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 September 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 September 30,
1996, the issuer had 2,451,807 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>
September 30, December 31,
------------- ------------
1996 1995
---- ----
(unaudited)
<S> <C> -----------
ASSETS
Cash and due from depository institutions $ 11,425 $ 12,264
Interest-bearing bank balances 100 -
Federal funds sold and securities purchased under
resale agreements or similar arrangements 3,644 11,832
Investment securities available-for-sale
(amortized cost: $94,446 in 1996 and $62,036
in 1995) 93,618 63,107
Investment securities held-to-maturity (fair
value: $11,202 in 1996 and $23,073 in 1995) 11,326 22,867
Loans, net 236,374 206,516
Premises and equipment, net 8,491 5,439
Intangible assets 2,824 160
Other assets 6,755 4,095
----------- ----------
Total Assets $ 374,557 $ 326,280
=========== ==========
LIABILITIES
Noninterest-bearing deposits $ 37,123 $ 32,851
Interest-bearing deposits 296,900 254,513
----------- ----------
Total deposits 334,023 287,364
Accounts payable and other liabilities 4,163 2,031
----------- ----------
Total liabilities 338,186 289,395
----------- ----------
SHAREHOLDERS' EQUITY
Common stock, $5 par, 10,000,000 shares
authorized, 2,451,807 issued and oustanding in
in 1996 and 2,448,502 in 1995 12,259 12,244
Additional paid-in capital 3,473 3,447
Retained earnings 21,175 20,487
Net unrealized gain (loss) on securities
available-for-sale (536) 707
----------- ----------
Total Shareholders' Equity 36,371 36,885
----------- ----------
Total Liabilities and Shareholders' Equity $ 374,557 $ 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 Nine Months Ended
--------------------------------- -------------------------------
September 30, September 30, September 30, September 30,
------------- ------------- ------------- -------------
1996 1995 1996 1995
<S> <C> ---- ---- ---- ----
INTEREST INCOME
Interest and fees on loans $ 5,348 $ 4,516 $ 15,069 $ 12,862
Interest and dividends on securities 1,663 1,395 4,681 4,322
Interest on temporary investments 77 101 379 376
------------ --------- ---------- ----------
Total Interest Income 7,088 6,012 20,129 17,560
------------ --------- ---------- ----------
INTEREST EXPENSE
Interest on deposits 3,479 3,011 10,022 8,717
Interest on short-term borrowings 12 17 26 37
------------ --------- ---------- ----------
Total Interest Expense 3,491 3,028 10,048 8,754
------------ --------- ---------- ----------
Net Interest Income 3,597 2,984 10,081 8,806
Provision for loan losses 146 51 351 163
------------ --------- ---------- ----------
Net Interest Income after provision
for loan losses 3,451 2,933 9,730 8,643
------------ --------- ---------- ----------
NONINTEREST INCOME
Service charges on deposit accounts 282 286 804 694
Securities (losses), gains, net 15 10 33 (32)
Other income 125 128 334 283
------------ --------- ---------- ----------
Total Noninterest Income 422 424 1,171 945
------------ --------- ---------- ----------
NONINTEREST EXPENSE
Personnel expense 1,404 1,132 3,880 3,282
Occupancy and equipment expense 468 383 1,255 1,111
Merger expense - - 530 227
SAIF assessment 752 - 752 -
Other expense 818 589 2,220 1,824
------------ --------- ---------- ----------
Total NonInterest Expense 3,442 2,104 8,637 6,444
------------ --------- ---------- ----------
EARNINGS
Income before income taxes 431 1,253 2,264 3,144
Income tax expense 78 348 621 872
------------ --------- ---------- ----------
Net income $ 353 $ 905 $ 1,643 $ 2,272
============ ========= ========== ==========
Earnings Per Common and Common
Equivalent Share $ 0.14 $ 0.36 $ 0.66 $ 0.92
Cash dividends paid $ 0.13 $ 0.00 $ 0.39 $ 0.04
Average Shares Outstanding 2,480,501 2,481,346 2,479,605 2,475,282
</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>
Nine Months Ended
-----------------------------------
September 30, September 30,
1996 1995
-----------------------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,643 $ 2,272
Adjustments to reconcile to net cash
provided (used) by operating activities:
Depreciation and amortization 478 349
Amortization of bond (discounts) and premiums (15) (1)
Provision for loan and other real estate
losses 381 163
Loss (gain) from sales of securities (33) 32
Decrease (increase) in other assets (1,942) 484
Increase (decrease) in other liabilities 1,638 (710)
----------- -----------
