U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter period ended June 30, 1997
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
For the transition period from to
--------- ---------
Commission File No. 0-28200
Westwood Financial Corporation
------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-3413572
-----------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700-88 Broadway, Westwood, New Jersey 07675
-------------------------------------------
(Address of principal executive offices)
201-666-5002
------------
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Sections
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.
Class: Common Stock, par value $0.10 per share
Outstanding shares at August 6, 1997: 645,241
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE>
WESTWOOD FINANCIAL CORPORATION
INDEX TO FORM 10-QSB
Page
----
PART 1. FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Consolidated statements of Financial Condition at June
30, 1997 (unaudited) and March 31, 1997 2
Consolidated Statements of income for the three months
ended June 30, 1997 and 1996 (unaudited) 3
Consolidated Statements of Cash Flows for the three months
ended June 30, 1997 and 1996 (unaudited) 4
Notes to Consolidated Financial
Statements (unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Default Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES
Page 1 of 14
<PAGE>
WESTWOOD FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in Thousands)
<TABLE>
<CAPTION>
JUNE 30, 1997 MARCH 31, 1997
------------- --------------
ASSETS
------
<S> <C> <C>
Cash and cash equivalents ............................ $ 6,764 $ 5,408
Loans receivable, net ................................ 41,161 40,340
Interest receivable on loans ......................... 259 256
FHLB stock, at cost .................................. 576 576
Mortgage-backed securities held-to-maturity,
(market value of $18,991 and $19,581, respectively) 18,907 19,728
Investment securities held-to-maturity,
(market value of $40,818 and $38,124, respectively) 41,155 38,903
Investment securities available-for-sale,
(at market value) .................................. 2 2
Interest receivable on investments ................... 669 852
Property and equipment, net .......................... 725 734
Goodwill ............................................. 1,108 1,132
Prepaid expenses and other assets .................... 68 50
--------- ---------
TOTAL ASSETS .................................. $ 111,394 $ 107,981
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities:
Demand deposits .................................... $ 15,658 $ 13,111
Savings deposits ................................... 75,194 74,622
Interest payable on deposits ....................... 144 124
Loans and advances payable ......................... 10,000 10,000
Other liabilities .................................. 199 142
Dividends payable .................................. 32 32
--------- ---------
Total Liabilities
101,227 98,031
--------- ---------
Commitments and Contingencies ........................ -- --
Shareholders' equity:
Common stock ....................................... 65 65
Paid in capital .................................... 3,212 3,212
Retained earnings .................................. 6,958 6,753
Unearned stock bonus plan shares ................... (68) (80)
--------- ---------
Total Shareholders' Equity .................... 10,167 9,950
--------- ---------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY ........................ $ 111,394 $ 107,981
========= =========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
WESTWOOD FINANCIAL CORPORATION AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands)
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE MONTHS THREE MONTHS
ENDED ENDED
JUNE 30, 1997 JUNE 30, 1996
------------- -------------
<S> <C> <C>
INTEREST INCOME
Loans receivable ................................... $ 786 $ 711
Mortgage-backed securities ......................... 344 224
Investment securities, including O/N deposits ...... 743 567
Dividends on FHLB stock ............................ 9 7
------ ------
Total interest income ......................... 1,882 1,509
INTEREST EXPENSE
Deposits ........................................... $ 953 $ 844
Borrowings ......................................... 149 0
------ ------
Net interest income ................................ 780 665
Provision for loan losses .......................... 8 35
------ ------
Net interest income after
provision for loan losses ..................... 772 630
NONINTEREST INCOME
Miscellaneous charges and fees ..................... 41 28
Late charges ....................................... 2 2
------ ------
Total noninterest income ...................... 43 30
NONINTEREST EXPENSE
Compensation and employee benefits ................. 179 166
FDIC insurance and regulatory expenses ............. 22 46
Depreciation and amortization ...................... 41 40
Data Processing .................................... 34 34
Occupancy .......................................... 29 28
Other .............................................. 126 88
------ ------
Total noninterest expense ..................... 431 402
------ ------
INCOME BEFORE INCOME TAXES .............................. 384 258
INCOME TAX EXPENSE ...................................... 147 89
------ ------
NET INCOME .............................................. $ 237 $ 169
====== ======
Earnings Per Share ...................................... $ 0.37 $ NM
====== ======
</TABLE>
NM - Not meaningful as a result of the conversion and reorganization completed
on June 6, 1996.
See notes to consolidated financial statements.
