<PAGE>
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
For transition period from__________ to___________
Commission file number 0-27464
BROADWAY FINANCIAL CORPORATION
------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 95-4547287
---------------------- ---------------------------------
(State of Incorporation) (IRS Employer Identification No.)
4835 West Venice Boulevard, Los Angeles, California 90019
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(Address of Principal Executive Offices)
(213) 931-1886
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 840,188 shares of the
Company's Common Stock, par value $.01 per share, were issued and oustanding
as of April 30, 1997.
--------------
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]
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<PAGE>
INDEX
PART I-- FINANCIAL INFORMATION
Item 1. Financial Statements Page
----
Consolidated Balance Sheets as
of March 31, 1997 (unaudited)
and December 31, 1996 3
Consolidated Statements of
Operations (unaudited) for
the three months ended
March 31, 1997 and March 31, 1996 4
Consolidated Statements of
Cash Flows (unaudited) for the
three months ended March 31, 1997
and March 31, 1996 5
Notes to Consolidated Financial
Statements 7
Item 2. Management's Discussion and
Analysis of Operations 9
PART II-- OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote
of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
2
<PAGE>
BROADWAY FINANCIAL CORPORATION
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31,
1997 DECEMBER 31,
(UNAUDITED) 1996
----------- ------------
<S> <C> <C>
ASSETS:
Cash and Federal funds sold...................................... $ 5,340 $ 5,180
Investment securities, held to maturity.......................... 8,874 10,371
Loans receivable, net............................................ 98,808 96,260
Accrued interest receivable...................................... 759 733
Investment in real estate........................................ 99 --
Real estate acquired through foreclosure......................... 1,226 933
Investments in capital stock of Federal Home Loan Bank, at cost.. 890 876
Office properties & equipment, net............................... 2,252 2,052
Income tax receivable............................................ 291 426
Other assets..................................................... 224 265
--------- ---------
Total Assets.................................................. $ 118,763 $ 117,096
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Savings deposits ................................................ $ 103,724 $ 101,994
Advance payments by borrowers for taxes and insurance............ 4 161
Deferred income taxes............................................ 409 452
Other liabilities................................................ 974 845
--------- ---------
Total Liabilities............................................. 105,111 103,452
Stockholders' equity:
Preferred nonconvertible, non-cumulative, and non-voting
stock, $.01 par value, authorized 1,000,000 shares; isued
and outstanding 91,073 shares at March 31, 1997............... 1 1
Additional paid-in capital....................................... 910 910
Common Stock, $.01 par value, authorized 3,000,000 shares;
issued and outstanding 892,688 shares at March 31, 1997......... 9 9
Additional paid-in capital....................................... 8,207 8,207
Retained Earnings-substantially restricted....................... 5,088 5,080
Unearned Employee Stock Ownership Plan shares.................... (563) (563)
--------- ---------
Total stockholders' equity....................................... 13,652 13,644
--------- ---------
Total liabilities and stockholders'equity........................ $ 118,763 $ 117,096
--------- ---------
--------- ---------
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE>
BROADWAY FINANCIAL CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1997 1996
(UNAUDITED) (UNAUDITED)
----------- -----------
<S> <C> <C>
Interest Income:
Interest on loans receivable............................ $ 2,039 $ 1,907
Interest on investment securities....................... 157 213
Interest on mortgage backed securities.................. 6 16
Other interest income................................... 14 11
--------- ---------
Total interest income................................. 2,216 2,147
Interest on savings deposits............................... 935 863
--------- ---------
Net interest income before provision for loan losses.. 1,281 1,284
Provision for loan losses.................................. 30 55
--------- ---------
Net interest income after provision for loan losses... 1,251 1,229
Noninterest income:
Service charges............................................ 83 75
Real estate operations, net................................ (15) (40)
Write-down on valuation of loans held for sale............. -- (16)
Other noninterest income................................... 5 18
--------- ---------
73 37
--------- ---------
Noninterest expense:
Compensation and benefits............................... 575 488
Occupancy expense, net.................................. 222 228
Advertising and promotional expense..................... 45 65
Professional services................................... 23 11
Federal insurance premiums.............................. 12 64
Insurance bond premiums................................. 29 24
Other noninterest expense............................... 307 208
--------- ---------
1,213 1,088
--------- ---------
Earnings before income taxes ........................... 111 178
Income taxes............................................... 48 64
--------- ---------
Net earnings (Loss)..................................... $ 63 $ 114