$ 2,150 $ 2,589
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of securities - available-for-sale $ 14,023 $ 9,650
Proceeds from sales of securities - held-to-maturity - 1,022
Proceeds from maturities of securities - available-for-sale 11,371 9,744
Proceeds from maturities of securities - held-to-maturity 2,336 3,869
Purchase of securities - available-for-sale (48,551) (17,331)
Purchases of premises and equipment (2,405) (119)
Acquisition of other real estate - (79)
Net increase in loans (30,239) (19,257)
Net cash and cash equivalents received in
acquisition of branches 30,484 -
----------- -----------
$ (22,981) $ (12,501)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in non-interest bearing deposits $ 1,274 $ (1,079)
Net increase (decrease) in interest bearing deposits (1,378) 8,957
Net increase (decrease) in certificates of deposit 12,427 (2,370)
Issuance of stock 41 70
Cash dividends paid (955) (190)
Repayment of borrowed funds - (1,500)
Purchase of fractional shares (5) -
Federal funds purchased 500 300
----------- -----------
$ 11,904 $ 4,188
----------- -----------
Net decrease in cash and cash equivalents $ (8,927) $ (5,724)
CASH AND CASH EQUIVALENTS
Beginning 24,096 22,660
----------- -----------
Ending $ 15,169 $ 16,936
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest paid $ 9,661 $ 8,582
=========== ===========
Income taxes $ 1,065 $ 528
=========== ===========
</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)
For The Nine Months Ended September 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 - - 1,643 - 1,643
Common stock issued in directors'
stock purchase plan 5 25 - - 30
Employee stock options exercised 10 1 - - 11
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 $605 - - - (1,144) (1,144)
Dividends Paid - - (955) - (955)
------- ------- ------- ------- -------
Balance September 30, 1996 $ 12,259 $ 3,473 $ 21,175 $ (536) $ 36,371
======== ======== ======== ========= ========
</TABLE>
<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 nine month
periods ended September 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.
Note 2. Mergers and Acquisitions
During the first quarter of 1996, 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 ("Bank of
Isle of Wight") and First Colonial Bank, FSB, a federal savings bank in
Hopewell, Virginia ("First Colonial"). 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 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 previously had a year end of June 30. To conform First Colonial's year
end to that of James River, the following adjustments were made to the
<PAGE>
Consolidated Shareholders' Equity of James River:
Net income for the six month period
ended December 31, 1995 $412,488
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
=======
Second, James River Bank, (formally named "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 the other
of which is located in Courtland, Southampton County, Virginia. 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. In connection with the
acquisition, intangible assets of $2,816,914 were capitalized including
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 nine months ended September 30, 1996 and
1995 are determined by dividing income for the periods by 2,479,605 and
2,475,282, 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
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
<PAGE>
(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 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.
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
This Form 10-Q contains forward looking statements that involve risks
and uncertainties. James River's actual results could differ materially from
those anticipated in these forward looking statements as a result of certain
factors. The following discussion should be read in conjunction with the
unaudited consolidated financial statements included in Item 1. of this Form
10-Q.
Financial Condition
Assets
Total assets of James River at September 30, 1996 were $374.6 million
as compared to $326.3 million at December 31, 1995, an increase of $48.3 million
or 14.8%. The greater part of this increase is attributable to the receipt of
$34.4 million related to the assumption of deposits in conjunction with the
purchase of two branch offices by James River Bank during the first quarter of
1996. Without giving effect to this purchase, assets increased 13.9 million or
4.26%.
