<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 5TH STREET, N. W.
WASHINGTON, D. C. 20549
_________________________
FORM 10-QSB
(Mark One)
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 OF 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to Commission File No.
0-27624 --------- ---------
RELIANCE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1834823
--------- ----------
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3140 South 27th Street, Milwaukee, Wisconsin 53215
- --------------------------------------------- ----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (414) 671-2222
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 the issuer's classes of common
stock as of the latest practicable date.
Class Outstanding March 31,1997
----- -------------------------
Common Stock, par value $1.00 per share 2,528,499 shares
<PAGE> 2
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
FORM 10-QSB
FOR THE QUARTER ENDED MARCH 31, 1997
INDEX
<TABLE>
<CAPTION>
PAGE NO.
PART I - Financial Information
<S> <C>
Consolidated Statements of Financial Condition 1
Consolidated Statements of Income 2
Consolidated Statements of Stockholders' Equity 3
Consolidated Statements of Cash Flows 4 - 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial Condition
and Results of Operations 7 - 9
PART II - Other Information 10
</TABLE>
<PAGE> 3
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Financial Condition
(Dollars in Thousands)
<TABLE>
<CAPTION>
March 31 June 30,
1997 1996
-------- ---------
(Unaudited)
Assets:
<S> <C> <C>
Cash $ 320 $ 98
Cash equivalent interest-bearing deposits 3,689 3,957
------- -------
Total cash and cash equivalents 4,009 4,055
Investments
Certificates of deposit - at cost 294 294
Investment securities available for sale,
at fair value 9,725 7,882
Investment securities held to maturity
(estimated market value of $4,179 at
March 31, 1997 and $11,161 at
June 30, 1996) 4,189 11,178
Mortgage-backed and related securities
(estimated market value of $758 at
March 31, 1997 and $852 at
June 30, 1996) 713 800
Federal Home Loan Bank stock - at cost 200 157
Loans receivable - net 27,199 22,931
Accrued interest receivable 198 173
Office properties and equipment 92 84
Prepaid expenses and other assets 217 198
------- -------
Total assets $46,836 $47,752
======= =======
Liabilities and Equity:
Deposit accounts $18,045 $18,200
Borrowed funds 6,000 -
Income taxes:
Current 23 5
Deferred 154 94
Accrued and other liabilities:
Interest 23 33
Other 117 72
------- -------
Total liabilities 24,362 18,404
Commitments and contingencies - -
Stockholders' equity:
Common stock, $1.00 par value; 6,000,000 shares authorized;
2,562,344 shares issued 2,562 2,562
Additional paid-in-capital 9,866 17,225
Unearned ESOP compensation (449) (713)
Unrealized gain on securities available for sale, net of
applicable deferred income taxes 335 227
Retained earnings - substantially restricted 10,443 10,047
Treasury stock, at cost, 33,845 shares (283) -
------- -------
Total stockholders' equity 22,474 29,348
------- -------
Total liabilities and stockholders' equity $46,836 $47,752
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE> 4
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Income
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
------------------ ---------------------
1997 1996 1997 1996
---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C>
Interest and dividend income:
Mortgage loans $ 574 $ 479 $ 1,625 $ 1,392
Investment securities 245 121 881 400
Mortgage-backed and related securities 17 19 52 64
Other loans - 1 - 1
Dividends on stock in Federal Home Loan Bank 3 3 8 8
---------- -------- ----------- ----------
Total interest and dividends 839 623 2,566 1,865
---------- -------- ----------- ----------
Interest expense:
Deposits and escrows 225 284 687 869
Notes payable and other borrowings 56 5 77 5
---------- -------- ----------- ----------
Total interest expense 281 289 764 874
---------- -------- ----------- ----------
Net interest income 558 334 1,802 991
Provision for loan losses 6 5 17 16
---------- -------- ----------- ----------
Net interest income after provision for loan loss 552 329 1,785 975
---------- -------- ----------- ----------
Noninterest income:
Gain (loss) on sale of investments - - 2 (3)
Other income - - - 8
Loan fees and service charges 2 2 8 7
---------- -------- ----------- ----------
Total noninterest income 2 2 10 12
---------- -------- ----------- ----------
Operating income 554 331 1,795 987
---------- -------- ----------- ----------
Noninterest expense:
Compensation and benefits 105 92 312 266
Occupancy 8 9 22 25
Advertising 1 2 5 6
Furniture and equipment 2 5 9 18
Federal insurance premiums 3 13 160 38
Professional services 73 5 130 20
Data processing 20 21 54 54
Stationery, communications, and other operating 27 15 74 39
Directors' fees and expenses of directors, officers
and employees 23 21 71 67
---------- -------- ----------- ----------
