UNITED STATES
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 ending June 30, 1996
[ ] 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 0-26314
JAMES RIVER BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1740210
(State of Incorporation) (I.R.S. Employer Identification No.)
101 EAST WASHINGTON STREET, SUFFOLK, VIRGINIA 23434
(Address of principal executive officers)(Zip Code)
(804) 539-0241
(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 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. At June 30, 1996,
the issuer had 2,449,205 outstanding shares of its $5.00 par value common stock.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
JAMES RIVER BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
June 30 December 31,
1996 1995
---- ----
(unaudited)
<S> <C>
ASSETS
Cash and due from depository institutions $ 12,142 $ 12,264
Interest-bearing bank balances 100 -
Federal funds sold and securities purchased under
resale agreements or similar arrangements 1,913 11,832
Investment securities available-for-sale
(amortized cost: $99,012 in 1996 and $62,036
in 1995) 97,740 63,107
Investment securities held-to-maturity (fair
value: $11,699 in 1996 and $23,073 in 1995) 11,874 22,867
Loans, net 229,439 206,516
Premises and equipment, net 7,483 5,439
Intangible assets 2,900 160
Other assets 6,638 4,095
-------- --------
Total Assets $370,229 $326,280
======== ========
LIABILITIES
Noninterest-bearing deposits $ 36,926 $ 32,851
Interest-bearing deposits 295,164 254,513
-------- --------
Total deposits 332,090 287,364
Accounts payable and other liabilities 2,116 2,031
-------- --------
Total liabilities 334,206 289,395
-------- --------
SHAREHOLDERS' EQUITY
Common stock, $5 par, 10,000,000 shares
authorized, 2,449,205 issued and oustanding in
in 1996 and 2,448,502 in 1995 12,246 12,244
Additional paid-in capital 3,461 3,447
Retained earnings 21,140 20,487
Net unrealized gain on securities
available-for-sale (824) 707
-------- --------
Total Shareholders' Equity 36,023 36,885
-------- --------
Total Liabilities and Shareholders' Equity $370,229 $326,280
======== ========
</TABLE>
The notes to financial statements are an integral part of these statements.
<PAGE>
JAMES RIVER BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C>
INTEREST INCOME
Interest and fees on loans $ 4,900 $ 4,327 $ 9,721 $ 8,346
Interest and dividends on securities 1,717 1,450 3,018 2,927
Interest on temporary investments 149 144 302 275
--------------------- -------------------
Total Interest Income 6,766 5,921 13,041 11,548
--------------------- -------------------
INTEREST EXPENSE
Interest on deposits 3,426 2,951 6,543 5,706
Interest on short-term borrowings 14 12 14 20
--------------------- -------------------
Total Interest Expense 3,440 2,963 6,557 5,726
--------------------- -------------------
Net Interest Income 3,326 2,958 6,484 5,822
Provision for loan losses 78 71 205 112
--------------------- -------------------
Net Interest Income after provision
for loan losses 3,248 2,887 6,279 5,710
--------------------- -------------------
NONINTEREST INCOME
Service charges on deposit accounts 265 206 522 408
Securities (losses), gains, net 13 4 18 (42)
Other income 121 68 209 155
--------------------- -------------------
Total Noninterest Income 399 278 749 521
--------------------- -------------------
NONINTEREST EXPENSE
Personnel expense 1,285 1,066 2,476 2,150
Occupancy and equipment expense 417 552 787 728
Merger expense - 227 530 227
Other expense 766 468 1,402 1,235
--------------------- -------------------
Total NonInterest Expense 2,468 2,313 5,195 4,340
--------------------- -------------------
EARNINGS
Income before income taxes 1,179 852 1,833 1,891
Income tax expense 347 291 543 524
--------------------- -------------------
Net income $ 832 $ 561 $ 1,290 $ 1,367
===================== ===================
Earnings Per Common and Common
Equivalent Share $0.34 $0.23 $0.52 $0.55
Cash dividends paid $0.26 $ .00 $0.26 $0.04
====== ===== ===== =====
Average Shares Outstanding 2,481,417 2,481,325 2,480,605 2,472,499
</TABLE>
The notes to financial statements are an integral part of these statements.
