<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
Commission File Number: 0-21385
-------
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Indiana 31-1463057
- ----------------------- -----------------
(State of incorporation) (I.R.S. Employer
Identification No.)
3002 Harrison Avenue, Cincinnati, Ohio 45211-5789
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(513) 661-5735
--------------
Indicate by checkmark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the
Exchange Act 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 practical
date. Shares outstanding at September 30, 1997 common stock,
$.01 par value: 2,782,398
<PAGE>
<PAGE>
CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of
September 30, 1997(Unaudited) and December 31, 1996 1
Consolidated Statements of Income for the Three and
Nine Months Ended September 30, 1997 and 1996
(Unaudited) 2
Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 1997 and 1996(Unaudited) 3
Notes to Consolidated Financial Statements (Unaudited) 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of
Security-Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
Consolidated Statements of Financial Condition
(Unaudited)
<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
------------------ -----------------
<S> <C> <C>
Assets
Cash and cash equivalents $11,352,597 13,420,389
Securities available for sale 2,999,343 3,969,430
Mortgage backed securities available
for sale 13,985,035 15,034,115
Loans held for sale -- 527,381
Loans receivable, net 111,565,272 84,525,374
Stock in Federal Home Loan Bank 1,005,500 953,600
Accrued interest receivable 781,595 589,124
Premises and equipment, net 633,784 607,339
Income taxes 222,282 210,422
Prepaid expenses and other assets 332,745 114,209
------------ ------------
Total assets $142,878,153 119,951,383
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 86,037,349 79,082,778
Federal Home Loan Bank advances 16,768,732 127,458
Advances from borrowers for taxes and
insurance 465,266 633,857
Accrued expenses and other liabilities 93,529 124,872
------------ ------------
Total liabilities 103,364,876 79,968,965
Contingencies (Note 5)
Stockholders' equity:
Common stock, $.01 par value, 15,000,000
shares authorized, 2,782,398 and 2,843,375
shares outstanding at September 30, 1997
and December 31, 1996, respectively 28,434 28,434
Additional paid in capital 27,816,170 27,709,597
Retained income 15,158,999 14,876,066
Employee stock ownership plan (Note 6) (2,095,861) (2,238,386)
Management Recognition Plan (Note 3) (841,320) --
Net unrealized loss on securities available
for sale (553,145) (393,293)
------------ ------------
Total stockholders' equity 39,513,277 39,982,418
------------ ------------
Total liabilities and stockholders'
equity $142,878,153 119,951,383
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<PAGE>
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ----------------------
1997 1996 1997 1996
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Interest income:
Loans receivable $2,244,217 1,621,108 6,080,853 4,671,534
Mortgage-backed securities 233,295 255,422 716,613 789,476
Investment securities 44,605 23,916 150,105 50,666
Interest-bearing deposits with
banks 172,491 99,489 539,064 155,578
---------- --------- --------- ---------
Total interest income 2,694,608 1,999,935 7,486,635 5,667,254
---------- --------- --------- ---------
Interest expense:
Deposits 1,272,597 1,233,874 3,587,812 3,648,917
Borrowings 222,877 19,879 439,849 26,998
---------- --------- --------- ---------
Total interest expense 1,495,474 1,253,753 4,027,661 3,675,915
---------- --------- --------- ---------
Net interest income 1,199,134 746,182 3,458,974 1,991,339
---------- --------- --------- ---------
Provision for loan losses 30,700 14,878 84,693 45,047
---------- --------- --------- ---------
Net interest income after provision
for loan losses 1,168,434 731,304 3,374,281 1,946,292
Non-interest income:
Gain on sale of securities -- -- -- 4,458
Gain on loan sales 5,354 3,852 5,353 40,421
Service charges and fees 37,571 18,941 100,139 47,102
---------- --------- --------- ---------
Total non-interest income 42,925 22,793 105,492 91,981
Non-interest expenses:
Compensation and benefits 577,219 342,368 1,140,510 818,740
Occupancy costs 44,569 43,237 125,880 106,928
Franchise tax 102,251 46,800 342,293 146,100
Federal deposit insurance premiums 12,369 631,513 37,899 724,531
Data processing 72,365 20,641 127,451 61,925
Legal, accounting and examination
fees 36,997 25,826 137,076 65,392
Consulting fees 11,040 7,716 27,832 30,983
Advertising 7,998 12,141 27,136 36,742
Other 54,949 36,479 179,653 131,627
---------- --------- --------- ---------
Total non-interest expenses 919,757 1,166,721 2,145,730 2,122,968
---------- --------- --------- ---------
Income before income tax
expense 291,602 (412,624) 1,334,043 (84,695)
Income tax expense 98,000 (140,500) 454,000 (29,000)
---------- --------- --------- ---------
Net income (loss) $ 193,602 (272,124) $ 880,043 (55,695)
========== ========= ========= =========
Net income per share (Note 4) $.08 N/A $ .35 N/A
==== === ===== ===
</TABLE>
See accompanying notes to consolidated financial statements.