Total noninterest expense 262 183 837 533
---------- -------- ----------- ----------
Income before income taxes 292 148 958 454
---------- -------- ----------- ----------
Income taxes:
Current 119 62 379 187
Deferred (3) (3) (9) (8)
---------- -------- ----------- ----------
Total income taxes 116 59 370 179
---------- -------- ----------- ----------
Net income $ 176 $ 89 $ 588 $ 275
========== ======== =========== ==========
Net earnings per share $ 0.07 N/A $ 0.24 N/A
========== ======== =========== ==========
Weighted-average shares outstanding 2,442,798 N/A 2,450,478 N/A
========== ======== =========== ==========
Dividends per share $ - N/A $ 3.00 N/A
========== ======== =========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 5
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statement of Stockholders' Equity
(Dollars in Thousands)
<TABLE>
<CAPTION>
UNREALIZED
GAIN OR (LOSS)
ON
SECURITIES
AVAILABLE
FOR SALE, NET
ADDITIONAL UNEARNED OF APPLICABLE
COMMON PAID-IN ESOP DEFERRED
STOCK CAPITAL COMPENSATION INCOME TAXES
------ ---------- ------------ -------------
(unaudited)
<S> <C> <C> <C> <C>
Balance at June 30, 1996 $ 2,562 $ 17,225 $ (713) $ 227
Net income - - - -
Purchase of treasury stock - - - -
Amortization of unearned ESOP compensation - 15 15 -
Change in unrealized gain (loss) on securities
available for sale, net of applicable deferred
income taxes - - - 108
Cash dividend declared - (7,374) 249 -
-------- --------- ------- --------
Balance at March 31, 1997 $ 2,562 $ 9,866 $ (449) $ 335
======== ========= ======= ========
<CAPTION>
TOTAL
RETAINED TREASURY STOCKHOLDERS
EARNINGS STOCK EQUITY
--------- ------- -----------
<S> <C> <C> <C>
Balance at June 30, 1996 $ 10,047 $ - $ 29,348
Net income 588 - 588
Purchase of treasury stock - (283) (283)
Amortization of unearned ESOP compensation - - 30
Change in unrealized gain (loss) on securities
available for sale, net of applicable deferred
income taxes - - 108
Cash dividend declared (192) - (7,317)
--------- ------- ---------
Balance at March 31, 1997 $ 10,443 $ (283) $ 22,474
========= ======= =========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 6
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Dollars in Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
1997 1996
-----------------
(Unaudited)
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 588 $ 275
Adjustments to reconcile net income to net cash provided (used)
by operating activities:
Provision for depreciation 12 22
Provision for loan losses 17 16
Amortization of premiums, discounts and fees - net (59) (20)
ESOP expenses 30 -
Increase (decrease) in income taxes payable 18 (26)
Provision for (reduction of) deferred income taxes (10) (8)
(Increase) decrease in interest receivable (25) 1
Net increase (decrease) in accrued/other liabilities 35 9
Net (increase) decrease in prepaid expense and (19) (260)
other assets
Loss (gain) on investments (2) 3
------- -------
Net cash provided (used) by operating activities 585 12
Cash Flows from Investing Activities:
Purchases of Federal Home Loan Bank stock (43) (5)
Proceeds from sale of Federal Home Loan Bank stock - -
Proceeds from sale/maturities of investment securities 11,644 1,185
Purchase of investment securities (6,315) -
Net (increase) decrease in loans (4,230) (1,329)
Principal payments collected on mortgage-backed
securities 88 150
Purchase of fixed assets (20) -
Investment in real estate in judgment - -
Proceeds from real estate in judgment - -
------- -------
Net cash provided (used) by investing activities 1,124 1
Cash Flows from Financing Activities:
Repayments of short-term borrowing - (400)
Proceeds from short-term borrowing 4,000 400
Proceeds from securities sold under repurchase agreements 3,990 -
Payments on securities sold under repurchase agreements (1,990) -
Increase (decrease) in advance payments by borrowers - (172)
Increase (decrease) in deposit accounts (155) (1,168)
Payment of cash dividend (7,317) -
Proceeds from stock conversion - 8,111
Purchase of treasury stock (283) -
------- -------
Net cash provided (used) by financing activities (1,755) 6,771
------- -------
Increase (decrease) in cash and cash equivalents (46) 6,784
Cash and Cash Equivalents at beginning of period 4,055 777
------- -------
Cash and Cash Equivalents at end of period $ 4,009 $ 7,561
======= =======
</TABLE>
4
<PAGE> 7
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Dollars in Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
1997 1996
-----------------
(Unaudited)
<S> <C> <C>
Supplemental Cash Flow Information:
Cash paid during the period for:
Interest on deposit accounts $ 84 $145
Income taxes 370 213
Interest on borrowings 77 5
Noncash investing activities:
Loans transferred to foreclosed properties and real
estate in judgment - -
Total increase in unrealized gain on securities available
for sale 178 259
</TABLE>
Accounting Policies Note: Cash equivalents include demand deposits at
other financial institutions and the Federal
Home Loan Bank.
