<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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Commission File Number 0-28312
FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 71-0785261
- -------------------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 West Stephenson
Harrison, Arkansas 72601
- ------------------------------------------- ------------------------------
(Address of principal executive office) (Zip Code)
(870) 741-7641
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of May 12, 1997, there were
issued and outstanding 4,896,063 shares of the Registrant's Common Stock, par
value $.01 per share.
<PAGE>
FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
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<S> <C> <C>
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition (As
of March 31, 1997 (unaudited) and December 31, 1996) 1
Consolidated Statements of Income for the three
months ended March 31, 1997 (unaudited) and 1996
(unaudited) 2
Consolidated Statement of Stockholders' Equity for
the three months ended March 31, 1997 (unaudited) 3
Consolidated Statements of Cash Flows for the three
months ended March 31, 1997 (unaudited) and 1996
(unaudited) 4
Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information
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Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
<PAGE>
FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In Thousands)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1997 1996
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(UNAUDITED)
<S> <C> <C>
Cash and cash equivalents......................................... $ 10,665 $ 6,819
Investment securities:
Available for sale, at fair value................................ 336 340
Held to maturity, atamortized cost............................... 91,973 90,982
Federal Home Loan Bank stock...................................... 3,445 3,026
Loans receivable, net............................................. 403,818 396,508
Accrued interest receivable....................................... 3,733 3,620
Real estate acquired in settlement of loans, net.................. 154 154
Office properties and equipment, net.............................. 5,027 3,565
Prepaid expenses and other assets................................. 614 725
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TOTAL ASSETS................................................... $ 519,765 $ 505,739
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits.......................................................... $ 431,412 $ 422,858
Federal Home Loan Bank advances................................... 3,000 --
Advance payments by borrowers for taxes and insurance............. 881 806
Income taxes payable.............................................. 793 --
Other liabilities................................................. 1,458 1,317
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Total Liabilities.............................................. 437,544 424,981
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STOCKHOLDERS' EQUITY:
Preferred stock, no par value, 5,000,000 shares authorized, none
issued
Common stock, $.01 par value, 20,000,000 shares authorized,
5,153,751 shares issued, 4,896,063 shares outstanding........... 52 52
Additional paid-in capital....................................... 50,057 49,975
Unearned ESOP shares............................................. (3,744) (3,848)
Unrealized gain on investment securities available for sale, net
of income taxes................................................. 214 202
Retained earnings-substantially restricted....................... 39,822 38,557
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86,401 84,938
Treasury stock, at cost, 257,688 shares.......................... (4,180) (4,180)
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Total stockholders' equity.................................... 82,221 80,758
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................... $ 519,765 $ 505,739
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</TABLE>
See notes to unaudited consolidated financial statements.
1
<PAGE>
FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Earnings Per Share)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
<S> <C> <C>
1997 1996
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INTEREST INCOME:
Loans receivable.......................................................... $ 8,220 $ 7,245
Investment securities..................................................... 1,447 1,368
Mortgage-backed securities................................................ 5 6
Other..................................................................... 43 85
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Total interest income................................................... 9,715 8,704
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INTEREST EXPENSE:
Deposits.................................................................. 5,560 5,702
Other borrowings.......................................................... 13 --
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Total interest expense.................................................. 5,573 5,702
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NET INTEREST INCOME........................................................ 4,142 3,002
PROVISION FOR LOAN LOSSES.................................................. -- --
NET INTEREST INCOME AFTER --------- ---------
PROVISION FOR LOAN LOSSES................................................. 4,142 3,002
NONINTEREST INCOME:
Deposit fee income........................................................ 190 179
Other..................................................................... 128 112
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Total noninterest income................................................ 318 291
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NONINTEREST EXPENSES:
Salaries and employee benefits............................................ 1,265 971
Net occupancy expense..................................................... 188 162
Federal insurance premiums................................................ 68 236
Data processing........................................................... 205 179
Postage and supplies...................................................... 88 81
Other..................................................................... 298 241
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Total noninterest expenses.............................................. 2,112 1,870
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INCOME BEFORE PROVISION FOR INCOME TAXES................................... 2,348 1,423
PROVISION FOR INCOME TAXES................................................. 838 480
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NET INCOME................................................................. $ 1,510 $ 943
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EARNINGS PER SHARE......................................................... $ 0.33 N/A
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DIVIDENDS DECLARED PER SHARE............................................... $ 0.05 N/A
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</TABLE>
See notes to unaudited consolidated financial statements.