2<PAGE>
<PAGE>
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
Nine months ended September 30,
<TABLE>
<CAPTION>
Nine Months Ended June 30,
1997 1996
--------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $880,043 (55,695)
Adjustments to reconcile net income to net
cash provided by operating activities:
Net amortization of premiums and discounts (21,030) 5,261
Depreciation of premises and equipment 81,244 55,442
Federal Home Loan Bank stock dividend (51,900) (47,300)
Deferred income taxes (34,731) 27,128
Accretion of net loan fees deferred 70,022 (5,763)
Provision for loan loss 84,693 45,047
Gain on securities sales -- (4,457)
Gain on loan sales (5,354) (40,421)
Net loans originated held for sale (100,000) (524,820)
Proceeds from sale of loans held for sale 228,948 1,548,979
Employee Stock Ownership Plan amortization 199,390 118,000
Management Recognition Plan amortization 259,742 --
Change in:
Accrued interest receivable (192,471) (114,034)
Prepaid expenses and other assets (218,536) (50,537)
Accrued expenses (31,343) 664,715
Income taxes 105,220 36,853
------------ ------------
Net cash provided by operating
activities 1,253,937 1,658,398
------------ ------------
Cash flows from investing activities:
Proceeds from sale of mortgage backed
securities -- 1,667,340
Purchase of investment securities -- (3,937,700)
Principal payments on mortgage backed
securities 1,797,996 480,266
Net increase in loans receivable (26,790,826) (7,300,498)
Additions to premises and equipment (107,689) (96,928)
------------ ------------
Net cash used in investing
activities (25,100,519) (9,187,520)
------------ ------------
Cash flows from financing activities
Net increase (decrease) in deposits 6,954,571 (2,665,004)
Proceeds from stock conversion -- 27,730,706
Purchase of common stock by Employee Stock
Ownership Plan -- (2,360,001)
Cash dividends (597,108) --
Purchase of common stock for treasury (1,051,356) --
Short term Federal Home Loan Bank advances
& Federal Funds 8,650,000 --
Long term Federal Home Loan Bank advance
repayments (8,726) (8,232)
Long term Federal Home Loan Bank advances 8,000,000 --
Net decrease in advances from borrowers for
taxes and insurance (168,591) (90,930)
------------ ------------
Net cash provided by financing
activities 21,778,790 22,606,539
------------ ------------
Net (decrease) increase in cash and
cash equivalents (2,067,792) 15,077,417
Beginning cash and cash equivalents 13,420,389 869,124
------------ ------------
Ending cash and cash equivalents $ 11,352,597 15,946,541
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
September 30, 1997 and December 31, 1996
(1) Basis of Presentation
---------------------
The accompanying unaudited consolidated financial
statements were prepared in accordance with instructions
for Form 10-Q and therefore, do not include all disclosures
necessary for a complete presentation of the consolidated
statements of financial condition, income and cash flows in
conformity with generally accepted accounting principles,
and should be read in conjunction with the consolidated
financial statements and notes thereto for the fiscal year
ended December 31, 1996. However, all adjustments which
are, in the opinion of management, necessary for the fair
presentation of the interim financial statements have been
included. The consolidated statements of income for the
quarter and nine months ended September 30, 1997 are not
necessarily indicative of the results which may be expected
for the entire year.
(2) Consummation of the Conversion
------------------------------
On September 27, 1996, the Westwood Homestead Savings Bank
(the "Bank") completed its conversion from an Ohio mutual
savings bank to an Ohio stock savings bank and was
simultaneously acquired by Westwood Homestead Financial
Corporation (the "Company"), an Indiana corporation, which
was formed to act as the holding company of the Bank.
On the date of conversion, the Company issued 2,843,375
shares of common stock, $.01 par value, at $10 per share,
raising net proceeds of $27.7 million. In accordance with
the plan of conversion, $13.9 million of the net proceeds
were utilized to purchase 100% of the stock of the Bank.