See accompanying notes to consolidated financial statements.
5
<PAGE> 8
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
1. The information contained in the accompanying consolidated financial
statements is unaudited. In the opinion of management, the financial
statements contain all adjustments (none of which were other than normal
recurring entries) necessary for a fair statement of the results of
operations for the interim periods. The results of operations for the
interim periods are not necessarily indicative of the results which may be
expected for the entire fiscal year. The accompanying consolidated
financial statements should be read in conjunction with consolidated
financial statements for the year ended June 30, 1996 contained in the
Annual Report to stockholders and as an exhibit filed with Form 10-KSB.
2. A special one-time Federal Deposit Insurance Assessment was assessed
against the Bank as of September 30, 1996. The date of enactment of
legislation by the U.S. Congress to recapitalize the Savings Association
Insurance Fund. The assessment was 65.7 cents per $100 of deposits on
March 31, 1995. For the Bank, this amounted to a charge against earnings
of $144,000. The after-tax impact on earnings amounted to $87,000.
Starting in 1997, deposit insurance premiums are expected to decrease by
approximately 72% due to the recapitalization of the insurance fund.
3. The Company initiated a stock repurchase program upon approval by the
FDIC of up to 5% of common stock issued in the Company's initial common
stock offering. During September 1996, the Company repurchased 33,845
shares of common stock at a price of $8.375 per share.
4. Earnings per share are based on the weighted-average shares outstanding.
Earnings per share are not presented for the nine months ended March 31,
1996, as Reliance Bancshares, Inc. first issued stock on April 18, 1996.
ESOP shares which have been committed to be released are considered
outstanding.
5. The Company announced on October 25, 1996 the Board of Directors of the
Company authorized payment of a special distribution of $3.00 per share
payable on November 15, 1996 to shareholders of record on November 6,
1996. Approximately $0.075 of the per share distribution represents a
taxable dividend and the remaining $2.925 represents a return of capital.
6
<PAGE> 9
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
General
Reliance Bancshares, Inc. (Company) has no significant assets other than common
stock of Reliance Savings Bank (Bank), cash and cash equivalents, securities
and the loan to the ESOP. The Company's principal business is the business of
the Bank. Therefore, the information in the Management's Discussion and
Analysis of Financial Condition and Results of Operations relates to the Bank
and its operations.
Certain statements in this report which relate to the Company's plans,
objectives or future performance, may be deemed to be forward-looking
statements within the meaning of the Private Securities Litigation Act of
1996. Such statements are based on management's current expectations. Actual
strategies and results in future periods may differ materially from those
currently expected because of various risks and uncertainties. Additional
discussion of factors affecting the Company's business and prospects is
contained in periodic filings with the Securities and Exchange Commission.
Lending Activities
The Bank originates first mortgage loans secured by one-to-four family
owner-occupied residences and residential construction loans within the Bank's
primary lending area. All of the Bank's first mortgage loans are originated
for the Bank's own loan portfolio. The Bank originated $7,624,000 mortgage
loans at an average rate of 8.67% during the nine months ended March 31, 1997
compared to $4,848,000 at an average rate of 8.55% during the nine months ended
March 31, 1996. The primary reason for the increase in loan origination volume
is due to the proceeds generated from the mutual to stock conversion of the
Bank on April 18, 1996.
Liquidity and Capital Resources
The Bank's principal sources of funds are cash receipts from deposits,
principal collections on loans and mortgage-backed and related securities,
borrowings, proceeds from maturities of securities, and net earnings. The Bank
has an agreement with the Federal Home Loan Bank to provide cash advances, of
which $4,000,000 are currently outstanding, should the need for additional
funds be required. The financial institution industry historically has
accepted interest rate risk as a part of its operating philosophy. The Bank
continues to actively manage its interest rate risk, with strategies such as
originating mortgage loans which permit adjustment of the interest rate
annually after an initial fixed-rate term of three years in order to reduce
inherent interest rate risk.