<PAGE>
JAMES RIVER BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
-----------------------------
June 30, June 30,
1996 1995
------------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,290 $ 1,367
Adjustments to reconcile to net cash
provided (used) by operating activities:
Depreciation and amortization 231 265
Amortization of bond (discounts) and premiums (39) (1)
Provision for loan and other real estate
losses 235 136
Loss (gain) from sales of securities (18) 42
Decrease (increase) in other assets (1,655) 396
Increase (decrease) in other liabilities 91 (280)
--------- --------
$ 135 $ 1,925
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of securities - available-for-sale $ 7,811 $ 7,771
Proceeds from sales of securities - held-to-maturity - 1,022
Proceeds from maturities of securities - available-for-sale 8,981 1,459
Proceeds from maturities of securities - held-to-maturity 1,793 3,426
Purchase of securities - available-for-sale (44,511) (10,483)
Purchases of premises and equipment (1,240) (55)
Acquisition of other real estate - (95)
Net increase in loans (23,158) (12,848)
Net cash and cash equivalents received in
acquisition of branches 30,484 -
--------- --------
$ (19,840) $ (9,803)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in non-interest bearing deposits $ 1,077 $ (1,107)
Net increase (decrease) in interest bearing deposits (1,746) 828
Net increase in certificates of deposit 11,059 793
Issuance of stock 16 54
Cash dividends paid (637) (89)
Repayment of borrowed funds - (1,500)
Purchase of fractional shares (5) -
Federal funds purchased - 1,226
--------- --------
$ 9,764 $ 205
--------- --------
Net decrease in cash and cash equivalents $ (9,941) $ (7,673)
CASH AND CASH EQUIVALENTS
Beginning 24,096 22,661
--------- --------
Ending $ 14,155 $ 14,988
========= ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest paid $ 4,311 $ 3,622
========= ========
Income taxes $ 664 $ 463
========= ========
</TABLE>
The notes to financial statements are an integral part of these statements.
<PAGE>
JAMES RIVER BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(dollars in thousands, except per share data)
For The Six Months Ended June 30, 1996
<TABLE>
<CAPTION>
Additional Unrealized
Common Paid-in Retained Gains
Stock Capital Earnings (Losses) Total
----------------------------------------------------------------
<S> <C>
Balance December 31,1995 $ 12,244 $ 3,447 $ 20,487 $ 707 $ 36,885
Net income - - 1,290 - 1,290
Common stock issued in directors'
stock purchase plan 2 14 - - 16
Transfer of held-to-maturity securities
to available-for-sale, net of deferred
income taxes of $51, in conjunction
with business combinations - - - (99) (99)
Change in unrealized gain(loss) on
securities available-for-sale, net of
deferred income taxes of $761 - - - (1,432) (1,432)
Dividends Paid - - (637) - (637)
----------------------------------------------------------------
Balance June 30, 1996 $ 12,246 $ 3,461 $ 21,140 $ (824) $ 36,023
----------------------------------------------------------------
</TABLE>
The notes to financial statements are an integral part of these statements.
<PAGE>
PART 1 - FINANCIAL INFORMATION
JAMES RIVER BANKSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all of the disclosures and notes required by generally accepted
accounting principles. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. The results of operations for the three month and the six month
periods ended June 30, 1996 and 1995 are not necessarily indicative of results
that may be expected for the entire year or any interim period. The interim
financial statements should be read in conjunction with the December 31, 1995
Annual Report to Stockholders on Form 10-K/A; including the 1995 consolidated
financial statements of James River Bankshares, Inc. ("James River").
Note 2. Mergers and Acquisitions
During the first quarter of 1996, James River Bankshares, Inc. ("James
River") and its subsidiaries consummated several significant transactions.
First, in two separate transactions that both closed February 29, 1996, James
River merged with Bank of Isle of Wight, a Virginia state chartered bank in
Smithfield, Virginia and First Colonial Bank, FSB, a federal savings bank in
Hopewell, Virginia. The merger of these two financial institutions was treated
as a pooling of interest and the historical financial information included in
the Form 10-Q is presented on that basis. Accordingly, the consolidated
financial statements of James River give effect to this merger, and the accounts
of First Colonial Savings Bank, FSB and Bank of Isle of Wight have been combined
with James River for all periods presented. In the aggregate, these two
transactions more than doubled James River's total assets and net loans. First
Colonial Bank, FSB previously had a year end of June 30. To conform their year
end to that of James River Bankshares, Inc., the following adjustments were made
to the Consolidated Shareholders' Equity of James River:
Net income for the six month period
ended December 31, 1995 $412,688
Cash dividends paid during the period (98,892)
Stock options exercised 24,188
Appreciation of available-for-sale
securities, net of income taxes
of $13,845 26,876
------
Total Adjustment $364,660
<PAGE>
Secondly, James River Bank, (formally known as "The Bank of Waverly") a
wholly owned subsidiary of James River, consummated the acquisition of two
branch banking offices from First Union National Bank of Virginia on March 23,
1996, one of which is located in the City of Franklin, Virginia, and one of
which is located in Courtland, Virginia, in Southampton County. The transaction
was accounted for by the purchase method of accounting. James River Bank assumed
aggregate deposit liabilities of approximately $34 million in connection with
the two branch acquisitions. In addition, equipment valued at $210,000 and land
and buildings valued at $825,000 were purchased. Also in connection with the
acquisition, intangible assets of $2,816,914 were capitalized and include
goodwill, an inseparable component of core deposit intangible, and other costs
incurred directly related to the acquisition. These costs are being amortized on
an accelerated method over fifteen years.