--------- ---------
--------- ---------
Per share information
Number of shares........................................ 892,688 892,688
Earnings per share...................................... $.07 $.13
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE>
BROADWAY FINANCIAL CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
March 31, March 31,
1997 1996
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 63 $ 114
-------- -------
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation 41 43
Amortization of net deferred loan origination fees 12 (9)
Amortization of discounts and premium on securities (2) (4)
Federal Home Loan Bank stock dividends (14) (11)
Loss (Gain) on sale of real estate owned 1 (14)
Gain on sale of loans receivable held for sale -- (4)
Write-down on valuation of loans held for sale -- 16
Provision for loan losses 30 55
Provision for write-downs and losses on real estate 10 24
Proceeds from sale of loans receivable held for sale -- 221
Increase in accrued interest receivable (26) (39)
Decrease in income tax receivable 92 91
Decrease in other assets 41 297
Increase in other liabilities 120 132
-------- -------
Total adjustments 305 798
-------- -------
Net cash provided by operating activities 368 912
-------- -------
Cash flows provided by (used in) investing activities:
Loans originated, net of refinances (3,759) (2,003)
Loans purchased (1,833) (8)
Principal repayment on loans 2,667 1,099
Increase (Decrease) in loans in process (6) 84
Increase in mortgage-backed securities -- (2,787)
Decrease in loan receivable held for sale -- 227
Increase in investment in real estate (99) --
Purchases of investment securities held to maturity -- (3,989)
Proceeds from maturities of investment securities
held to maturity 1,499 2,000
Capital expenditures for office properties and
equipment (241) (34)
Proceeds from sale of real estate acquired through
foreclosure 47 210
-------- -------
Net cash used in investing activities (1,725) (5,201)
-------- -------
</TABLE>
(Continued)
5
<PAGE>
BROADWAY FINANCIAL CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
March 31, March 31,
1997 1996
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
Net increase (decrease) in savings deposits 1,730 (11,031)
Preferred stock subscribed -- 911
Common stock subscribed -- 8,153
Dividends declared (56) (56)
Unearned Employee Stock Ownership Plan -- (625)
Decrease in advances by borrowers for taxes and
insurance (157) (121)
-------- -------
Net cash provided by (used in) financing activities 1,517 (2,769)
-------- -------
Net increase (decrease) in cash and cash equivalents 160 (7,058)
Cash and cash equivalents at beginning of year 5,180 17,761
-------- -------
Cash and cash equivalents at end of year $ 5,340 $10,703
-------- -------
-------- -------
Supplemental disclosure of cash flow information:
Cash paid for interest expense $ 937 $ 887
Cash paid for income taxes -- 90
-------- -------
-------- -------
Supplemental disclosure of noncash investing and
financing activities:
Additions to real estate acquired through
foreclosure 356 413
Loans to facilitate the sale of real estate acquired
through foreclosure -- 157
</TABLE>
See Notes to Consolidated Financial Statements
6
<PAGE>
BROADWAY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
1. In the opinion of management of Broadway Financial Corporation (the
"Company"), the preceding unaudited consolidated financial statements
contain all material adjustments (consisting of recurring accruals and
standard allowance for loan losses) necessary to present fairly the
consolidated financial position of the Company at March 31, 1997 and the
results of its operations for the three months ended March 31, 1997 and
1996 and its cash flows for the three months ended March 31, 1997 and
1996. These consolidated financial statements do not include all
disclosures associated with the Company's annual financial statements
included in its annual report on Form 10-KSB for the year ended December
31, 1996 and, accordingly, should be read in conjunction with such
audited statements.
2. The results of operations for the three months ended March 31, 1997 are
not necessarily indicative of the results to be expected for the full
year.
3. RECENT ACCOUNTING PRONOUNCEMENTS
ACCOUNTING FOR STOCK-BASED COMPENSATION - In October 1995, the FASB
issued SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS
No. 123"). SFAS No. 123 provides a choice of accounting methods and
requires additional disclosures for stock-based employee compensation
plans. SFAS No. 123 defines a fair value-based method of accounting for
an employee stock option or similar equity instrument. However, it also
allows for the continued use of the intrinsic value-based method of
accounting as prescribed by Accounting Principles Board Opinion (APB)
No. 25, "Accounting for Stock Issued to Employees." Regardless of the
method used to account for stock-based compensation, SFAS No. 123
requires all financial statements to include disclosures of the fair
value of such compensation. SFAS No. 123 must be adopted for financial
statements for fiscal years beginning after December 15, 1995. In
connection with the conversion of the Company's principal subsidiary
from mutual to stock form , the Board of Directors of the Company has
adopted certain stock-based compensation plans. Stockholder approval of
the plans was obtained at the Company's Annual Meeting held on July 3,
1996. The Company will account for such plans under APB Opinion 25 and
make the appropriate disclosures required under SFAS No. 123. The
Company does not believe that such adoption and accounting has any
adverse impact on its financial condition or results of operations.