2
<PAGE>
FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Unrealized
Gain on
Securities
Additional Unearned Available
Common Paid-In ESOP for Sale, Retained Treasury
Stock Capital Shares Net Earnings Stock Total
------- ------- -------- ------ -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996 $ 52 $49,975 $(3,848) $202 $38,557 $(4,180) $80,758
Net income 1,510 1,510
Repayment of ESOP loan
and related increase in
share value 82 104 186
Net change in unrealized
gain on securities available
for sale 12 12
Dividends Paid (245) (245)
----- ------- ------- ----- -------- ------- --------
Balance, March 31, 1997 $ 52 $50,057 $(3,744) $ 214 $39,822 $(4,180) $82,221
----- ------- ------- ----- -------- ------- --------
----- ------- ------- ----- -------- ------- --------
</TABLE>
See notes to unaudited consolidated financial statements.
3
<PAGE>
FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
------------------------------------
1997 1996
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(In Thousands)
OPERATING ACTIVITIES:
Net income $ 1,510 $ 943
Adjustments to reconcile net income
to net cash provided by operating activities:
Deferred tax provision 16 60
Gain on sale of real estate owned -- (1)
Depreciation 112 96
Accretion of deferred loan fees (143) (198)
Repayment of ESOP loan and related
increase in share value 186 --
Changes in operating assets & liabilities:
Accrued interest receivable (113) (62)
Prepaid expenses & other assets 111 (459)
Other liabilities 141 452
Income taxes payable 793 --
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Net cash provided by operating activities 2,613 831
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INVESTING ACTIVITIES:
Purchases of investment securities-(held to (3,419) (13,065)
maturity)
Proceeds from maturities of investment
securities-(held to maturity) 2,009 15,045
Loan originations, net of repayments (7,167) (8,688)
Proceeds from sales of real estate owned -- 84
Purchases of office properties & equipment (1,574) (317)
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Net cash used by investing activities (10,151) (6,941)
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FINANCING ACTIVITIES:
Net increase in deposits 8,554 10,156
Advances from FHLB 3,000 --
Increase in advance payments by
borrowers for taxes & insurance 75 6
Dividends paid (245) --
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Net cash provided by financing activities 11,384 10,162
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(Continued)
4
<PAGE>
FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
1997 1996
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</TABLE>
<TABLE>
<CAPTION>
(In Thousands)
<S> <C> <C>
Net increase (decrease) in cash and
cash equivalents 3,846 4,052
CASH AND CASH EQUIVALENTS:
Beginning of period 6,819 8,845
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End of period $10,665 $12,897
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SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash paid for:
Interest $5,507 $5,699
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SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING ACTIVITIES:
Loans to facilitate sales of real estate owned $ -- $ 54
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Change in unrealized gains $ 12 $ 3
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</TABLE>
(Concluded)
See notes to unaudited consolidated financial statements.
5
<PAGE>
FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--BASIS OF PRESENTATION
First Federal Bancshares of Arkansas, Inc. (the "Corporation") was
incorporated under Texas law in January 1996 by First Federal Bank of Arkansas,
FA (the "Bank") in connection with the conversion of the Bank from a federally
chartered mutual savings and loan association to a federally chartered stock
savings and loan association, the issuance of the Bank's stock to the
Corporation, and the offer and sale of the Corporation's common stock by the
Corporation (the "Conversion"). Upon consummation of the Conversion on May 3,
1996, the Corporation became the unitary holding company for the Bank. The
financial statements for the periods prior to May 3, 1996 presented herein are
those of the Bank prior to the Conversion.
