Interest on notes payable 10,000 217,000
----------- -----------
Total interest expense 1,073,000 1,227,000
----------- -----------
Net interest income 1,669,000 1,181,000
Provision for loan losses 309,000 725,000
----------- -----------
Net interest income after provision for loan losses 1,360,000 456,000
Noninterest income:
Other income 55,000 101,000
Gain on sale of loans
Excess Yield 12,787,000 4,622,000
Premium 583,000 90,000
----------- -----------
13,425,000 4,813,000
Noninterest expense:
General and administrative 3,977,000 1,882,000
Salaries, employee benefits and personnel services 5,268,000 2,233,000
Amortization of organization costs 46,000 26,000
Related party fees 0 472,000
Depreciation and amortization 114,000 101,000
Expenses on real estate acquired in settlement of loans 202,000 60,000
Net loss on sales of real estate acquired
in settlement of loans (46,000) 105,000
----------- -----------
9,561,000 4,879,000
----------- -----------
Income before tax provision 5,224,000 390,000
----------- -----------
Tax provision 2,195,000 348,000
----------- -----------
Income from continuing operations 3,029,000 42,000
Income from discontinued operations 0 237,000
----------- -----------
Net income 3,029,000 279,000
=========== ===========
Primary and fully diluted earnings per share $1.29 -
Weighted Average Shares Outstanding 2,350,550
</TABLE>
See accompanying Notes to Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations.
3
<PAGE> 4
PACIFICAMERICA MONEY CENTER
AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Three months ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
3-31-97 3-31-96
<S> <C> <C>
Cash flows from operating activities:
Adjustments to reconcile net income to net
cash used in operating activities:
Net income 3,029,000 279,000
Depreciation and amortization 160,000 133,000
Provision for loan losses 309,000 725,000
Net (gain) loss on sales of real estate
acquired in settlement of loans (46,000) 105,000
Proceeds from loans originated for sale 125,321,000 61,819,000
Originations of loans held for sale (143,165,000) (60,910,000)
(Increase) decrease in asset accounts:
Accounts receivable 867,000 (12,566,000)
Receivable for mortgage loans shipped 13,646,000 0
Interest receivable 294,000 (28,000)
Premium receivable for loans sold 1,195,000 0
Excess yield receivable (13,166,000) 258,000
Goodwill 0 30,000
Other assets 63,000 (125,000)
Accounts payable and accrued expenses
and interest payable 2,197,000 (202,000)
------------ ------------
Net cash used in operating activities (9,296,000) (10,482,000)
------------ ------------
Cash flows from investing activities:
Proceeds from sale of real estate loans 9,787,000 0
(Increase) decrease in loans receivable 2,645,000 (1,786,000)
Increase in property and
equipment (178,000) (251,000)
Increase in mortgages payable
on other real estate 81,000 42,000
(Increase) decrease in other real estate 226,000 (208,000)
------------ ------------
Net cash provided by (used in) investing
activities 12,561,000 (2,203,000)
------------ ------------
Cash flow from financing activities:
Increase (decrease) in thrift certificates (7,358,000) 12,625,000
(Decrease) in line of credit (745,000) (271,000)
Stock purchases 202,000 0
------------ ------------
Net cash provided by (used in) financing
activities (7,901,000) 12,354,000
------------ ------------
Net decrease in cash and cash equivalents (4,636,000) (331,000)
Cash and cash equivalents at beginning
of period 8,640,000 10,489,000
------------ ------------
Cash and cash equivalents at end of period 4,004,000 10,158,000
============ ============
</TABLE>
See accompanying Notes to Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations.
4
<PAGE> 5
PACIFICAMERICA MONEY CENTER
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1) The unaudited financial information furnished herein, in the
opinion of management, reflects all adjustments (all of which are of
a normal recurring nature) which are necessary to fairly state the
Company's financial position, its cash flows and the results of
its operations. The Company presumes that users of the interim
financial information herein have read or have access to the audited
financial statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations for the preceding
fiscal year and that the adequacy of additional disclosure needed
for a fair presentation, except in regard to material contingencies,
may be determined in that context. Accordingly, footnote and other
disclosures which would substantially duplicate the disclosure
contained in the Company's most recent annual report has been
omitted. The interim financial information herein is not
necessarily representative of operations for a full year for various
reasons including changes in interest rates, volume of loans
originated and loans paid off.