3
<PAGE>
WESTWOOD FINANCIAL CORPORATION AND SUBSIDIARY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30, 1997 JUNE 30, 1996
------------- -------------
<S> <C> <C>
INTEREST OPERATING ACTIVITIES
NET INCOME ............................................. $ 237 $ 169
======= =======
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization ........................ 17 16
Amortization of goodwill ............................. 24 24
Amortization of stock-bonus plan ..................... 12 12
Provision for loan losses ............................ 8 35
Loss on the sale of securities ....................... 0 0
(INCREASE) DECREASE IN ASSETS:
Interest receivable .................................. 180 (71)
Prepaid income taxes ................................. 0 23
Prepaid expenses ..................................... (18) 193
INCREASE (DECREASE) IN LIABILITIES:
Interest payable ..................................... 20 12
Corporate taxes payable .............................. 107 65
Deferred income ...................................... 0 0
Accrued expenses ..................................... (50) 109
------- -------
TOTAL ADJUSTMENTS .............................. 300 418
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES ...... 537 587
------- -------
INVESTING ACTIVITIES:
Loans made of net repayments ......................... (829) (2,401)
Purchase of investments - net of sales ............... (1,431) (1,469)
Acquisition of goodwill .............................. 0 0
Purchases of office property and equipment ........... (8) (31)
------- -------
NET CASH USED BY INVESTING ACTIVITIES .......... (2,268) (3,901)
------- -------
FINANCING ACTIVITIES:
Net increase in demand accounts, passbook
savings accounts, certificates of deposit,
and individual retirement accounts ................. 3,119 1,087
Proceeds from sale of stock, net of conversion costs . 0 3,428
Dividends paid ....................................... (32) 0
Loan Proceeds received ............................... 0 0
Purchase of treasury stock ........................... 0 0
------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES ........ 3,087 4,515
------- -------
INCREASE (DECREASE) IN CASH EQUIVALENTS ............. 1,356 1,201
CASH AND CASH EQUIVALENTS - Beginning of period ..... 5,408 5,208
------- -------
CASH AND CASH EQUIVALENTS - End of period ........... $ 6,764 $ 6,409
======= =======
SUPPLEMENTAL DISCLOSURES RELATED TO THE
CONSOLIDATED STATEMENT OF CASH FLOW
CASH PAID DURING THE PERIOD FOR:
Interest on deposits .................................. $ 958 $ 832
Income taxes .......................................... $ 40 $ 0
</TABLE>
4
<PAGE>
Westwood Financial Corporation
Notes to Consolidated Financial Statements
The consolidated financial statements include the accounts of Westwood Financial
Corporation (the "Company") and its wholly owned subsidiary. Westwood Savings
Bank (the "Savings Bank"). All significant intercompany balances and
transactions have been eliminated in consolidation.
These consolidated financial statements were prepared in accordance with
instructions for Form 10-QSB and therefore, do not include all disclosures
necessary for a complete presentation of the statement of financial condition,
statement of operations, and statement of cash flows in conformity with
generally accepted accounting principles. However, all adjustments which are, in
the opinion of management, necessary for the fair presentation of the interim
financial statements have been included and all such adjustments are of a normal
recurring nature. The results of operations for the three months ended June 30,
1997 are not necessarily indicative of the results that may be expected for the
fiscal year March 31, 1998 or any other interim period.
The statements should be read in conjunction with the consolidated statements
and related notes which are incorporated by reference in the Company's Annual
Report on Form 10-KSB for the year ended March 31, 1997.
EARNINGS PER SHARE
In February 1997 the Financial Accounting Standards Board issued SFAS No. 128,
Earnings per Share. This statement, which is effective for fiscal years ending
after December 15, 1997, will require an institution to change the method by
which it calculates earnings per share. Earlier application of this statement is
not permitted, however, pro forma earnings per share amounts computed using SFAS
No. 128 is permitted. This statement will not have a material effect upon the
Company's calculation of earnings per share.
5
<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Westwood Financial Corporation, Inc. (the "Corporation") is a New Jersey
corporation organized in December 1995 at the direction of the Board of
Directors of the Westwood Savings Bank of New Jersey (the "Bank") to facilitate
the conversion of Bergen North Financial, M.H.C. (the "Mutual Holding company")
from the mutual to stock form of ownership and to acquire and hold all of the
capital stock of the Bank (collectively, the "Conversion and Reorganization").