The accompanying unaudited consolidated financial statements of the
Corporation have been prepared in accordance with instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
However, such information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management, necessary for a
fair statement of results for the interim periods.
The results of operations for the three months ended March 31, 1997 are not
necessarily indicative of the results to be expected for the year ending
December 31, 1997. The unaudited consolidated financial statements and notes
thereto should be read in conjunction with the audited financial statements and
notes thereto for the year ended December 31, 1996, contained in the
Corporation's 1996 Annual Report to Stockholders.
NOTE 2--PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
the Corporation and the Bank. All significant intercompany items have been
eliminated.
NOTE 3--EARNINGS PER SHARE
The average number of common shares used to calculate earnings per share for
the three months ended March 31, 1997 was 4,511,344. Earnings per share for the
three months ended March 1996 is not applicable, as the Conversion was not
completed until May 3, 1996.
6
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 4--DECLARATION OF DIVIDENDS
On February 19, 1997 the Board of Directors initiated a quarterly cash
dividend policy and declared its first cash dividend, a $.05 per share cash
dividend on the common stock of the Corporation which was paid on March 17, 1997
to the stockholders of record at the close of business on March 3, 1997.
NOTE 5--INVESTMENT SECURITIES
Investment securities consisted of the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, 1997
------------------------
<S> <C> <C>
AMORTIZED FAIR
AVAILABLE FOR SALE COST VALUE
- --------------------------------------------------------------------------- ------------- ---------
FHLMC preferred stock...................................................... $ 12 $ 336
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Total.................................................................... $ 12 $ 336
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</TABLE>
<TABLE>
<CAPTION>
MARCH 31, 1997
----------------------
<S> <C> <C>
AMORTIZED FAIR
HELD TO MATURITY COST VALUE
- ----------------------------------------------------------------------- ----------- ---------
U. S. Government and Agency obligations................................ $ 91,755 $ 90,384
Mortgage-backed securities -FHLMC...................................... 218 227
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Total.................................................................. $ 91,973 $ 90,611
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</TABLE>
7
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6--LOANS RECEIVABLE
Loans receivable consisted of the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, 1997
--------------
<S> <C>
First mortgage loans:
One- to four- family residences.............................................. $ 345,728
Other properties............................................................. 20,734
Construction................................................................. 17,124
Less:
Unearned discounts.......................................................... (1,233)
Undisbursed loan funds...................................................... (6,727)
Deferred loan fees, net..................................................... (3,277)
Total first mortgage loans................................................. 372,349
--------------
Consumer and other loans:
Commercial loans............................................................. 5,166
Automobile................................................................... 7,426
Consumer loans............................................................... 4,008
Home equity and second mortgage.............................................. 12,934
Savings loans................................................................ 1,305
Other........................................................................ 1,746
Add deferred loan costs...................................................... 127
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Total consumer and other loans.............................................. 32,712
--------------
Allowance for loan losses..................................................... (1,243)
--------------
Loans receivable, net....................................................... $ 403,818
--------------
--------------
</TABLE>
Non-accrual loans at March 31, 1997 (in thousands) were $816. All loans 90
days or more past due are reported as non-accrual.
A summary of the activity in the allowances for loan and real estate losses
is as follows (in thousands):
<TABLE>
<CAPTION>
REAL
LOANS ESTATE
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<S> <C> <C>
Balance at December 31, 1996................................................ $ 1,251 $ --
Provisions for estimated losses............................................ -- --
Recoveries................................................................. 3 --
Losses charged off......................................................... (11) --
--------- --
Balance at March 31, 1997................................................... $ 1,243 $ --
--------- ---
--------- ---
</TABLE>
8
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6--LOANS RECEIVABLE (CONTINUED)
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
At March 31, 1997, the Corporation's assets amounted to $519.8 million as
compared to $505.7 million at December 31, 1996. The $14.1 million or 2.8%
increase was primarily due to an increase of $7.3 million or 1.8% in loans
receivable, net, a $3.8 million or 56.4% increase in cash and cash equivalents,
and a $1.5 million or 41.0% increase in office properties and equipment, net.