(3) Management Recognition Plan
---------------------------
Effective September 29, 1997, the Company established the
Management Recognition Plan (MRP). During the second and
third quarters of 1997, the MRP purchased 76,200 shares of
the Company's common stock. The obligation of the MRP, net
of amounts charged to expense, is shown as a reduction of
stockholders' equity. The Bank amortizes the MRP expense
over the five year vesting period. Amortization of the
first year vesting of the MRP of $260,000 has been recorded
as compensation expense for the nine months ended September
30, 1997.
(4) Net income per share
--------------------
Earnings per share is not presented for the quarter and
nine months ended September 30, 1996 because no shares of
stock were outstanding for those periods.
(5) Contingencies
-------------
Although the Bank, from time to time, is involved in
various legal proceedings in the normal course of business,
there are no material legal proceedings to which the Bank
is a party or to which any of its property is subject.
(6) Employee Stock Ownership Plan
-----------------------------
Effective January 1, 1996, the Company established the
Employee Stock Ownership Plan (ESOP). On September 30,
1996, the ESOP purchased 227,470 shares of the Company's
common stock. The ESOP was capitalized with a loan from
the Company for $2.4 million which is secured by the shares
of common stock purchased. The obligation of the ESOP, net
of amounts charged to expense, is shown as a reduction of
stockholders' equity.
4<PAGE>
<PAGE>
The Bank intends to make annual contributions to the ESOP
sufficient to repay the loan plus interest over a 13 year
period. Amortization of the ESOP of $202,000 has been
recorded as compensation expense for the nine months ended
September 30, 1997.
(7) Impact of New Accounting Standards
----------------------------------
Earnings Per Share. In February 1997, the Financial
Accounting Standards Board (FASB) issued SFAS No. 128
"Earnings Per Share" (EPS). This Statement is effective for
financial statements issued for periods ending after
December 15, 1997. This Statement simplifies the standards
for computing and presenting earnings per share. It
requires dual presentation of basic and diluted ESP on the
face of the income statement and requires a reconciliation
of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted
EPS computation. The Bank does not expect the adoption of
this Statement to have a material effect on the Company's
financial position or results of operations.
Reporting Comprehensive Income. In June 1997, the FASB
issued SFAS No. 130 "Reporting Comprehensive Income". This
statement is effective for fiscal years beginning after
December 15, 1997. This Statement establishes standards
for reporting and display of comprehensive income and its
components in a full set of general purpose financial
statements. This Statement requires that an enterprise (a)
classify items of other comprehensive income by their
nature in a financial statement and (b) display the
accumulated balance other comprehensive income separately
from retained earnings and additional paid-in capital in
the equity section of a statement of financial position.
The Company does not expect the adoption of this statement
to have a material effect on the Company's financial
position and results of operations.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Noncash investing and financing activities:
Loans held for sale transfer to loans receivable $ 532,735 $ --
Treasury stock issued for Management Recognition
Plan 1,298,712 --
Deferred tax liability on securities available
for sale 82,348 69,025
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 1997 AND
DECEMBER 31, 1996
Westwood Homestead Savings Bank (the "Bank") converted from
a state chartered mutual savings bank to a state chartered stock
savings bank on September 27, 1996. In the conversion,
2,843,375 shares of common stock of Westwood Homestead Financial
Corporation (the "Company") were sold, generating net proceeds
after conversion expenses of $27.7 million. Of this amount,
$13.9 million was used to purchase 100% of the common stock of
the Bank, $2.4 million to fund the stock purchase made by the
Employee Stock Ownership Plan and the balance was used to
purchase investments and for other corporate purposes.
5<PAGE>
<PAGE>
Total assets increased $22.9 million, or 19.1% from $120.0
million at December 31, 1996 to $142.9 million at September 30,
1997. Loans receivable increased $27.1 million, or 32.1% from
$84.5 million at December 31, 1996 to $111.6 million at
September 30, 1997 as a result of strong loan demand, expanded
loan products and successful marketing. This increase consisted
of 75% one to four family loans and 50% adjustable rate loans.
Total liabilities increased $23.4 million from $80.0
million at December 31, 1996 to $103.4 million at September 30,
1997. This increase was due primarily to $16.6 million of
Federal Home Loan Bank ("FHLB") fixed rate advances with terms
ranging from seven months to 120 months. Competition for local
CDs has shifted the Banks's funding source to FHLB advances in
recent periods.