Prior to the consummation of the Conversion and Reorganization, the Mutual
Holding Company was the majority stockholder of the Bank and upon consummation
of the Conversion and Reorganization, the Mutual Holding Company was merged with
and into the Bank. The Corporation acquired the Bank as a wholly-owned
subsidiary upon the consummation of the Conversion and Reorganization on June 6,
1996. In connection with the Conversion and Reorganization, the Company sold
385,255 shares of its common stock to the public in an initial public offering
("Offering") and issued 261,488 shares in exchange for the outstanding shares of
the Bank held by persons other than the Mutual Holding Company.
Comparison of Financial Condition at June 30 and March 31, 1997
- ---------------------------------------------------------------
Total assets at June 30, 1997 amounted to $111.4 million, an increase of $3.4
million or 3.16% over total assets at March 31, 1997. The increase in assets
included $821,000 or 2.04% increase in loan receivables due to new loan
originations, a $1.4 million increase in cash and cash equivalents and a $1.2
million increase in investment securities. Funding of asset growth was provided
from the increase in deposit accounts.
Total liabilities and shareholders' equity amounted to $111.4 million at June 30
1997, an increase of $3.4 million or 3.16% over total liabilities and
shareholders' equity at March 31, 1997. The increase in liabilities is due
primarily to a $3.1 million net increase in deposits due to the Company's
response to the general increase in rates offered by other bank's in the market
area. The net increase in shareholders' equity of $217,000 is primarily the
result of $237,000 net income for the quarter ended June 30, 1997.
The Bank had no non-performing assets at June 30, 1997 or at March 31, 1997.
6
<PAGE>
Results of Operations - Comparison of Three Months Ended June 30, 1997 and June
30, 1996
- --------------------------------------------------------------------------------
General. Net income for the three month period ended June 30, 1997 was $237,000
compared to $169,000 for the three month period ended June 30, 1996. This
increase was due primarily to increased interest income offset somewhat by
increased interest and non-interest expenses.
Interest Income. Total interest income increased to $1.9 million for the three
months ended June 30, 1997 from $1.5 million for the three months ended June 30,
1996. This increase of $373,000 or 24.72% was due primarily to an increase of
$75,000 in interest earned on loans receivable due to increased residential
lending, and $298,000 in income on investments and mortgage-backed securities
due to higher yields and increased average balances of such investments funded
by increased deposits as well as the receipt of proceeds from the Offering.
Interest Expense. Total interest expense increased from $844,000 for the three
months ended June 30, 1996 to $1,102,000 for the three months ended June 30,
1997. This increase was due primarily to an increase in the average balance of
deposits from $81.1 million at June 30, 1996 to $89.7 million at June 30, 1997
and $149,000 of interest expense on borrowings from FHLB.
Net Interest Income. Net interest income increased $115,000 or 17.29% for the
three months ended June 30, 1997 as compared to the same period ended June 30,
1996. The increase was due to the investment and mortgage-backed securities, as
described earlier. In addition, the net interest rate spread (the difference
between the rate earned on interest earning assets and the rate paid on interest
bearing liabilities) decreased by 27 basis points from 2.84% to 2.57%
respectively, for the three months ended June 30, 1996 as compared to the three
months ended June 30, 1997. Furthermore, the ratio of average interest-earning
assets to average interest-bearing liabilities increased from 106.3% to 107.8%
during these periods.
Provision for Loan Losses. At June 30, 1997, the Bank decreased its provision
for loan losses by $27,000 or 77%, from the comparable period in June 1996. The
Bank maintains a provision for losses on loans based upon management's periodic
evaluation of known and inherent risks in the loan portfolio, the Bank's past
loss experience, adverse situations that may affect the borrower's ability to
repay loans, estimated value of the underlying collateral and current and
expected market conditions. Based upon a review of these factors, management
determined that the Bank's allowance for loan loss was adequate in view of the
composition of the Bank's loan portfolio. At June 30, 1997, the Bank's loan
portfolio consisted of approximately 92.85% of one to-four family loans.
Management will continue to review its loan portfolio to determine the extent,
if any, to which further additional loss provisions may be deemed necessary.
There can be no assurance that the allowance for losses will be adequate to
cover losses which may in fact be realized in the future and that additional
provisions for losses will not be required.
Non-Interest Income. Non-interest income increased $13,000 or 43.3%. The
increase was primarily due to an increase in personal and business checking
accounts which resulted in increased fee income.
