<PAGE> 1
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
--------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _______________
Commission File No. 0-27916
--------
FFD FINANCIAL CORPORATION
-------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-1921148
---- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
321 North Wooster Avenue
Dover, Ohio 44622
- --------------------- ----------
(Address of principal (Zip Code)
executive office)
Registrant's telephone number, including area code: (330) 364-7777
--------
Check whether the issuer (1) has 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 [ ]
As of November 8, 1996, the latest practicable date, 1,454,750 shares of the
registrant's common stock, without par value, were issued and outstanding.
Page 1 of 12 pages
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I - FINANCIAL INFORMATION
Consolidated Statements of Financial Condition 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
PART II - OTHER INFORMATION 11
SIGNATURES 12
</TABLE>
2
<PAGE> 3
FFD FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
ASSETS 1996 1996
<S> <C> <C>
Cash and due from banks $ 1,223 $ 905
Interest-bearing deposits in other financial institutions 1,765 1,793
------- -------
Cash and cash equivalents 2,988 2,698
Investment securities available for sale - at market 9,384 9,256
Investment securities - at amortized cost, approximate
market value of $2,436 and $2,427 as of
September 30, 1996 and June 30, 1996 2,462 2,460
Mortgage-backed securities - at amortized cost, approximate
market value of $5,657 and $6,073 as of
September 30, 1996 and June 30, 1996 5,508 5,932
Mortgage-backed securities designated as available for sale - at market 13,337 9,007
Loans receivable - net 49,928 48,539
Office premises and equipment - at depreciated cost 651 545
Federal Home Loan Bank stock - at cost 609 598
Accrued interest receivable on loans 427 283
Prepaid expenses and other assets 123 140
Prepaid federal income taxes 17 -
------- -------
Total assets $85,434 $79,458
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $53,506 $52,208
Advances from the Federal Home Loan Bank 9,384 5,184
Accrued interest payable 87 37
Other liabilities 618 204
Accrued federal income taxes - 40
Deferred federal income taxes 423 374
------- -------
Total liabilities 64,018 58,047
Shareholders' equity
Preferred stock - authorized 1,000,000 shares without par
value; no shares issued - -
Common stock - authorized 5,000,000 shares without par or
stated value, 1,454,750 shares issued and outstanding - -
Additional paid-in capital 14,132 14,132
Retained earnings 7,762 7,857
Unrealized gains on securities designated as available for sale,
net of related tax effects 686 586
Shares acquired by Employee Stock Ownership Plan (1,164) (1,164)
------- -------
Total shareholders' equity 21,416 21,411
------- -------
Total liabilities and shareholders' equity $85,434 $79,458
====== ======
</TABLE>
3
<PAGE> 4
FFD FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended September 30,
(In thousands)
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Interest income
Loans $1,055 $ 813
Mortgage-backed securities 293 148
Investment securities and interest-bearing
deposits and other 72 116
------ --------
Total interest income 1,420 1,077
Interest expense
Deposits 638 602
Borrowings 107 1
------ --------
Total interest expense 745 603
------ ------
Net interest income 675 474
Provision for losses on loans - 50
------ --------
Net interest income after provision for losses on loans 675 424
Other operating income 10 8
General, administrative and other expense
Employee compensation and benefits 206 125
Occupancy and equipment 22 20
Federal deposit insurance premiums 362 26
Franchise taxes 31 28
Other operating 98 59
------ --------
Total general, administrative and other expense 719 258
------ --------
Earnings (loss) before income taxes (credits) (34) 174
Federal income taxes (credits)
Current (10) 107
Deferred (2) (48)
------ --------
Total federal income taxes (credits) (12) 59
------ --------
NET EARNINGS (LOSS) $ (22) $ 115
======= ======
EARNINGS (LOSS) PER SHARE $ (.02) N/A
======= ======
</TABLE>
4
<PAGE> 5
FFD FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended September 30,
(In thousands)
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) for the period $ (22) $ 115
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Amortization of discounts and premiums on loans,
investments and mortgage-backed securities - net 2 (2)
Amortization of deferred loan origination fees (16) (18)
Depreciation and amortization 11 10
Provision for losses on loans - 50
Federal Home Loan Bank stock dividends (11) (10)
Increase (decrease) in cash due to changes in:
Accrued interest receivable (144) (59)
Prepaid expenses and other assets 17 (2)