The Company made a special distribution of $3.00 per share on November 15, 1996
to shareholders of record on November 6, 1996. Stockholders' Equity was
reduced by approximately $7,300,000 as the result of this payment. It is
anticipated the Company's return on equity will improve as the result of the
distribution while not significantly impairing its strong capital position.
The Bank is required to maintain minimum amounts of capital to total
"risk-weighted" assets, as defined by banking regulators. At March 31, 1997,
the Bank is required to have a minimum of 3% Tier 1 capital to total assets, a
minimum of 4% Tier 1 capital to risk-weighted assets ratio and a minimum 8% of
qualifying total capital to risk-weighted assets ratio. The Bank's actual
ratios at that date were 47.59%, 85.04% and 84.82%, respectively.
Wisconsin-chartered savings banks are also required to maintain a minimum
capital to assets ratio of 6%. The Bank's capital exceed all minimum standards
required by federal and state regulations.
7
<PAGE> 10
For regulatory purposes, liquidity is measured as a ratio of cash and certain
investments to withdrawable deposits and short-term borrowings. The minimum
level of liquidity required by regulation is 8%. The Bank's liquidity ratio
was over 77% at March 31, 1997.
There were no commitments to originate mortgage loans at March 31, 1997.
Financial Condition
Total assets decreased $916,000 to $46,836,000 at March 31, 1997 from
$47,752,000 at June 30, 1996. Investment securities decreased $5,146,000 to
$13,914,000 at March 31, 1997 from $19,060,000 at June 30, 1996 and cash and
cash equivalent deposits decreased $46,000 to $4,009,000 at March 31, 1997 from
$4,055,000 at June 30, 1996. The decrease in these funds and the $6,000,000 in
funds borrowed during the nine months ended March 31, 1997 were primarily as a
result of the $7,317,000 return of capital distribution and a $2,776,000
increase in loan originations.
Proceeds from the sale and maturity of securities were also used to fund loans
and purchase securities. An unrealized gain on securities available for sale,
net of tax effect, of $335,000 has been recognized as a component of
stockholder's equity as of March 31, 1997. Debt securities of the Company
remain in the held to maturity classification. Stockholders' equity is
expected to increase or decrease in the future to the extent, net of income tax
effect, that the market value of securities held for sale increase or decrease.
Accrued interest on loans and securities decreased and accrued interest on
certificates of deposit decreased due to timing of interest receipts. Other
assets and income taxes payable fluctuated due to timing of corporate income
tax payments. Advances from borrowers for taxes and insurance are no longer
required by the Bank.
Net Earnings
The Company had net earnings of $588,000 for the nine months ended March 31,
1997 compared to net earnings of $275,000 for the nine months ended March 31,
1996. The primary reason for the improvement in net earnings was due to
increased income on loans and investment securities, offset by higher federal
insurance premiums, higher professional services, and higher compensation
related to stock benefit plans. The Bank established an Employee Stock
Ownership Plan (ESOP) in connection with the conversion from mutual to stock
form. Net earnings for the nine months ended March 31, 1997 was also affected
by lower interest expense and lower noninterest income.
Net earnings increased $87,000 to $176,000 for the three months ended March 31,
1997 compared to $89,000 for the three months ended March 31, 1996. The
primary reason for the improvement was due to increased income on investment
securities and loans along with a decrease in interest expense on deposits
offset by higher professional services, and higher compensation related to
stock benefit plans.
The federal insurance premiums are a special one-time, industry-wide assessment
by the Federal Deposit Insurance Corporation (FDIC) to recapitalize the Savings
Association Insurance Fund (SAIF) at a rate of 65.7 basis points per $100 of
SAIF-assessable deposits held as of March 31, 1995. After the assessment, the
SAIF insurance premium will be reduced from 23 basis points to 6.4 basis points
per $100 of SAIF-assessable deposits for the years 1997 through 1999, with a
further reduction in the premium to 2.43 basis points per $100 of
SAIF-assessable deposits scheduled to begin in the year 2000. The special
assessment resulted in an after-tax charge to net income of $87,000, or $0.04
per share, for the nine months ended March 31, 1997.