Note 3. Earnings and Dividends Per Share
Earnings per share for the six months ended June 30, 1996 and 1995 are
determined by dividing income for the periods by 2,480,605 and 2,472,499,
respectively, the weighted average number of shares of common stock and common
stock equivalents outstanding. Stock options and warrants are regarded as common
stock equivalents and are therefore considered in earnings per share
calculations, if dilutive. Common stock equivalents are computed using the
treasury stock method. There is no material difference between primary and
fully-diluted earnings per share.
Note 4. Transfer of Held-to-Maturity Investments
In conjunction with the merger with James River, First Colonial Bank,
FSB transferred most of its investment portfolio from the held-to-maturity
category to available-for-sale, in order to maintain James River's existing
interest rate risk position and credit risk policy. The transfer consisted of
the entire investment portfolio of U. S. Government agency and corporation
obligations (except mortgage-backed securities), having an amortized cost of
$9.2 million. The effect of this reclassification was to reduce the net
unrealized gain on securities available-for-sale by $99,000, after taxes. First
Colonial Bank intends to hold its mortgage-backed securities to maturity,
because these securities possess some of the same investment and risk
characteristics as mortgage loans held for investment in its portfolio.
<PAGE>
During the first quarter of 1995 James River Bank sold three
held-to-maturity securities as follows:
Gross Selling Amortized Realized
Price Cost Gain
-------------------------------------------------
Agencies(2) $763,031 $751,270 $11,761
Municipals(1) 258,750 245,396 13,354
=================================================
$1,021,781 $996,666 $25,115
=================================================
Management determined that with the demand of agricultural loans in March, 1995,
it was necessary for James River Bank to fund such loans through the sale of
investment securities. One particular available-for-sale security was sold at a
loss of $27,862. To offset this loss and increase available funding, two U. S.
Government Agency held-to-maturity securities and one municipal held-to-maturity
security were sold at a combined profit of $25,115. As a result of the above
action, all investments at James River Bank in the held-to-maturity
classification, having an amortized cost basis of $8.2 million, were
reclassified to available-for-sale. The effect of this reclassification was to
reduce the net unrealized gain on securities available-for-sale by $96,000.
<PAGE>
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Financial Condition
Assets
Total assets of James River Bankshares, Inc. ("James River") at June 30,
1996 were $370.2 million as compared to $326.3 million at December 31, 1995, an
increase of $43.9 million or 13.5%. This increase was primarily attributable to
the receipt of $34.4 million related to the assumption of deposits in the
purchase of two branch offices by James River Bank during the first quarter of
1996.
Liabilities
Deposits grew $44.7 million during the first half of 1996, an increase
of 15.6%, to $332.1 million. Aside from the $34.4 million in deposits purchased
from First Union National Bank, deposits for James River grew $10.3 million in
the first six months of 1996, an increase of 3.6%.
Non-performing Assets
Non-performing assets of James River comprise delinquent loans on which
the accrual of income has ceased or is being fully reserved, and property
acquired through foreclosure or repossession. Non-performing assets totaled $1.4
million on June 30, 1996, as compared to $698,000 on December 31, 1995. On June
30, 1996, non-accrual loans totaled $974,000, with $941,000 secured by real
estate with no loss anticipated. Non-accrual loans totaled $639,000 on December
31, 1995, of which $612,000 was secured by real estate with no loss anticipated.
Repossessed real estate accounts for $437,000 of non-performing assets on June
30, 1996 compared to $59,000 on December 31, 1995.
Loans past due 90 days or more and still accruing were $386,000 and
$683,000 for June 30, 1996 and December 31, 1995, respectively. Of these loans,
loans secured by real estate totaled $170,000 on June 30, 1996 and $251,000 on
December 30, 1995.
No additional provisions, other than ordinary provisions, are being made
to the allowance for loan losses.
The allowances for possible losses on loans are maintained by James
River at what management considers to be a realistic level consistent with the
level and type of loans, and taking into consideration, the non-accrual and past
due loans detailed above.