Non-Interest Expense. Non-interest expense increased $29,000 or 7.2% from
$402,000 for the three months ended June 30, 1996 to $431,000 for the three
months ended June 30, 1996 to $431,000 for the three months ended June 30, 1997.
this increase was primarily due to a $13,000 increase in compensation and
employee benefits, $38,000 in other expenses offset by a decrease in FDIC
insurance and regulatory expenses ("FDIC insurance") of $24,000. Compensation
and employee benefits increased due to the additional hiring of staff and FDIC
insurance decreased due to the recapitalization of the Savings Association
Insurance Fund of the FDIC. The insurance deposit premium rate was lowered to
6.7 cents per $100 of deposits from 23 cents per $100 of deposits. The increase
in other expense were the result of costs incurred by the holding company that
was non-existent in the prior year.
Income Tax Expense. Income tax expense increased $58,000 from $89,000 for the
three month period ended June 30, 1996 to $147,000 for the three month period
ended June 30, 1997, due to increased earnings.
7
<PAGE>
Liquidity Resources
- -------------------
The Bank's liquidity is a measure of its ability to fund loans, pay withdrawals
of deposits, and other cash outflows in an efficient, cost effective manner. The
Bank's primary sources of funds are deposits and scheduled amortization and
prepayment of loans and mortgage-backed securities. During the past several
years, the Bank has used such funds primarily to fund maturing time deposits,
pay savings withdrawals, fund lending commitments, purchase new investments, and
increase liquidity. The Bank is currently able to fund its operations
internally. Additionally, sources of funds include the ability to utilize
Federal Home Loan Bank of New York advances and the ability to borrow against
mortgage-backed and investment securities. As of June 30, 1997, the Bank had $10
million in borrowed funds. Loan payments, maturing investments and
mortgage-backed security prepayments are greatly influenced by general interest
rates, economic conditions and competition.
The Bank anticipates that it will have sufficient funds available to meet its
current commitments. As of June 30, 1997, the Bank had mortgage commitments to
fund loans of $900,000. Also, at June 30, 1997, there were commitments on unused
lines of credit relating to home equity loans of $2.4 million. Certifcates of
deposit scheduled to mature in one year or less at June 30, 1997 totaled $50.0
million. Based on historical deposit withdrawals and outflows, and on internal
monthly deposit reports monitored by management, management believes that a
majority of such deposits will remain with the Bank. As a result, no adverse
liquidity effects are expected.
At June 30, 1997, the Bank's total liquidity was 59.20%.
Capital Compliance
- ------------------
The following table sets forth the institution's capital position at June 30,
1997 as compared to the minimum regulatory capital requirements imposed on the
institution by the FDIC at that date. The Bank also met the capital requirements
of the New Jersey Department of Banking.
<TABLE>
<CAPTION>
At June 30, 1997
----------------
Percentage
Amount of Assets
------ ---------
<S> <C> <C>
GAAP Capital: ................................... $10,167 9.13%
======= =====
Leverage Capital:(1)(2)
Actual Leverage Capital ......................... $ 7,348 6.84%
Leverage Capital Requirement .................... 3,222 3.00%
------- -----
Excess ........................................ $ 4,126 3.84%
======= =====
Tier 1 Capital: (1)(3)
Actual Tier 1 Capital ......................... $ 7,348 18.68%
Tier 1 Capital Requirement .................... 1,573 4.00%
------- -----
Excess ........................................ $ 5,775 14.68%
======= =====
Total Risk-Based Capital:(1)(3)
Actual Risk-Based Capital ..................... $ 7,574 9.26%
Risk-Based Capital Requirement ................ 3,147 8.00%
------- -----
Excess ........................................ $ 4,427 11.26%
======= =====
</TABLE>
(1) Regulatory capital reflects modifications from GAAP capital due to
identifiable intangible assets and constraints on allowance for loan and
lease losses.
(2) Leverage Capital is computed as a percentage of Average Total Assets of
$107,393.
(3) Tier 1 Capital and Total Risk-Based Capital are computed as a percentage of
Total Risk-Weighted Assets of $39,334.
8
<PAGE>
Key Operating Ratios
- --------------------
THE TABLE BELOW SETS FORTH CERTAIN PERFORMANCE RATIOS OF THE BANK FOR THE
PERIODS INDICATED.