Accrued interest payable 50 8
Other liabilities 414 (5)
Federal income taxes
Current (57) 108
Deferred (2) (48)
----- -----
Net cash provided by operating activities 242 147
Cash flows provided by (used in) investing activities:
Purchase of mortgage-backed securities (4,737) -
Principal repayments on mortgage-backed securities 850 415
Loan principal repayments 2,383 2,754
Loan disbursements (3,756) (4,929)
Purchase of office premises and equipment (117) (7)
----- -----
Net cash used in investing activities (5,377) (1,767)
Cash flows provided by (used in) financing activities:
Net increase in deposit accounts 1,298 512
Proceeds from Federal Home Loan Bank advances 4,600 -
Repayment of Federal Home Loan Bank advances (400) (1)
Dividends on common stock (73) -
----- -----
Net cash provided by financing activities 5,425 511
----- -----
Net increase (decrease) in cash and cash equivalents 290 (1,109)
Cash and cash equivalents at beginning of period 2,698 3,880
----- -----
Cash and cash equivalents at end of period $2,988 $2,771
===== =====
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Federal income taxes $ 55 $ -
===== =====
Interest on deposits and borrowings $ 695 $ 595
===== =====
Supplemental disclosure of noncash investing activities:
Unrealized gain on securities designated as available for
sale, net of related tax effects $ 100 $ 3
===== =====
</TABLE>
5
<PAGE> 6
FFD FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 1996 and 1995
On November 14, 1995, the Board of Directors of First Federal Savings Bank
of Dover (the Savings Bank) adopted a plan of conversion (the Plan) whereby
the Savings Bank would convert to the stock form of ownership, and issue all
of the Savings Bank's outstanding stock to a newly formed holding company,
FFD Financial Corporation (the Corporation). Pursuant to the Plan, the
Corporation offered for sale up to 1,454,750 common shares to certain
depositors of the Savings Bank and members of the community. The conversion
was completed on April 2, 1996, and resulted in the issuance of 1,454,750
common shares of the Corporation which, after consideration of offering
expenses totaling approximately $400,000, resulted in net proceeds of $14.2
million.
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements were prepared
in accordance with instructions for Form 10-QSB and, therefore, do not
include information or footnotes necessary for a complete presentation of
financial position, results of operations and cash flows in conformity with
generally accepted accounting principles. Accordingly, these financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto of the Corporation included in the Annual
Report to Shareholders for the year ended June 30, 1996. However, in the
opinion of management, all adjustments (consisting of only normal recurring
accruals) which are necessary for a fair presentation of the financial
statements have been included. The results of operations for the three
months ended September 30, 1996 and 1995 are not necessarily indicative of
the results which may be expected for an entire fiscal year.
2. Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include the accounts of
the Corporation and its wholly owned subsidiary, the Savings Bank. All
significant intercompany items have been eliminated.
3. Effects of Recent Accounting Pronouncements
-------------------------------------------
In October 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation", establishing financial accounting and reporting
standards for stock-based employee compensation plans. SFAS No. 123
encourages all entities to adopt a new method of accounting to measure
compensation cost of all employee stock compensation plans based on the
estimated fair value of the award at the date it is granted. Companies are,
however, allowed to continue to measure compensation cost for those plans
using the intrinsic value based method of accounting, which generally does
not result in compensation expense recognition for most plans. Companies
that elect to remain with the existing accounting are required to disclose
in a footnote to the financial statements pro forma net earnings and, if
presented, earnings per share, as if SFAS No. 123 had been adopted. The
accounting requirements of SFAS No. 123 are effective for transactions
entered into during fiscal years that begin after December 15, 1995;
however, companies are required to disclose information for awards granted
in their first fiscal year beginning after December 15, 1994. Management has
determined that the Corporation will continue to account for stock-based
compensation pursuant to Accounting Principles Board Opinion No. 25, and
therefore SFAS No. 123 will have no effect on its consolidated financial
condition or results of operations.