<PAGE>
James River's allowance for loan losses of $3.1 million was 1.32% of
total loans on June 30, 1996. On December 31, 1995, the allowance for loan
losses of $2.9 million was 1.37% of total loans. During this second quarter,
total loans increased $12.0 million or 5.5%.
The following details the allowance for loan losses for the first six
months of 1996:
1996 1995
Balance, January 1 $ 2,891 $ 2,811
Provision for loan losses 205 112
Net (charges)recoveries to the
allowance (37) 48
------- -------
Balance, June 30, $ 3,059 $ 2,971
------- -------
Acquisitions
In the second quarter of 1996, First Colonial Bank, FSB, Hopewell, VA.,
("FCB") a wholly-owned subsidiary of James River entered into an agreement with
NationsBank, National Association, to purchase the furniture and fixtures and
assume a lease on a branch office in Hopewell, Va. FCB opened the new branch
office on May 15, 1996.
Bank of Suffolk, ("BOS") a wholly-owned subsidiary of James River,
entered into an agreement with Central Fidelity National Bank to purchase the
furniture and fixtures and assume a lease on a branch office in Suffolk, Va. BOS
opened the new branch office on June 10, 1996.
RESULTS OF OPERATIONS
Net Operating Results
For the quarter ended June 30, 1996, James River earned net income of
$832,000 as compared to $561,000 for the same period of 1995. The increase was
primarily due to the charge of $227,000 to operating income in 1995 for merger
expenses incurred by James River Bank and the Bank of Suffolk in the formation
of James River Bankshares, Inc.
Net Interest Income
Net interest income during the quarter ended June 30, 1996 increased
$368,000 to $3.3 million, up 12.4% from the $2.9 million for the quarter ended
June 30, 1995.
<PAGE>
The increase in net interest income was largely due to the $12.0 million
increase in loans for the second quarter of 1996 over the same period in 1995.
With rate changes and increased volume, interest and fee income on loans
increased 13.2% for the second quarter of 1996 to $4.9 million, $573,000 more
than the $4.3 million earned in same period of 1995. Income on investment
securities increased $267,000 to $1.7 million during the second quarter of 1996,
up 18.4% from the $1.4 million for the second quarter of 1995. Interest expense
on deposits increased for the second quarter from $2.9 million in 1995 to $3.4
million for the same period in 1996, a 16.1% increase in the cost of deposits.
This was primarily due to the additional branch acquisition deposits of
approximately $34.4 million in late March, 1996.
For the first half of 1996, net interest income increased $662,000, or
11.4%, over the same period in 1995. The greater percentage of this increase was
primarily due to the increased volume of loans, with interest and fees on loans
increasing to $9.7 million in 1996, up $1.4 million, or 16.5%, from the $8.3
million for the same period in 1995. Income on investment securities increased
only slightly, up $91,000, or 3.1%, over 1995. During this same time period of
1996, interest expense on deposits increased $837,000, or 14.7%, over that of
1995. As discussed previously, the majority of this increase is attributed to
the increase in deposit volume.
Non-Interest Income
Non-interest income during the quarter ended June 30, 1996 increased by
$121,000, or 43.5%, compared to the same period during 1995. Customer service
fees on deposit accounts increased $59,000, due largely to new accounts and
increased fees.
For the six month period ended June 30, 1996, non-interest income
increased $228,000, or 43.8%. The greater portion of this increase was in
customer service fees on deposit accounts, an increase of $114,000, or 27.9%.
Gains and losses on the sale of investments had a gain of $18,000 in 1996,
compared to a loss of $42,000 in 1995, a net change in non-interest income of
$60,000.
Non-Interest Expense
Non-interest expenses during the second quarter of 1996 increased by
$155,000 compared to 1995, an increase of 6.7%. However, given the $227,000 cost
in the second quarter of 1995 associated with the formation of James River
Bankshares, Inc., the increase for recurring type expenses was $382,000. For the
six month period ended June 30, 1996, non-interest expense increased $855,000,
an increase of 19.7%, over the same period in 1995. Merger expenses of $530,000
associated with James River's acquisitions of First Colonial Bank, FSB, and Bank
of Isle of Wight was offset in the six month comparison by the $227,000 cost
<PAGE>
associated with the formation of James River in the second quarter of 1995. As
discussed previously, the majority of the increase in recurring type expenses is
attributable to the branch acquisitions in late March, 1996, as well as the
acquisitions during the second quarter of 1996.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and interest sensitivity
At June 30, 1996, James River subsidiaries had $30.8 million in
undisbursed loan commitments and expect to have sufficient funds available to
meet their current loan origination commitments. Funding is expected to be in
the normal course of business primarily through loan repayments, prepayments,
and deposit growth. As additional funding, James River holds $108.1 million in
investment securities. Of this amount, only $11.9 million is classified as
held-to-maturity with $202,000 maturing in less than one year. Of the $97.7
million in available-for-sale, $7.4 million matures in less than one year, and
an additional $46.8 million matures between 1 and 5 years.