Net Interest Income
Net interest income increased from $991,000 for the nine months ended March 31,
1996 to $1,802,000 for the nine months ended March 31, 1997. Net interest
income increased from
8
<PAGE> 11
$334,000 for the three months ended March 31, 1996 to $558,000 for the three
months ended March 31, 1997. The increase in interest income was due to higher
interest income on loans and investment securities. Interest income on loans
increased as a result of a higher portfolio average balance. Interest income
on investment securities increased due to a large increase in the average
balance as a result of Conversion proceeds being invested, which offset a lower
portfolio yield. Interest expense on deposits decreased for the three months
and for the nine months ended March 31, 1997 as compared to the same period in
1996 due to a lower average balance and a lower weighted-average rate.
Provision for Loan Losses
Provision for loan losses is based upon management's consideration of economic
conditions which may affect the ability of borrowers to repay the loans.
Management also reviews individual loans for which full collectibility may not
be reasonably assured and considers, among other matters, the risks inherent in
the Bank's portfolio and the estimated fair value of the underlying collateral.
This evaluation is ongoing and results in variations in the Bank's provision
for loan losses. There were no nonperforming loans at March 31, 1997 and 1996,
respectively. As a result of this evaluation, the Bank's provision for loan
losses for the nine months ended March 31, 1997 and 1996 amounted to $17,000
and $16,000, respectively. The Bank's provision for loan losses for the three
months ended March 31, 1997 and 1996 amounted to $6,000 and $5,000,
respectively.
Noninterest Income
Noninterest income decreased from $12,000 for the nine months ended March 31,
1996 to $10,000 for the nine months ended March 31, 1997 and noninterest income
was $2,000 for the three months ended March 31, 1996 and 1997.
Noninterest Expense
Noninterest expense increased from $533,000 for the nine months ended March 31,
1996 to $837,000 for the nine months ended March 31, 1997. The majority of the
increase resulted from the special one-time FDIC assessment of $144,000.
Deposit insurance premiums are expected to decrease substantially in future
periods. Professional services increased from $20,000 in for the nine months
ended March 31, 1996 to $130,000 for the nine months ended March 31, 1997. The
1997 professional fees include initial services for stock benefit plans and
assistance with periodic security filings. Management expects ongoing
professional fees to be reduced from the 1997 level. Compensation and benefits
increased from $266,000 for the nine months ended March 31, 1996 to $312,000
for the nine months ended March 31, 1997 due to implementation of the ESOP in
connection with the stock conversion.
Noninterest expense increased from $183,000 for the three months ended March
31, 1996 to $262,000 for the three months ended March 31, 1997. The primary
reason for the increase was due to an increase in compensation and benefits due
to the implementation of the ESOP and an increase in professional services.
Professional services increased from $5,000 for the three months ended March
31, 1996 to $73,000 for the three months March 31, 1997 as the result of
increased services for the stock benefit plans and assistance with periodic
security filings.
Income Taxes
Income taxes fluctuated due to the level of pre-tax earnings.
9
<PAGE> 12
RELIANCE BANCSHARES INC. AND SUBSIDIARY
PART II - Other information
Item 1 - Legal Proceeding
There are no material legal proceedings to which the Holding Company or the
Bank is a party or of which any of their property is subject. From time to
time, the Bank is a party to various legal proceedings incident to its
business.
Item 2 - Changes in Securities
None.
Item 3 - Defaults upon Senior Securities
Not applicable.
Item 4 - Submission of Matters to a 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: No reports on Form 8-K have been filed during the
quarter for which this report is filed.
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.
RELIANCE BANCSHARES, INC.
(Registrant)
Date: April 25, 1997 BY: ____________________________________
Allan T. Bach, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
Date: April 25, 1997
BY: ____________________________________
Carol A. Barnharst, Vice-President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
10
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 320
<INT-BEARING-DEPOSITS> 3,689
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 9,725
<INVESTMENTS-CARRYING> 4,902
<INVESTMENTS-MARKET> 4,937
<LOANS> 27,199
<ALLOWANCE> 142
<TOTAL-ASSETS> 46,836
<DEPOSITS> 18,045
<SHORT-TERM> 6,000
<LIABILITIES-OTHER> 317
<LONG-TERM> 0
0
0
<COMMON> 2,562
<OTHER-SE> 19,912
<TOTAL-LIABILITIES-AND-EQUITY> 46,836
<INTEREST-LOAN> 1,625
<INTEREST-INVEST> 941
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 2,566
<INTEREST-DEPOSIT> 687
<INTEREST-EXPENSE> 764
<INTEREST-INCOME-NET> 1,802
<LOAN-LOSSES> 17
<SECURITIES-GAINS> 837
<EXPENSE-OTHER> 958
<INCOME-PRETAX> 0
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 588
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
<YIELD-ACTUAL> 2.50
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 137
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 142
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 142
</TABLE>