6
<PAGE> 7
FFD FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended September 30, 1996 and 1995
3. Effects of Recent Accounting Pronouncements (continued)
-------------------------------------------
In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers of
Financial Assets, Servicing Rights, and Extinguishment of Liabilities", that
provides accounting guidance on transfers of financial assets, servicing of
financial assets, and extinguishment of liabilities. SFAS No. 125 introduces
an approach to accounting for transfers of financial assets that provides a
means of dealing with more complex transactions in which the seller disposes
of only a partial interest in the assets, retains rights or obligations,
makes use of special purpose entities in the transaction, or otherwise has
continuing involvement with the transferred assets. The new accounting
method, known as the financial components approach, provides that the
carrying amount of the financial assets transferred be allocated to
components of the transaction based on their relative fair values. SFAS No.
125 provides criteria for determining whether control of assets has been
relinquished and whether a sale has occurred. If the transfer does not
qualify as a sale, it is accounted for as a secured borrowing. Transactions
subject to the provisions of SFAS No. 125 include, among others, transfers
involving repurchase agreements, securitizations of financial assets, loan
participations, factoring arrangements, and transfers of receivables with
recourse.
An entity that undertakes an obligation to service financial assets
recognizes either a servicing asset or liability for the servicing contract
(unless related to a securitization of assets, and all the securitized
assets are retained and classified as held-to-maturity). A servicing asset
or liability that is purchased or assumed is initially recognized at its
fair value. Servicing assets and liabilities are amortized in proportion to,
and over the period of, estimated net servicing income or net servicing loss
and are subject to subsequent assessments for impairment based on fair
value.
SFAS No. 125 provides that a liability is removed from the balance sheet
only if the debtor either pays the creditor and is relieved of its
obligation for the liability or is legally released from being the primary
obligor.
SFAS No. 125 is effective for transfers and servicing of financial assets
and extinguishment of liabilities occurring after December 31, 1996, and is
to be applied prospectively. Earlier or retroactive application is not
permitted. Management does not believe that adoption of SFAS No. 125 will
have a material adverse effect on the Corporation's consolidated financial
position or results of operations.
4. Earnings Per Share
------------------
Earnings per share for the three months ended September 30, 1996 is based
upon the weighted-average shares outstanding during the period plus those
stock options that are dilutive, less shares in the FFD Financial
Corporation Employee Stock Ownership Plan (the ESOP) that are unallocated
and not committed to be released. Weighted-average common shares deemed
outstanding, which gives effect to 116,380 unallocated ESOP shares, totaled
1,338,370 for the three months ended September 30, 1996. There is no
dilutive effect associated with the Corporation's stock option plan.
The provisions of Accounting Principles Board Opinion No. 15 "Earnings Per
Share" are not applicable to the three months ended September 30, 1995, as
the Corporation had not issued any common stock prior to its initial
offering in April 1996.
7
<PAGE> 8
FFD FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Discussion of Financial Condition Changes from June 30, 1996 to September 30,
- -----------------------------------------------------------------------------
1996
- ----
The Corporation's total assets at September 30, 1996, amounted to $85.4 million,
a $6.0 million, or 7.5%, increase over the total at June 30, 1996. This increase
was funded primarily through an increase in advances from the Federal Home Loan
Bank (FHLB) of $4.2 million and growth in deposits of $1.3 million.
Cash and interest-bearing deposits totaled $3.0 million, an increase of $290,000
over the total as of June 30, 1996. This increase resulted primarily from the
aforementioned FHLB advances and deposit growth.
Mortgage-backed securities totaled $18.8 million at September 30, 1996, a $3.9
million, or 26.1%, increase over June 30, 1996. This increase resulted from
purchases totaling $4.7 million, which was partially offset by principal
repayments of $850,000.
Loans receivable totaled $49.9 million at September 30, 1996, an increase of
$1.4 million, or 2.9%, over the June 30, 1996 total. Loan disbursements during
the quarter totaled $3.8 million, which were partially offset by principal
repayments of $2.4 million.
The allowance for loan losses totaled $146,000 at both September 30, 1996 and
June 30, 1996, which represented .3% and .2% of total loans and 116.8% and
124.8% of nonperforming loans at those respective dates. Although management
believes that its allowance for loan losses at September 30, 1996 is adequate
based upon facts and circumstances available to it, there can be no assurance
that additions to such allowance will not be necessary in future periods, which
could adversely affect the Corporation's results of operations.
Deposits totaled $53.5 million at September 30, 1996, a $1.3 million, or 2.5%,
increase over June 30, 1996. This increase resulted primarily from management's
efforts to obtain moderate growth through advertising and pricing strategies.