7
<PAGE>
EARNINGS PER SHARE - In February 1997, the Financial Accounting
Standards Board issued Statement No. 128, "Earnings per Share" ("SFAS
No. 128"), which is required to be adopted on December 31, 1997. At
that time, the Company will be required to change the method currently
used to compute earnings per share ("EPS") and, if applicable, restate
all prior periods. Under the new requirements for calculating primary
EPS, the dilutive effect of common stock equivalents (i.e. options,
warrants and convertible securities) will be excluded. Thus, the basic
EPS calculation under the guidance of SFAS No. 128 will be to divide net
income available to common stockholders by the weighted average common
shares outstanding. As the company does not have any outstanding common
stock equivalents, there is no impact on the Company's calculation of
primary and fully diluted EPS based on the method outlined in SFAS No.
128 for the first quarters ended March 31, 1997 and 1996.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
GENERAL
Broadway Financial Corporation (the "Company") was incorporated under
Delaware law on September 25, 1995 for the purpose of acquiring and holding
all of the outstanding capital stock of Broadway Federal Bank, f.s.b.
("Broadway Federal" or "Bank") as part of the Bank's conversion from a
federally chartered mutual savings association to a federally chartered stock
savings bank (the "Conversion"). The Conversion was completed, and the Bank
became a wholly owned subsidiary of the Company, on January 8, 1996.
The Company's principal business is serving as a holding company for Broadway
Federal. The Company's and Broadway Federal's results of operations are
dependent primarily on net interest income, which is the difference between
the interest income earned on its interest-earning assets, such as loans and
investments, and the interest expense on interest-bearing liabilities, such
as deposits and borrowings. The Bank also generates recurring non-interest
income such as transactional fees on its loan and deposit portfolios. The
Company's operating results are also affected by the amount of the Bank's
general and administrative expenses, which consist principally of employee
compensation and benefits, occupancy expense, federal deposit insurance
premiums, and by its periodic provisions for loan losses. More generally,
the results of operations of thrift and banking institutions are also
affected by prevailing economic conditions, competition, and the monetary and
fiscal policies of governmental agencies.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND
MARCH 31, 1996
GENERAL
The Company recorded net earnings of $63,000 for the three months ended March
31, 1997, as compared to net earnings of $114,000 for the three months ended
March 31, 1996. The first quarter results included a $135,000 pretax loss
resulting from a burglary in one of the Bank's branch offices in February
1997. Excluding such burglary loss the Company would have recorded first
quarter net earnings of $140,000. First quarter net earnings also resulted
from a number of other offsetting factors which included higher interest
income, higher interest on savings deposits, lower provision for loan losses,
higher noninterest income and higher noninterest expense.
9
<PAGE>
INTEREST INCOME
Interest income increased by $69,000 during the three months ended March 31,
1997 as compared to the same period a year ago. This increase was primarily
the result of an increase in average assets of $4.3 million, to $118.0
million for the three months ended March 31, 1997 from $113.7 million for the
same period in the prior year. The increase in assets during the three
months ended March 31, 1997 was funded by an increase in savings deposits for
the period. The increase in average assets resulted from the Company's focus
on increasing its loan portfolio, as well as a planned increase in its
investment securities.
INTEREST ON SAVINGS DEPOSITS
Interest on savings deposits increased by $72,000 during the three months
ended March 31, 1997 as compared to the same period a year ago. The increase
in interest on savings deposits was due to an increase in average deposits of
$1.2 million, to $102.7 million for the three months ended March 31, 1997
from $101.5 million during the same period in 1996. The increase in interest
on savings deposits also reflects the rising interest rate environment as the
average cost of deposits increased 25-basis points, from 3.40% for the three
months ended March 31, 1996 to 3.65% for the three months ended March 31,
1997.