2) Loans Receivable
The following is a summary of Loans Receivable:
<TABLE>
<CAPTION>
@ 3-31-97 @ 12-31-96
<S> <C> <C>
Interest bearing loans $ 35,852,000 $ 36,573,000
Deferred loan fees, net (448,000) (594,000)
Allowance for loan losses (1,789,000) (2,464,000)
------------ ------------
Total $ 33,615,000 $ 33,515,000
============ ============
The following is a summary of Allowance for Loan Losses:
Balance at 12-31-96 $ 2,464,000
Additions to reserve 309,000
Charge offs/recoveries (984,000)
------------
Balance at 3-31-97 $ 1,789,000
============
</TABLE>
3) New Accounting Standard
On March 3, 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, "Earnings per Share" (SFAS 128). This pronouncement
provides a different method of calculating earnings per share than
is currently used in accordance with APB 15, "Earnings per Share".
SFAS 128 provides for the calculation of Basic and Diluted earnings
per share. Basic earnings per share includes no dilution and is
computed by dividing income available to common shareholders by the
weighted average number of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution of
securities that could share in the earnings of an entity, similar to
fully diluted earnings per share. This pronouncement is effective for
fiscal years and interim periods ending after December 15, 1997;
early adoption is not permitted. The Company has not determined the
effect, if any, of adoption on its earnings per share computation(s).
5
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
BACKGROUND
On June 27, 1996, PacificAmerica Money Center, Inc. (the "Company") and
Presidential Mortgage Company, a California limited partnership (the
"Partnership") completed a restructuring plan dated May 1, 1996 (the
"Restructuring"), whereby all of the assets and liabilities of the Partnership
were transferred to the Company in exchange for common stock of the Company (the
"Common Stock"). Pursuant to the Restructuring Plan, 603,234 shares of Common
Stock were issued to partners of the Partnership (other than limited partners
electing a "cash out option") for their interests in the Partnership and
$2,855,600.00 was paid by the Company to partners electing a "cash out option."
Concurrently with the solicitation of consent pursuant to the Proxy
Statement/Prospectus dated May 14, 1996, the Company made a rights offering (the
"Rights Offering"), pursuant to which a total of 324,628 shares were subscribed
for and issued. Pursuant to a Prospectus dated June 24, 1996, the Company also
conducted a public offering of additional shares of Common Stock at $10 per
share (the "Public Offering"). A total of 878,210 shares were issued in the
Public Offering, including 114,549 shares in connection with the exercise of an
over-allotment option by the underwriter of the Public Offering. The Company
issued a total of 1,806,072 shares of Common Stock in connection with the
Restructuring, the Rights Offering and the Public Offering. The shares of Common
Stock are listed for trading on the Nasdaq National Market under the symbol
"PAMM."
The Restructuring has been accounted for as a change in legal
organization but not in the enterprise formerly engaged in by the Partnership.
Therefore, the financial statements of the Company give effect to the
Restructuring as a recapitalization of the Partnership into the Company.
References to the Company in this Management's Discussion and Analysis of
Financial Condition and Results of Operations refer to the financial condition
and results of operations of the Partnership on a consolidated basis for all
periods prior to June 27, 1996.
The unaudited interim consolidated financial statements should be read
in conjunction with the historical consolidated financial statements and the
related notes thereto of the Company filed with its Annual Report on Form 10-K
for the year ended December 31, 1996.
FINANCIAL CONDITION
Total consolidated assets of the Company decreased $2.6 million (2.3%)
to $112.3 million at March 31, 1997 from $114.9 million at December 31, 1996.