FHLB advances increased by $4.2 million as management elected to fund purchases
of adjustable-rate mortgage-backed securities yielding 7.11% at the time of
purchase with short-term advances with a weighted-average rate of 5.48%.
The Savings Bank is required to meet each of three minimum capital standards
promulgated by the Office of Thrift Supervision (OTS), hereinafter described as
the tangible capital requirement, the core capital requirement and the
risk-based capital requirement. The tangible capital requirement mandates
maintenance of shareholders' equity less all intangible assets equal to 1.5% of
adjusted total assets. The core capital requirement provides for the maintenance
of tangible capital plus certain forms of supervisory goodwill equal to 3% of
adjusted total assets, while the risk-based capital requirement mandates
maintenance of core capital plus general loan loss allowances equal to 8% of
risk-weighted assets as defined by OTS regulations.
At September 30, 1996, the Savings Bank's tangible and core capital totaled
$12.5 million, or 16.1% of adjusted total assets, which exceeded the minimum
requirements of $1.2 million and $2.3 million by $11.3 million and $10.1
million, respectively. The Savings Bank's risk-based capital of $12.6 million,
or 35.3% of risk-weighted assets, exceeded the current 8.0% requirement by $9.8
million.
8
<PAGE> 9
FFD FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three Month Periods Ended September 30,
- -------------------------------------------------------------------------------
1996 and 1995
- -------------
General
- -------
The Corporation recorded a net loss totaling $22,000 for the three months ended
September 30, 1996, as compared to net earnings of $115,000 for the comparable
period in 1995. The decline in net earnings resulted primarily from a $332,000
charge recorded as a result of the legislative mandate to recapitalize the
Savings Association Insurance Fund (SAIF) of the Federal Deposit Insurance
Corporation (FDIC). Additionally, general, administrative and other expense
increased by $129,000. These increased expense items were partially offset by a
$201,000 increase in net interest income, a $50,000 decrease in the provision
for losses on loans and a $71,000 decrease in the provision for federal income
taxes.
Net Interest Income
- -------------------
Total interest income increased by $343,000, or 31.8%, to a total of $1.4
million for the three months ended September 30, 1996. Interest income on loans
increased by $242,000, or 29.8%, due primarily to a $6.7 million increase in the
average loan portfolio outstanding. Interest income on mortgage-backed
securities increased by $145,000, or 98.0%, due primarily to an $8.9 million
increase in the average balance outstanding. Interest income on investment
securities and interest-bearing deposits decreased by $44,000, or 37.9%, due
primarily to a $1.6 million decrease in the related investment balance coupled
with a decline in yield.
Interest expense on deposits increased by $36,000, or 6.0%, for the three months
ended September 30, 1996, compared to 1995, due primarily to a $2.0 million
increase in the average deposit portfolio outstanding.
Interest expense on borrowings increased by $106,000 due primarily to a $7.3
million increase in average advances outstanding, as management elected to fund
the purchase of mortgage-backed securities with such advance, as previously
discussed.
As a result of the foregoing, net interest income increased by $201,000, or
42.4%, for the three months ended September 30, 1996, compared to 1995. The
interest rate spread amounted to 2.12% for the three months ended September 30,
1996, compared to 2.63% for the comparable 1995 period, while the net interest
margin increased to 3.36% in 1996, compared to 3.24% in 1995.
Provision for Losses on Loans
- -----------------------------
A provision for losses on loans is charged to earnings to bring the total
allowance for losses on loans to a level considered appropriate by management
based on historical loss experience, the volume and type of lending conducted by
the Savings Bank, the status of past due principal and interest payments,
general economic conditions, particularly as such conditions relate to the
Savings Bank's market area, and other factors related to the collectibility of
the Savings Bank's loan portfolio. As a result of such analysis, management
concluded that the allowance for losses on loans was adequate and therefore did
not record an additional provision for losses on loans during the three month
period ended September 30, 1996. There can be no assurance that the loan loss
allowance of the Savings Bank will be adequate to cover losses on nonperforming
assets in the future.
9
<PAGE> 10
FFD FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three Month Periods Ended September 30,
- -------------------------------------------------------------------------------
1996 and 1995 (continued)
- -------------------------
Other Operating Income
- ----------------------
Other operating income totaled $10,000 for the three months ended September 30,
1996, an increase of $2,000, or 25.0%, over the 1995 total. Other income
consists primarily of fees generated from late charges, safety deposit box
rentals and NOW account fees.