PROVISION FOR LOAN LOSSES
The provision for loan losses decreased by $25,000, from $55,000 for the
three months ended March 31, 1996 to $30,000 for the three months ended March
31, 1997. The decrease in the provision for loan losses was due primarily to
higher specific reserves having been established for problem loans during the
three months ended March 31, 1996 as compared to the same period during 1997.
In March 1996, specific reserves totalling $38,000 were established on three
loans. The property securing one of these loans has been foreclosed upon and
recorded as real estate acquired through foreclosure ("REO").
Total non-performing assets, consisting of non-accrual loans and REO,
increased by $110,000, from $2.7 million at March 31, 1996 to $2.8 million at
March 31, 1997. The $110,000 increase resulted from an increase in
non-accrual loans of $896,000 offset by a decrease in REO of $786,000.
Non-performing assets at December 31, 1996 totalled $2.8 million, consisting
of $1.9 in non-accrual loans and $933,000 in REO properties. As a percentage
of total assets, nonperforming assets were 2.42% at March 31, 1997, compared
to 2.40% and 2.39% at March 31, 1996 and December 31, 1996, respectively.
Since December 1996, non-accrual loans have decreased $223,000 to $1.6
million and REO have increased $293,000 to $1.2 million, respectively.
Non-accrual loans at March 31, 1997 included seven loans totalling $765,000
secured by one- to four-unit properties, three loans totalling
10
<PAGE>
$637,000 secured by multi-family properties, one loan totalling $223,000
secured by a nonresidential property and two fully reserved non-mortgage
loans totalling $24,000.
As of March 31, 1997 the Company's allowance for loan losses totaled $1.2
million, representing a $20,000 increase over the balance at December 31,
1996. The allowance for loan losses represents 1.18% of total loans at March
31, 1997, as compared to 1.19% of total loans at December 31, 1996. During
the quarter the allowance for loan losses was increased by the $30,000 direct
charge to the Company's provision for loan losses, offset by a $10,000
write-off of a portion of a loan that was transferred to REO. The allowance
for loan losses was 72.32% of non-accrual loans at March 31, 1997, compared
to 62.65% at December 31, 1996. As of March 31, 1997 management believes
that the allowance for loans losses is adequate to cover inherent losses in
its loan portfolio, however, there can be no assurance that such losses will
not exceed the estimated amounts.
NONINTEREST INCOME
Noninterest income increased by $36,000, from $37,000 for the three months
ended March 31, 1996 to $73,000 for the same period during 1997. The
increase was due to a number of offsetting factors. Service fees on savings
accounts increased $8,000, from $75,000 during the three months ended March
31, 1996 to $83,000 for the same period in 1997. The increase resulted
primarily from higher fees earned from returned checks on customers checking
accounts. In addition, write-downs, expenses and write-offs related to the
operation and sale of REO were $15,000 during the first three months of 1997
as compared to $40,000 during the same period in 1996. The higher 1996 loss
was the result of a direct write-off to reduce the carrying amount of REO to
the fair value of the real estate. The "Write-down on Valuation of Loans
Held For Sale" was zero for the three months ended March 31, 1997, as
compared to a loss of $16,000 for the three months ended March 31, 1996 as
the Company had no loans classified as held for sale at March 31, 1997.
Finally, other noninterest income decreased from $18,000 for the three months
ended March 31, 1996 to $5,000 for the same period in 1997, primarily as a
result of the recognition of nonrecurring income, including recoveries during
the first three months of 1996, relating to defaults on loans, that did not
recur during the same period in 1997.
NONINTEREST EXPENSE
Noninterest expense increased $125,000, from $1.1 million for the three
months ended March 31, 1996 to $1.2 million for the same period in 1997. The
increase in noninterest expense was due primarily to increase in compensation
and benefits, professional service and other noninterest expense, offset by
decrease in occupancy expense, advertising and promotional expense, and
federal insurance premiums. Compensation and benefits increased $87,000,
from $488,000 to $575,000, due to general salary increases during the year
and an increase in the number of staff.
11
<PAGE>
Occupancy expense, including depreciation and repair and maintenance costs on
fixed assets, decreased $6,000, from $228,000 to $222,000, due to the
elimination of rent expense when Broadway Federal relocated its Inglewood
California branch to a newly owned facility in the first quarter of 1997.