The decrease resulted primarily from decreases in receivable for mortgage loans
sold, cash and cash equivalents and accounts receivable, partially offset by
increases in excess yield receivable and loans held for sale. The receivable for
mortgage loans sold at March 31, 1997, decreased $13.6 million, or 56.0%, to
$10.7 million from $24.3 million at December 31, 1996. This line item represents
the purchase price of loans sold near the end of each quarter, for which payment
is received early in the following quarter, and fluctuates depending upon the
timing of sales of loans and date of receipt of the purchase price for such
loans. Cash and cash equivalents decreased $4.6 million, or 53.5%, to $4.0
million at March 31, 1997 from $8.6 million at December 31, 1996. Cash and cash
equivalents also fluctuates depending upon the timing of loan originations and
sales and receipt of consideration for loan sales. Excess yield receivable
increased $13.2 million, or 112.82%, to $24.9 million at March 31, 1997 from
$11.7 million at December 31, 1996, reflecting the Company's retained interest
in excess spread on loans sold for securitization under the current terms of its
loan sales agreements with Aames Capital Corporation ("Aames") and
6
<PAGE> 7
Advanta Mortgage Corp. USA ("Advanta"). The Company did not begin retaining an
interest in excess spread on loans sold until the fourth quarter of 1996, and
the increase in excess yield receivable represents the buildup of this asset
from all loans sold to Aames and Advanta since the respective dates of the
current agreements entered with these purchasers. Loans held for sale increased
$4.9 million, or 27.1%, to $23.0 million at March 31, 1997 from $18.1 million at
December 31, 1996, representing the buildup of the Company's inventory of loans
held for sale. The only loans included in the inventory of loans held for sale
are loans anticipated to be sold in subsequent securitizations. The Company
plans to increase the inventory of loans held for sale at the end of each
quarter as part of its business strategy for sustained earnings growth.
Total liabilities decreased $5.9 million, or 6.3%, to $87.1 million at
March 31, 1997 from $93.0 million at December 31, 1996, due to decreases in
thrift certificates outstanding and notes payable, partially offset by an
increase in accounts payable and accrued expenses. Thrift certificates decreased
$7.4 million, or 9.1%, to $73.6 million at March 31, 1997 from $81.0 million at
December 31, 1996. Management of Pacific Thrift and Loan Company ("Pacific
Thrift"), the Company's primary operating subsidiary, adjusts rates on thrift
certificates on a regular basis in order to control the increase or decrease in
the total outstanding certificates, as management deems necessary to support
Pacific Thrift's cash flow requirements. Accounts payable and accrued expenses
increased $2.2 million, or 100%, to $4.4 million at March 31, 1997 from $2.2
million at December 31, 1996, reflecting an increase in income taxes payable
based on the first quarter's pre-tax income. Note payable decreased $.8 million,
or 24.2%, to $2.5 million at March 31, 1997 from $3.3 million at December 31,
1996, reflecting the final pay off of a bank loan to Fleet Bank, N.A. in January
1997.
Total stockholders' equity increased by $3.2 million, or 14.5%, to
$25.2 million at March 31, 1997 from $22.0 million at December 31, 1996,
reflecting primarily the net income from operations of $3.0 million in the first
quarter of 1997.
RESULTS OF OPERATIONS
GENERAL
The Company reported net income after tax provision of $3.0 million, or
$1.29 for primary and fully diluted earnings per share, for the quarter ended
March 31, 1997. These results are not necessarily indicative of results for any
other interim period or for the full year.
For the comparable period of 1996, the Company reported net income
after tax provision of $.3 million. The 985.7% increase in net income after tax
provision was primarily due to the $8.6 million increase in gain on sale of
loans in the first quarter of 1997 compared with the first quarter of 1996,
reflecting a substantial increase in the Company's loan production over the past
twelve months, as well as the improved margins on sale of loans under the
Company's current agreements with Aames and Advanta, which has applied to all
loan sales by the Company since the fourth quarter of 1996. Loans originated for
sale increased $82.2 million, or 135.0% to $143.1 million for the quarter ended
March 31, 1997 from $60.9 million for the quarter ended March 31, 1996. Gain on
sale of loans increased by $8.6 million, or 183.0%, to $13.3 million for the
first quarter of 1997, from $4.7 million for the first quarter of 1996.
7
<PAGE> 8
INTEREST INCOME
Total interest income increased $.3 million, or 12.5%, to $2.7 million
for the first quarter of 1997 from $2.4 million for the first quarter of 1996.