The loans receivable increase resulted from the continued origination of loans
during the three months ended March 31, 1997. Originations for the 1997 quarter
consisted of $20.2 million in one- to four- family residential loans, $2.0
million in commercial loans, $3.0 million in construction loans, $5.0 million in
consumer installment loans of which $2.2 million consisted of home equity loans.
At March 31, 1997, the Bank had outstanding loan commitments of $2.4 million,
unused lines of credit of $2.8 million, and the undisbursed portion of
construction loans of $6.7 million. The increase in office properties and
equipment primarily consisted of a land acquisition for future construction of a
North Harrison, Arkansas full service branch facility and the purchase of an
existing full service branch at Crossover Road in Fayetteville, Arkansas.
Liabilities increased $12.6 million or 3.0% to $437.5 million at March 31, 1997
compared to $425.0 million at December 31, 1996. The increase in liabilities was
primarily due to an increase of $8.6 million or 2.02% in deposits and a $3.0
million advance from the Federal Home Loan Bank ("FHLB") of Dallas.
Stockholders' equity amounted to $82.2 million or 15.8% of total assets at March
31, 1997 compared to $80.8 million or 16.0% of total assets at December 31,
1996. The increase in stockholders' equity during the three month period was
primarily due to net income of $1.5 million for the quarter, which was partially
offset by dividend payments aggregating $245,000.
Results of Operations for the Three Months Ended March 31, 1997
GENERAL. The Corporation reported net income of $1.5 million during the
three months ended March 31, 1997 compared to net income of $943,000 for the
same period in 1996. The conversion from a mutual association to a stock
company was not completed until May 3, 1996, therefore the first quarter
earnings of 1996 do not reflect the utilization of the stock conversion net
proceeds. The increase of $567,000 or 60.1% in net income in the 1997 period
compared to the same period in 1996 was primarily due to an increase in net
interest income. The comparative period increase was partially reduced by an
increase in noninterest expenses and an increase in the provision for income
taxes. Net interest income is determined by the Corporation's interest rate
spread (i.e., the difference between the yields earned on its
interest-earning assets and the rates paid on its interest-bearing
liabilities) and the relative amounts of interest-earning assets and
interest-bearing liabilities. The increase in net interest income of $1.1
million or 38.0% was due to an increase in the ratio of interest-earning
assets to interest-bearing liabilities to 116.8% for the 1997 period compared
to 106.2% for the 1996 period. In addition, the Corporation's interest rate
spread and net interest margin increased to 2.58% and 3.33%,
9
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6--LOANS RECEIVABLE (CONTINUED)
respectively, for the 1997 period compared to 2.38% and 2.69%, respectively,
for the 1996 period.
INTEREST INCOME. Interest income amounted to $9.7 million for the three
months ended March 31, 1997 compared to $8.7 million for the same period in
1996. The increase of $1.0 million or 11.6% was primarily due to an increase in
the average balance of loans receivable. The increase in the average balance of
loans receivable was due to continued loan demand and portfolio growth.
INTEREST EXPENSE. Interest expense decreased $129,000 or 2.3% to $5.6
million for the three months ended March 31, 1997 compared to $5.7 million for
the same period in 1996. Such decrease was primarily due to a decrease in the
average rate paid on deposits.
NONINTEREST INCOME. Noninterest income amounted to $318,000 for the three
months ended March 31, 1997 compared to $291,000 for the same period in 1996.
The increase of $27,000 or 9.3% was primarily due to an increase of $16,000 or
13.6% in insufficient checks fee income and an increase of $17,000 or 53.6% in
servicing fees on loans.
NONINTEREST EXPENSE. Noninterest expenses increased $242,000 or 12.9% to
$2.1 million for the three months ended March 31, 1997 compared to $1.9 million
for the same period in 1996. Such increase was due primarily to an increase of
$294,000 or 30.3% in salaries and employee benefits and a $26,000 or 14.7%
increase in data processing. Also, additional costs were incurred related to
being a public company. The increase in salaries and employee benefits was due
to normal merit increases, an increase in the number of employees and costs
associated with the adoption of the Corporation's Employee Stock Ownership Plan.