Advertising and promotional expense decreased $20,000, from $65,000 to
$45,000 as a result of decreased promotional activities during the first
three months of 1997. Professional service expense increased $12,000, from
$11,000 to $23,000, due to an increase in the use of outside consultants and
other professionals. Federal insurance premiums decreased $52,000, from
$64,000 to $12,000 due to an insurance rate reduction after the payment of a
one-time assessment fee imposed by FDIC in 1996. The $99,000 increase in
other noninterest expense is primarily attributable to the $135,000 burglary
loss incurred in February 1997. The Company is working with local law
enforcement agencies in investigating the burglary. As a result of the
burglary the Company has enhanced its security controls including training
and surveillance activities. Management anticipates that $85,000 of the loss
will be recovered from insurance proceeds, and the remaining $50,000 of the
loss, representing the Company's deductible under its Fidelity Bond policy,
will be recovered from subrogation activities by the insurance carrier.
The statement above is a forward looking statement within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The anticipated proceeds is subject to filing of a
claim and determination by the insurance carrier that the loss is covered by
the Bank's Financial Institution Bond and the successful subrogation efforts
by the insurance carrier and the Company.
INCOME TAXES
Income tax expense decreased from $64,000 for the three months ended March
31, 1996 to $48,000 for the same period in 1997. The decrease in income
taxes was the result of the decrease in earnings before income taxes during
the three months ended March 31, 1997 compared to the same period ended March
31, 1996.
COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 1997 AND DECEMBER 31, 1996
Total assets at March 31, 1997 were $118.8 million compared to $117.1 million
at December 31, 1996, representing an increase of $1.7 million. The increase
in total assets was funded primarily from additional savings deposits made
during the period, and by $1.5 million maturities from investment securities.
Net loans receivable increased from $96.3 million at December 31, 1996 to
$98.8 million at March 31, 1997 as a result of $3.8 million in new loan
originations, a $1.8 million in loan purchase, offset by $2.7 million in
principal repayments and $400,000 in loans transferred to foreclosure.
Total liabilities at March 31, 1997 were $105.1 million compared to $103.5
million
12
<PAGE>
at December 31, 1996. The $1.6 million increase is primarily attributable to
the increase in savings deposits.
Total capital at March 31, 1997 was $13.6 million an increase of $8,000 from
December 31, 1996. The increase resulted from $63,000 in earnings for the
quarter, net of a dividend declared.
SUBSEQUENT EVENTS
Subsequent to the end of the first quarter, on April 16, 1997 and April 17,
1997 the Company acquired 2,500 shares and 50,000 shares, respectively, of
its Common Stock, representing 5.881% of the total outstanding stock. The
acquired shares will be used for the Bank's benefit plans and to redeem a
portion of the Company's Series A Preferred Stock.
13
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 SUBMISSION OF MATTERS TO VOTE OF SECURITY
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
14
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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.
BROADWAY FINANCIAL CORPORATION
Date: May 9, 1997 By:
------------------- ----------------------------------
Paul C. Hudson
President and Chief Executive Officer
By:
----------------------------------
Bob Adkins
Secretary and Chief Financial Officer
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PROCEEDING CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,308
<INT-BEARING-DEPOSITS> 132
<FED-FUNDS-SOLD> 3,900
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 8,874
<INVESTMENTS-MARKET> 8,773
<LOANS> 100,002
<ALLOWANCE> (1,194)
<TOTAL-ASSETS> 118,763
<DEPOSITS> 103,724
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,430
<LONG-TERM> 0
0
911
<COMMON> 8,216
<OTHER-SE> (563)
<TOTAL-LIABILITIES-AND-EQUITY> 118,763
<INTEREST-LOAN> 2,039
<INTEREST-INVEST> 163
<INTEREST-OTHER> 14
<INTEREST-TOTAL> 2,216
<INTEREST-DEPOSIT> 935
<INTEREST-EXPENSE> 935
<INTEREST-INCOME-NET> 1,281
<LOAN-LOSSES> 30
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 0
<INCOME-PRETAX> 111
<INCOME-PRE-EXTRAORDINARY> 111
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 111
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0
<YIELD-ACTUAL> .083
<LOANS-NON> 1,651
<LOANS-PAST> 0
<LOANS-TROUBLED> 24
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,174
<CHARGE-OFFS> 11
<RECOVERIES> 1
<ALLOWANCE-CLOSE> 1,194
<ALLOWANCE-DOMESTIC> 1,194
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 270
</TABLE>