Total interest expense decreased $.1 million, or 8.3%, to $1.1 million for the
first quarter of 1997 from $1.2 million for the first quarter of 1996, due
primarily to a decrease in interest paid on the Company's bank loan, which was
paid off in January 1997. Net interest income before provision for loan losses
increased $.5 million, or 41.7% for the quarter, to $1.7 million for the first
quarter of 1997 from $1.2 million for the first quarter of 1996.
PROVISION FOR LOAN LOSSES
The provision for loan losses decreased $.4 million for the quarter
ended March 31, 1997 to $.3 million for the first quarter of 1997 from $.7
million for the first quarter of 1996, due primarily to a decrease in the
reserves on loans held on loans originated prior to 1990 by Presidential
Mortgage Company under its own lending licenses (the "Presidential Portfolio.")
The balance of the Presidential Portfolio has been reduced to $2.1 million at
March 31, 1997 from $8.5 million at March 31, 1996.
The total allowance for loan losses was $1.8 million at March 31, 1997,
compared to $2.5 million at December 31, 1996. The adequacy of the allowance for
loan losses is based on a variety of factors, including the size of the
Company's loan portfolio, which does not include loans held for sale, loan
classifications and underlying loan collateral values, and is not directly
proportional to the level of nonperforming portfolio loans. The ratio of
nonaccrual portfolio loans past due 90 days or more ($1.3 million) to total
portfolio loans ($35.9 million) was 3.6% at March 31, 1997, compared to a ratio
of 3.8% of nonaccrual loans past due 90 days or more ($1.4 million) to total
portfolio loans ($36.6 million) total loans at December 31, 1996.
NONINTEREST INCOME
Total noninterest income increased $8.6 million, or 179.2%, to $13.4
million for the first quarter 1997 from $4.8 million for the first quarter 1996.
The primary source of noninterest income is gain on sale of loans originated for
sale, which increased $8.6 million, or 183.0%, to $13.3 million for the first
quarter 1997 from $4.7 million for the first quarter 1996.
NONINTEREST EXPENSE
Noninterest expense increased by $4.7 million, or 95.9%, to $9.6
million for the first quarter 1997 from $4.9 million for the first quarter 1996,
due primarily to increases in salaries, employee benefits and personnel services
and general and administrative expenses. Salaries, employee benefits and
personnel services increased $3.1 million, or 140.9% to $5.3 million for the
first quarter 1997 from $2.2 million for the first quarter 1996, representing
increases in loan representative commissions and the hiring of additional
support personnel related to increased loan volume. General and administrative
expenses increased $2.1 million, or 110.5%, to $4.0 million for the first
quarter 1997 from $1.9 million for the first quarter 1996, also related to
increased loan volume.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
The primary sources of the Company's liquidity are cash and cash
equivalents maintained by Pacific Thrift in connection with its deposit-taking
and lending activities and proceeds from sale of loans. At March 31, 1997, cash
and cash equivalent assets totaled $4.0 million compared to $8.6 million at
December 31, 1996, and receivable for mortgage loans sold totaled $10.7 million
(for which cash payment was received in April 1997), compared to $24.3 million
at December 31, 1996. Under the terms of the Company's agreement with Advanta,
the Company also receives an advance on its excess spread interest in each
securitization pool. The Company received an advance of $4.1 million from
Advanta in April 1997, and expects to receive an additional advance of $2.8
million in June 1997. These advances are repaid from all future payments of
excess spread due from Advanta to the Company, and bear interest at a rate equal
to LIBOR plus 1.00% (6.7% at March 31, 1997). Management believes that current
levels of liquidity are sufficient to fund its lending operations in accordance
with the Company's business plan.
Management of Pacific Thrift is able to regulate the inflow of funds
from thrift certificates by adjusting interest rates to amounts slightly above
or below prevailing rates. In the first quarter of 1997, Pacific Thrift adjusted
its rates slightly downward to reduce the inflow of funds from thrift
certificates, thereby resulting in a $7.4 million reduction in outstanding
thrift certificates to $73.6 million at March 31, 1997 from $81.0 million at
December 31, 1996. Management believes that Pacific Thrift could readily
increase deposit levels if it deemed such an increase necessary to fund lending
activities by slightly increasing rates paid on thrift certificates.