COMPARISON OF OPERATING RESULTS FOR THE QUARTER AND NINE MONTHS
ENDED SEPTEMBER 30, 1997 AND 1996
Net Income. Net income for the quarter ended September 30,
1997 was $194,000, or 8 cents per share, as compared with a loss
of $272,000 for the quarter ended September 30, 1996. Return on
average equity and return on average assets were 1.96% and
0.56%, respectively, for the quarter ended September 30, 1997
compared to -7.33% and -1.01%, respectively, for the same
quarter in 1996. Net income for the nine months ended September
30, 1997 was $880,000, or 35 cents per share, as compared with a
net loss of $56,000 for the nine months ended September 30,
1996.
Net Interest Income. Net interest income increased
$453,000 to $1,199,000 for the quarter ended September 30, 1997
from $746,000 for the quarter ended September 30, 1996. This
increase was due to $25.2 million more in net interest earning
assets as a result of the investment of stock conversion
proceeds. Net interest margin increased to 3.51% for the quarter
ended September 30, 1997 as compared to 2.84% for the same
quarter in 1996 primarily due to increased net interest earning
assets. Net interest income increased $1,468,000 to $3,459,000
for the nine months ended September 30, 1997 from $1,991,000 for
the nine months ended September 30, 1996.
Interest Income. Interest income increased $695,000, or
34.8%, to $2.7 million for the quarter ended September 30, 1997
from $2.0 million for the quarter ended September 30, 1996.
Interest income on loans receivable increased $623,000, or
38.4%, to $2,244,000 for the quarter ended September 30, 1997
from $1,621,000 for the quarter ended September 30, 1996. The
average balance of loans receivable increased 33.8% to $106.8
million for the quarter ended September 30, 1997 from the same
quarter a year ago while the average yield increased 28 basis
points to 8.41%. Stock conversion proceeds increased the
average of other earning assets $4.2 million from the year ago
quarter resulting in $73,000 more in other interest income.
Interest income increased $1,820,000, or 32.1%, to $7.5 million
for the nine months ended September 30, 1997 from $5.7 million
for the nine months ended September 30, 1996.
Interest Expense. Interest expense increased $241,000 to
$1,495,000 for the quarter ended September 30, 1997 from
$1,254,000 for the quarter ended September 30, 1996. This
increase is due to $6.2 million more in average interest bearing
liabilities and an increase in the average cost to 6.09% for the
quarter ended September 30, 1997 from 5.45% for the quarter
ended September 30, 1996. Interest expense increased $352,000
to $4,028,000 for the nine months ended September 30, 1997 from
$3,676,000 for the nine months ended September 30, 1996.
6<PAGE>
<PAGE>
Provision for Loan Losses. The Bank established provisions
for loan losses of $31,000 and $15,000 during the quarters ended
September 30, 1997 and 1996, respectively. Management regularly
reviews the factors indicative of risk in the Bank's loan
portfolio, including problem loans and changes in the
composition of loans, interest rates, real estate market
conditions and other and economic conditions, in an effort to
determine whether any loans require classification or the
establishment of additional reserves.
Non-Interest Income. Non-interest income increased $20,000
to $43,000 for the quarter ended September 30, 1997 from $23,000
for the quarter ended September 30, 1996. Service charges and
fees increased $19,000 to $38,000 for the quarter ended
September 30, 1997 from $19,000 for the quarter ended
September 30, 1996. This increase reflects the Bank's emphasis
on attracting new checking accounts in the last year. Service
charges and fees increased $53,000 to $100,000 for the nine
months ended September 30, 1997 from $47,000 for the nine months
ended September 30, 1996.
Non-Interest Expense. Non-interest expense decreased
$247,000 to $920,000 for the quarter ended September 30, 1997
from $1,168,000 for the quarter ended September 30, 1996 due
primarily to a one-time assessment to capitalize the Savings
Association Insurance Fund of $584,000 in 1996. Compensation
and benefits increased $235,000 as compared to the quarter ended
September 30, 1996 primarily due to $260,000 relating to the
first year amortization of the Management Recognition Plan.
Legal and accounting fees increased $53,000 due to expenses
relating to being a public company. Data processing expenses
increased $51,000 due to $37,000 of expenses relating to the
deconversion from the service bureau NCR. The Bank
anticipates additional investments in technology in the next two
quarters. Non-interest expense increased $23,000 to $2,146,000
for the nine months ended September 30, 1997 from $2,123,000 for
the nine months ended September 30, 1996.