The increase in data processing was primarily due to an increase in the number
of accounts. The increase in noninterest expenses was offset by a $169,000
decrease for the comparative periods in Federal Deposit Insurance Corporation
premiums due to the assessment rate being reduced.
INCOME TAXES. Income taxes amounted to $838,000 and $480,000 for the three
months ended March 31, 1997 and 1996, respectively. The higher provision in the
1997 period was due to increased pre-tax income.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation's liquidity, represented by cash and cash equivalents, is a
product of its operating, investing and financing activities. The Corporation's
primary sources of funds are deposits, amortization, prepayments and maturities
of outstanding loans, maturities of investment securities, mortgage-backed
securities and other short-term investments and funds provided from operations.
While scheduled loan amortization and maturing investment securities,
mortgage-backed securities and short-term investments are relatively predictable
sources of funds, deposit flows and loan prepayments are greatly influenced by
general interest rates, economic conditions and competition. The Corporation
manages the pricing of its deposits to maintain a steady deposit balance. In
addition, the Corporation invests excess funds in overnight deposits and other
11
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 6--LOANS RECEIVABLE (CONTINUED)
short-term interest-earning assets which provide liquidity to meet lending
requirements. The Corporation has generally been able to generate enough cash
through the retail deposit market, its traditional funding source, to offset
the cash utilized in investing activities. As an additional source of funds,
the Corporation may borrow from the FHLB of Dallas. At March 31, 1997, the
Corporation had outstanding advances from the FHLB of Dallas in the amount of
$3.0 million.
As of March 31, 1997, the Bank's regulatory capital was well in excess of
all applicable regulatory requirements. At March 31, 1997, the Bank's
tangible, core and risk-based capital ratios amounted to 12.2%, 12.2% and
23.2%, respectively, compared to regulatory requirements of 1.5%, 3.0% and
8.0%, respectively.
<PAGE>
FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.
PART II
Item 1. Legal Proceedings
Neither the Corporation nor the Bank is
involved in any pending legal proceedings
other than non-material legal proceedings
occurring in the ordinary course of business.
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
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.
DATE: MAY 12, 1997 BY: /S/LARRY J. BRANDT
LARRY J. BRANDT
PRESIDENT
DATE: MAY 12, 1997 BY: /S/TOMMY W. RICHARDSON
TOMMY W. RICHARDSON
CHIEF FINANCIAL OFFICER
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 6,799
<INT-BEARING-DEPOSITS> 3,866
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 336
<INVESTMENTS-CARRYING> 91,973
<INVESTMENTS-MARKET> 90,611
<LOANS> 405,061
<ALLOWANCE> 1243
<TOTAL-ASSETS> 519,765
<DEPOSITS> 431,412
<SHORT-TERM> 3,000
<LIABILITIES-OTHER> 3,132
<LONG-TERM> 0
0
0
<COMMON> 42,185
<OTHER-SE> 40,036
<TOTAL-LIABILITIES-AND-EQUITY> 519,765
<INTEREST-LOAN> 8,220
<INTEREST-INVEST> 1,452
<INTEREST-OTHER> 43
<INTEREST-TOTAL> 9,715
<INTEREST-DEPOSIT> 5,560
<INTEREST-EXPENSE> 5,573
<INTEREST-INCOME-NET> 4,142
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,112
<INCOME-PRETAX> 2,348
<INCOME-PRE-EXTRAORDINARY> 1,510
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,510
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
<YIELD-ACTUAL> 7.80
<LOANS-NON> 816
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 747
<ALLOWANCE-OPEN> 1,251
<CHARGE-OFFS> 11
<RECOVERIES> 3
<ALLOWANCE-CLOSE> 1243
<ALLOWANCE-DOMESTIC> 409
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 834
</TABLE>