Almost the entire deposit base is made up of core deposits with only
6.4% of total deposits composed of certificates of deposit of $100,000 and over.
CAPITAL RESOURCES
Total shareholders' equity amounted to $36.0 million at June 30, 1996.
James River's leverage ratio was 9.25%, with tier 1 risk-based capital ratio of
17.50% and a total risk-based capital ratio of 18.75%.
<PAGE>
PART II - OTHER INFORMATION
Item 1 . Legal Proceedings
None of James River or its subsidiaries are involved in any pending
legal proceedings other than nonmaterial legal proceedings occurring in
the ordinary course of business.
Item 2. Changes in Securities - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Securities Holders
The Company held its 1996 Annual Meeting of Shareholders on May 23,
1996. At the Annual Meeting, the following matters were acted upon by
shareholders.
1. Election of directors. The following persons were elected
as directors of the Company to serve a one year term, with the
votes For and Withheld as indicated below:
DIRECTOR FOR WITHHELD
Harold U. Blythe 1,805,911 1,780
James E. Butler, Jr. 1,805,861 1,830
Bruce B. Gray 1,805,481 2,210
Elmon T. Gray 1,805,531 2,160
G. P. Jackson 1,805,911 1,780
Ben P. Kanak 1,805,361 2,330
Glenn T. McCall 1,805,911 1,780
John A. Ramsey, Jr. 1,805,867 1,824
Robert E. Spencer, Jr. 1,805,911 1,780
E. V. Stephenson, Jr. 1,805,361 2,330
James C. Stewart 1,805,077 2,614
2. Approval of the 1996 Employee Stock Option Plan:
FOR AGAINST ABSTAIN
1,663,193 51,561 18,456
<PAGE>
3. Approval of the Directors' Stock/Cash Plan for Payment of
Directors' Fees:
FOR AGAINST ABSTAIN
1,644,985 57,960 30,265
4. Ratification of Goodman & Company, L.L.P. as independent
auditors for 1996.
FOR AGAINST ABSTAIN
1,802,306 3,014 2,371
Item 5. Other Information
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K.
On April 23, 1996, the Company filed a report on Form
8-K/A under Item 4 (Changes in Registrant's Certifying
Accountant) regarding the Company's engagement of Goodman &
Company L.L.P. as the independent public accountants to audit the
Company's financial statements for the fiscal year ended December
31, 1996 to replace the firm of Frank E. Sheffer & Co., which
declined to stand for re-election as the Company's independent
public accountants.
<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.
JAMES RIVER BANKSHARES, INC.
Date: August 19, 1996 /s/ Glenn T. McCall
Glenn T. McCall, Sr. Vice President
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 12,142
<INT-BEARING-DEPOSITS> 100
<FED-FUNDS-SOLD> 1,913
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 97,740
<INVESTMENTS-CARRYING> 11,874
<INVESTMENTS-MARKET> 11,699
<LOANS> 232,498
<ALLOWANCE> 3,059
<TOTAL-ASSETS> 370,229
<DEPOSITS> 332,090
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,116
<LONG-TERM> 0
0
0
<COMMON> 12,246
<OTHER-SE> 23,777
<TOTAL-LIABILITIES-AND-EQUITY> 370,229
<INTEREST-LOAN> 9,721
<INTEREST-INVEST> 3,018
<INTEREST-OTHER> 302
<INTEREST-TOTAL> 13,041
<INTEREST-DEPOSIT> 6,543
<INTEREST-EXPENSE> 6,557
<INTEREST-INCOME-NET> 6,484
<LOAN-LOSSES> 205
<SECURITIES-GAINS> 18
<EXPENSE-OTHER> 5,195
<INCOME-PRETAX> 1,833
<INCOME-PRE-EXTRAORDINARY> 1,290
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,290
<EPS-PRIMARY> 0.52
<EPS-DILUTED> 0.52
<YIELD-ACTUAL> 7.07
<LOANS-NON> 1,400
<LOANS-PAST> 386
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,941
<CHARGE-OFFS> 26
<RECOVERIES> 9
<ALLOWANCE-CLOSE> 3,059
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 3,059
</TABLE>