Income Taxes. The Company recorded income tax expense
(benefit) of $454,000 and ($29,000) for the nine months ended
September 30, 1997 and 1996, respectively. This represented an
effective tax rate of 34.0% and (34.2%) for the nine months
ended September 30, 1997 and 1996, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $11.4 million at
September 30, 1997 which consisted primarily of overnight
federal funds and Federal Home Loan Bank term deposits. In
order for the Company to enhance shareholder returns and
generate a competitive return on equity, management's strategy
is to pursue an active strategy of growth, both internally
through expansion of the Bank's lending activities and other
capital management measures, and externally, through the
selective acquisition of other financial institutions. Due to
the highly competitive market for financial institution
acquisitions in the Bank's market areas, however, there can be
no assurance that the Company will be successful in identifying
attractive acquisition candidates or in acquiring such
candidates on favorable terms. Certificate of deposits maturing
in one year or less total $41.1million, which includes $9.8
million of the high rate ten year term CDs. Management believes
that current liquidity levels and borrowing limits are adequate
to fund daily operations.
7<PAGE>
<PAGE>
The Bank is subject to various regulatory capital
requirements administered by the federal banking agencies.
Failure to meet minimum capital requirements can initiate
certain mandatory - and possibly additional discretionary -
actions by regulators that, if undertaken, could have a direct
material effect on the Company's consolidated financial
statements. Quantitative measures established by regulation to
ensure capital adequacy require the Bank to maintain minimum
amounts and ratios ( set forth in the table below ) of Tangible,
Tier I/Core and Risk-based capital (as defined in the
regulations). Management believes, as of September 30, 1997,
that the Bank meets all capital adequacy requirements to which
it is subject.
<TABLE>
<CAPTION>
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provision
----------------- ----------------- -----------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Tangible Capital $28,880,853 22.56% 1,920,525 1.50% 6,401,750 5.00%
Tier I/Core Capital 28,880,853 22.56% 3,841,050 3.00% 7,682,100 6.00%
Risk-based Capital 29,131,059 36.90% 6,316,480 8.00% 7,895,600 10.00%
</TABLE>
8<PAGE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Although the Bank, from time to time, is involved in
various legal proceedings in the normal course of business,
there are no material legal proceedings to which the Bank is a
party or to which any of its property is subject.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
On September 29, 1997, the Company held a special meeting
of shareholders for the purpose of approving the Company's 1997
Stock Option Plan and Management Recognition Plan. The results
of the voting on such matters were as follows:
Stock Option Plan: 1,171,067 votes cast in favor; 350,720
votes cast against; 29,125 abstentions; and 1,000,308 broker
non-votes.
Management Recognition Plan: 1,298,312 votes cast in favor;
223,495 votes cast against; and 29,105 abstentions.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits are being filed with
-------- this report.
Exhibit Description
------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K. None
-------------------
9<PAGE>
<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.
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
Date: October 29, 1997 By: /s/ Michael P. Brennan
-----------------------------
Michael P. Brennan
(Principal Executive Officer)
Date: October 29, 1997 By: /s/ John E. Essen
-----------------------------
John E. Essen
(Principal Financial Officer)
10
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 851,531
<INT-BEARING-DEPOSITS> 10,055,522
<FED-FUNDS-SOLD> 445,544
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 16,984,378
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 111,565,272
<ALLOWANCE> 250,206
<TOTAL-ASSETS> 142,878,153
<DEPOSITS> 86,037,349
<SHORT-TERM> 8,650,000
<LIABILITIES-OTHER> 558,795
<LONG-TERM> 8,118,732
0
0
<COMMON> 28,434
<OTHER-SE> 39,484,843
<TOTAL-LIABILITIES-AND-EQUITY> 142,878,153
<INTEREST-LOAN> 2,244,217
<INTEREST-INVEST> 277,900
<INTEREST-OTHER> 172,491
<INTEREST-TOTAL> 2,694,608
<INTEREST-DEPOSIT> 1,272,597
<INTEREST-EXPENSE> 1,495,474
<INTEREST-INCOME-NET> 1,199,134
<LOAN-LOSSES> 30,700
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 919,757
<INCOME-PRETAX> 291,602
<INCOME-PRE-EXTRAORDINARY> 291,602
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 193,602
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
<YIELD-ACTUAL> 1.81
<LOANS-NON> 0
<LOANS-PAST> 321,136
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 219,506
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 250,206
<ALLOWANCE-DOMESTIC> 250,206
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