Liabilities
Deposits grew $46.6 million during the first three quarters of 1996, an
increase of 16.2%, to $334.0 million. Without giving effect to the $34.4 million
in deposits purchased from First Union National Bank, deposits for James River
grew $12.2 million in the first nine months of 1996, an increase of 4.2%.
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
$688,000 on September 30, 1996, compared to $698,000 on December 31, 1995. On
September 30, 1996, non-accrual loans totaled $304,000, with $285,000 secured by
real estate with little or 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 accounted for $384,000 of
non-performing assets as of September 30, 1996 compared to $59,000 as of
December 31, 1995.
<PAGE>
Loans past due 90 days or more and still accruing were $699,000 and
$683,000 for September 30, 1996 and December 31, 1995, respectively. Of these
loans, loans secured by real estate totaled $197,000 on September 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.
James River's allowance for loan losses of $3.1 million was 1.31% of
total loans on September 30, 1996. On December 31, 1995, the allowance for loan
losses of $2.9 million was 1.37% of total loans. During this third quarter,
total loans increased $7.0 million or 3.0%.
The following table details the allowance for loan losses for the first
nine months of 1996:
1996 1995
---- ----
Balance, January 1 $ 2,891 $ 2,811
Provision for loan losses 426 198
Net (charges)recoveries to the
allowance (183) (14)
------- -------
Balance, September 30, $ 3,134 $ 2,995
------- -------
<PAGE>
RESULTS OF OPERATIONS
Net Operating Results
For the quarter ended September 30, 1996, James River earned net income
of $353,000, or $0.14 per share, compared to $905,000, or $0.36 per share, for
the same period of 1995, a 61.0% decrease. The decrease was primarily due to a
one time FDIC assessment on the deposits of First Colonial of $752,000 on a
pre-tax basis, with an after tax effect of $479,000. A one time assessment was
levied on all thrifts nationally in order to recapitalize the Savings
Association Insurance Fund.
Earnings for the nine months ended September 30, 1996 were $1.6 million
or $0.66 per share, down 27.7% from consolidated earnings of $2.3 million or
$0.92 per share in the comparable 1995 period. Return on average assets and
return on average equity were .62% and 6.03%, respectively, in the third quarter
1996 compared to .98% and 8.76% in the comparable period in 1995.
In addition to the FDIC assessment, during the first nine months of
1996, James River incurred merger expenses of $530,000 in connection with its
acquisition of Bank of Isle of Wight and First Colonial, compared with merger
expenses of $227,000 in the first nine months of 1995 related to the holding
company's formation and acquisition of Bank of Suffolk and James River Bank.
Without these extraordinary expenses, earnings for the first nine months of 1996
would have been $2.4 million or 6.7% greater than the comparable 1995 period.
Net Interest Income
Net interest income during the quarter ended September 30, 1996
increased $613,000 to $3.6 million, up 20.5% from the $3.0 million for the
quarter ended September 30, 1995.
The increase in net interest income was largely due to the $7.0 million
increase in loans for the third quarter of 1996 over the same period in 1995.
With rate changes and increased volume, interest and fee income on loans
increased 18.4% for the third quarter of 1996 to $5.3 million, $832,000 more
than the $4.5 million earned in same period of 1995. Income on investment
securities increased $268,000 to $1.7 million during the third quarter of 1996.
In comparison to the third quarter of 1995, income on investment securities were
up 19.2% from $1.4 million. Interest expense on deposits increased for the third
quarter from $3.0 million in 1995 to $3.5 million for the same period in 1996, a
15.5% 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.
<PAGE>
For the first three quarters of 1996, net interest income increased
$1,275 million, or 14.5%, over the same period in 1995. This increase was
primarily due to the increased volume of loans, with interest and fees on loans
increasing to $15.1 million in 1996, up $2.2 million, or 17.2%, from the $12.9
million for the same period in 1995. Income on investment securities increased
$359,000, or 8.3%, over 1995. During this same time period of 1996, interest
expense on deposits increased $1,305 million, or 15.0%, 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 September 30, 1996
decreased by $2,000, or .47%, compared to the same period during 1995.