<TABLE>
<CAPTION>
FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
JUNE 30, 1997 JUNE 30, 1996
------------- -------------
<S> <C> <C>
RETURN ON AVERAGE ASSETS (net income
divided by average total assets) (1) 0.86% 0.66%
RETURN ON AVERAGE EQUITY (net income
divided by average equity) (1) 9.37% 9.16%
AVERAGE EQUITY TO AVERAGE ASSETS
(average equity divided by average total assets) 9.15% 8.28%
EQUITY TO ASSETS AT PERIOD END 9.13% 10.60%
INTEREST RATE SPREAD (1) (2) 2.74% 2.84%
NET INTEREST MARGIN (net yield on average
interest-earning assets) 2.89% 3.09%
AVERAGE INTEREST-EARNING ASSETS TO
AVERAGE INTEREST-BEARING LIABILITIES 107.77% 106.26%
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES TO NON-INTEREST EXPENSE 140.87% 128.33%
NON-INTEREST EXPENSE TO AVERAGE ASSETS (1) 2.11% 2.36%
</TABLE>
(1) ANNUALIZED.
(2) INTEREST RATE SPREAD REPRESENTS THE DIFFERENCE BETWEEN THE WEIGHTED AVERAGE
YIELD ON INTEREST-EARNING ASSETS AND THE WEIGHTED AVERAGE RATE ON
INTEREST-BEARING LIABILITIES. COMPUTED ON THE BASIS OF AVERAGE MONTHLY
VALUES.
9
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
-----------------
The Corporation is not involved in any material legal
proceedings at June 30, 1997. The Bank, from time to
time, is a party to litigation, which arises in the
ordinary course of business, such as claims to
enforce liens, claims involving the making and
servicing of loans, claims relating to the hiring or
termination of employees, and other issues incident
to the business of the Bank. In the opinion of
management, the resolution of these lawsuits would
not have a material adverse effect on the financial
condition or results of operations of the Bank or the
Corporation.
Item 2. Changes in Securities
---------------------
Not applicable.
Item 3. Defaults Upon Senior Securities
-------------------------------
Not applicable.
Item 4. Other Information
-----------------
Not applicable.
Item 5. Exhibits and Reports on Form 8-K
--------------------------------
(a) List of Exhibits
3.1 Articles of Incorporation of Westwood
Financial Corporation*
3.2 Bylaws of Westwood Financial Corporation*
4 Specimen Stock Certificate*
11 Statement re: computation of per share earnings
27 Financial Data Schedule (electronic filing only)
(b) Reports on Form 8-K - None
*Incorporated by reference to Registrants Registration Statement on Form
S-1 initially filed with the SEC on December 20, 1995 (File No. 33-28200).
10
<PAGE>
WESTWOOD FINANCIAL CORPORATION
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.
Westwood Financial Corporation
Date: 8/13/97 By: /s/William J. Woods
------------------ --------------------------------------------
William J. Woods
Chief Executive Officer
(Principal Executive Officer)
Date: 8/13/97 By: /s/ George E. Niemczyk
----------------- -------------------------------------------
George E. Niemczyk
Controller
(Principal Accounting and Financial Officer)
EXHIBIT 11
WESTWOOD FINANCIAL CORPORATION
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
Three Months Ended
June 30, 1997
-------------
Net Income.................................. $237,000
========
Primary and fully diluted
Average shares outstanding.................. 645,241
========
Per share amount............................ $0.37
=====
Earnings per share of common stock for the three months ended June 30, 1996 and
1997 have been determined by dividing net income for the three month period by
the weighted average number of shares of common stock outstanding.
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> JUN-30-1997
<CASH> 422
<INT-BEARING-DEPOSITS> 6,342
<FED-FUNDS-SOLD> 1,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2
<INVESTMENTS-CARRYING> 60,064
<INVESTMENTS-MARKET> 59,811
<LOANS> 41,420
<ALLOWANCE> 226
<TOTAL-ASSETS> 111,394
<DEPOSITS> 90,852
<SHORT-TERM> 0
<LIABILITIES-OTHER> 10,375
<LONG-TERM> 0
0
0
<COMMON> 65
<OTHER-SE> 10,102
<TOTAL-LIABILITIES-AND-EQUITY> 111,394
<INTEREST-LOAN> 786
<INTEREST-INVEST> 1,096
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 1,882
<INTEREST-DEPOSIT> 953
<INTEREST-EXPENSE> 149
<INTEREST-INCOME-NET> 780
<LOAN-LOSSES> 8
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 431
<INCOME-PRETAX> 384
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 237
<EPS-PRIMARY> .37
<EPS-DILUTED> .37
<YIELD-ACTUAL> 2.88
<LOANS-NON> 0
<LOANS-PAST> 142
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 226
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 226
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