General, Administrative and Other Expense
- -----------------------------------------
General, administrative and other expense increased by $461,000, or 178.7%, for
the three months ended September 30, 1996, compared to 1995. The increase
resulted primarily from the aforementioned $332,000 charge to recapitalize the
SAIF, coupled with an increase of $81,000, or 64.8%, in employee compensation
and benefits, resulting primarily from the costs associated with stock benefit
plans and an increase of $39,000, or 66.1%, in other operating expenses, which
resulted primarily from the annual reporting requirements of a public stock
company.
Legislation to recapitalize the SAIF provides for a special assessment of $.657
per $100 of SAIF deposits held at March 31, 1995, in order to increase SAIF
reserves to the level required by law. The Savings Bank had approximately $49.2
million in deposits at March 31, 1995. The special assessment was finalized at
$.657 per $100 in deposits, resulting in an additional assessment of $332,000,
or an after-tax charge of $219,000. It is expected that quarterly SAIF
assessments will be reduced to approximately $.06 to $.065 per $100 in deposits,
effective October 1, 1996.
A component of the recapitalization plan provides for the merger of the SAIF and
the BIF on January 1, 1999, and for the elimination of the federal thrift
charter and of the separate federal regulation of thrifts prior thereto. If such
proposal is adopted, the Savings Bank would have to convert to a different
charter and would become subject to federal regulation as a bank. Such
regulation would subject the Savings Bank to the more restrictive activity
limits imposed on national banks. The Corporation, as the holding company of the
Savings Bank, would become a bank holding company, which would be subject to the
more restrictive activity limits and capital requirements similar to those
imposed on the Savings Bank. Under separate tax legislation recently enacted,
the Savings Bank is required to recapture approximately $280,000 of its bad debt
reserve, which represents the post-1987 additions to the reserve, and will be
unable to utilize the percentage of taxable income method to compute its reserve
in the future. The Corporation has provided deferred taxes for this amount and
will be permitted to amortize the recapture of its bad debt reserve over six
years.
Federal Income Taxes
- --------------------
The Corporation recorded a credit provision for federal income taxes totaling
$12,000 for the three months ended September 30, 1996, a decrease of $71,000, or
120.3%, from the same period in 1995. The decrease resulted primarily from a
$208,000 decline in earnings before taxes. The effective tax rates were 35.3%
and 33.9% for the three months ended September 30, 1996 and 1995, respectively.
10
<PAGE> 11
FFD FINANCIAL CORPORATION
PART II
ITEM 1. Legal Proceedings
-----------------
Not applicable
ITEM 2. Changes in Securities
---------------------
Not applicable
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
--------------------------------
Reports on Form 8-K: None
Exhibits: Financial data schedule for the three months
ended September 30, 1996.
11
<PAGE> 12
FFD 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.
Date: November 8, 1996 By: /s/Robert R. Gerber
--------------------- -----------------------------
Robert R. Gerber
President
Date: November 8, 1996 By: /s/Robert S. Grant
--------------------- -----------------------------
Robert S. Grant
Treasurer
12
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,223
<INT-BEARING-DEPOSITS> 1,765
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 22,721
<INVESTMENTS-CARRYING> 7,970
<INVESTMENTS-MARKET> 0
<LOANS> 49,928
<ALLOWANCE> 146
<TOTAL-ASSETS> 85,434
<DEPOSITS> 53,506
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,128
<LONG-TERM> 9,384
<COMMON> 0
0
0
<OTHER-SE> 21,416
<TOTAL-LIABILITIES-AND-EQUITY> 85,434
<INTEREST-LOAN> 1,055
<INTEREST-INVEST> 293
<INTEREST-OTHER> 72
<INTEREST-TOTAL> 1,420
<INTEREST-DEPOSIT> 638
<INTEREST-EXPENSE> 745
<INTEREST-INCOME-NET> 675
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 719
<INCOME-PRETAX> (34)
<INCOME-PRE-EXTRAORDINARY> (22)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
<YIELD-ACTUAL> 7.07
<LOANS-NON> 125
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 17
<ALLOWANCE-OPEN> 146
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 146
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 146
</TABLE>