For the nine month period ended September 30, 1996, non-interest income
increased $226,000, or 23.9%. The greater portion of this increase was in
customer service fees on deposit accounts, an increase of $110,000, or 15.9%.
Gains and losses on the sale of investments had a gain of $33,000 in 1996,
compared to a loss of $32,000 in 1995, a net change in non-interest income of
$65,000.
Non-Interest Expense
Non-interest expenses during the third quarter of 1996 increased by
$1,338 million compared to 1995, an increase of 63.6%. The majority of this
increase is attributed to the SAIF assessment of $752,000 levied against First
Colonial. For the nine month period ended September 30, 1996, non-interest
expense increased $2,193 million, an increase of 34.0%, over the same period in
1995. Merger expenses of $530,000 associated with James River's acquisitions of
First Colonial and Bank of Isle of Wight were partially offset in the nine month
period by the $227,000 cost associated with the formation of James River in the
second quarter of 1995. As discussed previously, the majority of the increase in
the nine month comparison is attributable to the SAIF assessment in late
September, 1996.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and interest sensitivity
Liquidity represents an institution's ability to meet present and
future financial obligations through either the sale or maturity of existing
assets or the acquisition of additional funds through liability management.
Liquid assets include cash, interest bearing deposits with banks, federal funds
sold, investments, and loans maturing within one year. As a result of James
River's management of liquid assets and the ability to generate liquidity
through liability funding, management believes that James River maintains
overall liquidity sufficient to satisfy its depositors' requirements and meets
its customers' credit needs.
At September 30, 1996, James River subsidiaries had $42.8 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 $104.9 million in
investment securities. Of this amount, only $11.3 million is classified as
held-to-maturity with $153,000 maturing in less than one year. Of the $93.6
million in available-for-sale, $4.2 million matures in less than one year, and
an additional $45.3 million matures between 1 and 5 years.
James River has no long-term debt.
Almost the entire deposit base is made up of core deposits with only
7.70% of total deposits composed of certificates of deposit of $100,000 and
over.
CAPITAL RESOURCES
Total shareholders' equity amounted to $36.4 million at September 30,
1996. James River's leverage ratio was 8.48%, with tier 1 risk-based capital
ratio of 15.30% and a total risk-based capital ratio of 16.55%.
<PAGE>
PART II - OTHER INFORMATION
Item 1 . Legal Proceedings
None of James River or its subsidiaries is 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 - None
Item 5. Other Information - None
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - None
<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: November 14, 1996 /s/ Glenn T. McCall
----------------- -----------------------------------
Glenn T. McCall, Sr. Vice President
and Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 11,425
<INT-BEARING-DEPOSITS> 100
<FED-FUNDS-SOLD> 3,644
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 93,618
<INVESTMENTS-CARRYING> 11,326
<INVESTMENTS-MARKET> 11,202
<LOANS> 239,508
<ALLOWANCE> 3,134
<TOTAL-ASSETS> 374,557
<DEPOSITS> 334,023
<SHORT-TERM> 0
<LIABILITIES-OTHER> 4,163
<LONG-TERM> 0
0
0
<COMMON> 12,259
<OTHER-SE> 24,110
<TOTAL-LIABILITIES-AND-EQUITY> 374,557
<INTEREST-LOAN> 15,069
<INTEREST-INVEST> 4,681
<INTEREST-OTHER> 379
<INTEREST-TOTAL> 20,129
<INTEREST-DEPOSIT> 10,022
<INTEREST-EXPENSE> 10,048
<INTEREST-INCOME-NET> 10,081
<LOAN-LOSSES> 351
<SECURITIES-GAINS> 33
<EXPENSE-OTHER> 8,637
<INCOME-PRETAX> 2,264
<INCOME-PRE-EXTRAORDINARY> 1,643
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,643
<EPS-PRIMARY> 0.66
<EPS-DILUTED> 0.66
<YIELD-ACTUAL> 6.03
<LOANS-NON> 304
<LOANS-PAST> 699
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 3,059
<CHARGE-OFFS> 252
<RECOVERIES> 63
<ALLOWANCE-CLOSE> 3,134
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 3,134
</TABLE>