Pacific Thrift is subject to certain leverage and risk-based capital
adequacy standards applicable to FDIC-insured institutions. At March 31, 1997,
Pacific Thrift met the FDIC regulatory definition of "well capitalized."
However, because Pacific Thrift is currently subject to a Memorandum of
Understanding requiring it to maintain a certain capital level (which it
currently meets), Pacific Thrift is classified by the FDIC as "adequately
capitalized." See the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, Item 1. "Business - Supervision and Regulation --
Regulatory Actions."
As indicated in the Statements of Cash Flows, the Company used $9.3
million in cash from operating activities, primarily for the origination of
loans held for sale, and $7.9 million in financing activities, primarily from
the decrease in thrift certificates, from January 1, 1997 through March 31,
1997. The Company realized $12.6 million from investing activities from January
1, 1997 through March 31, 1997, primarily reflecting $9.8 million in proceeds
from sale of loans and a $2.6 million decrease in loans receivable.
New Accounting Standard
On March 3, 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, "Earnings per Share" (SFAS 128). This pronouncement provides
a different method of calculating earnings per share than is currently used in
accordance with APB 15, "Earnings per Share". SFAS 128 provides for the
calculation of Basic and Diluted earnings per share. Basic earnings per share
includes no dilution and is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding for the
period. Diluted earnings per share reflects the potential dilution of securities
that could share in the earnings of an entity, similar to fully diluted earnings
per share. This pronouncement is effective for fiscal years and interim periods
ending after December 15, 1997; early adoption is not permitted. The Company has
not determined the effect, if any, of adoption on its earnings per share
computation(s).
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
CRC and LPPC, along with all other defendants in the action brought by
Consumer Action and two consumers alleging excessive trustee publication fees,
have entered into a global settlement with the plaintiffs in this action, which
is expected to be completed by May 15, 1997. The settlement amount paid by CRC
under the terms of the settlement agreement is immaterial to the Company as a
whole.
9
<PAGE> 10
With respect to the class action filed against CRC (as one of over 50
defendants) alleging overpayments for trustee sale guarantee fees, the
California Court of Appeal has stayed the action pending the negotiation of a
global settlement agreement. Management believes, based upon consultation with
its counsel in this action, that any liability that may be incurred by CRC in
this action would be immaterial to the Company as a whole.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to the vote of stockholders during the
quarter ended March 31, 1997.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. None.
(b) Reports on Form 8-K. None.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on May 13, 1997.
PACIFICAMERICA MONEY CENTER, INC.
(Registrant)
May 13, 1997
Joel R. Schultz,
President
May 13, 1997
Charles J. Siegel,
Chief Financial and Accounting Officer
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on May 13, 1997.
PACIFICAMERICA MONEY CENTER, INC.
(Registrant)
May 13, 1997 JOEL R. SCHULTZ
---------------------------
Joel R. Schultz,
President
May 13, 1997 CHARLES J. SIEGEL
---------------------------
Charles J. Siegel,
Chief Financial and Accounting Officer
11
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> (232)
<INT-BEARING-DEPOSITS> 236
<FED-FUNDS-SOLD> 4000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 58376
<ALLOWANCE> 1789
<TOTAL-ASSETS> 112340
<DEPOSITS> 73644
<SHORT-TERM> 0
<LIABILITIES-OTHER> 9316
<LONG-TERM> 4183
0
0
<COMMON> 18
<OTHER-SE> 25179
<TOTAL-LIABILITIES-AND-EQUITY> 112340
<INTEREST-LOAN> 2650
<INTEREST-INVEST> 92
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 2742
<INTEREST-DEPOSIT> 1063
<INTEREST-EXPENSE> 1073
<INTEREST-INCOME-NET> 1669
<LOAN-LOSSES> 309
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 9561
<INCOME-PRETAX> 5224
<INCOME-PRE-EXTRAORDINARY> 5224
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3029
<EPS-PRIMARY> 1.29
<EPS-DILUTED> 1.29
<YIELD-ACTUAL> 8.56
<LOANS-NON> 1260
<LOANS-PAST> 1303
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2464
<CHARGE-OFFS> 984
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 1789
<ALLOWANCE-DOMESTIC> 1789
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
