<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
Commission File Number: 0-21385
----------
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
------------------------------
(Exact name of small business issuer 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 . The registrant has not been subject to the
reporting requirements of the Exchange Act for the past 90 days.
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
March 31, 1999 common stock, $.01 par value: 2,263,818
<PAGE> 2
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of
March 31, 1999 and December 31, 1998 (Unaudited) .............................................1
Consolidated Statements of Income for the Three
Months Ended March 31, 1999 and 1998 (Unaudited) ..................................................2
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1999 and 1998 (Unaudited) ..................................................3
Notes to Consolidated Financial Statements (Unaudited) ............................................4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ...............................................................6
Item 3. Quantitative and Qualitative Disclosures About Market Risk ......................................9
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings ...............................................................................10
Item 2. Changes in Securities ...........................................................................10
Item 3. Defaults Upon Senior Securities .................................................................10
Item 4. Submission of Matters to a Vote of Security-Holders .............................................10
Item 5. Other Information ...............................................................................10
Item 6. Exhibits and Reports on Form 8-K ................................................................10
</TABLE>
SIGNATURES
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
--------------------
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
Consolidated Statements of Financial Condition
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 6,687,626 $ 5,009,850
Mortgage backed securities available for sale 1,259,491 1,529,042
Loans receivable, net 117,680,095 118,926,081
Stock in Federal Home Loan Bank 1,161,100 1,141,400
Accrued interest receivable 679,939 717,818
Premises and equipment, net 2,186,277 2,176,233
Prepaid expenses and other assets 676,640 370,367
------------- -------------
Total assets $ 130,331,168 $ 129,870,791
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 88,282,344 $ 87,335,911
Federal Home Loan Bank advances 17,550,120 17,453,551
Advances from borrowers for taxes and insurance 539,201 789,478
Income taxes 350,594 133,823
Accrued expenses and other liabilities 81,629 181,518
------------- -------------
Total liabilities 106,803,888 105,894,281
Stockholders' equity:
Common Stock, $.01 par value, 15,000,000 shares 28,434 28,434
authorized, 2,843,375 shares issued
Additional paid in capital 18,804,492 18,811,404
Retained income 15,638,759 15,514,498
Employee Stock Ownership Plan (2,381,292) (2,419,063)
Management Recognition Plan (1,259,057) (1,323,363)
Treasury Stock, 579,557, 514,557 shares at cost (7,313,072) (6,647,447)
Accumulative other comprehensive income 9,016 12,047
------------- -------------
Total stockholders' equity 23,527,280 23,976,510
============= =============
Total liabilities and stockholders' equity $ 130,331,168 $ 129,870,791
============= =============
</TABLE>
See accompanying notes.
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
1
<PAGE> 4
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
-----------------------
1999 1998
---------- ----------
<S> <C> <C>
Interest income:
Loans receivable $2,420,789 $2,532,617
Mortgage backed securities 21,133 34,579
Investment securities -- 10,254
Interest bearing deposits with banks 66,600 69,534
---------- ----------
Total interest income 2,508,522 2,646,984
---------- ----------
Interest expense:
Deposits 1,103,532 1,167,474
Borrowings 254,234 232,174
---------- ----------
Total interest expense 1,357,766 1,399,648
---------- ----------
Net interest income 1,150,756 1,247,336
Provision for loan losses 13,856 10,054
---------- ----------
Net interest income after provision for loan losses 1,136,900 1,237,282
---------- ----------
Non-interest income:
Gain on loan sales 68,149 44,689
Service charges and fees 44,229 30,569
---------- ----------
Total non-interest income 112,378 75,258
---------- ----------
Non-interest expense:
Compensation and benefits 444,044 497,128
Occupancy costs 86,099 51,886
Franchise tax 69,205 113,990
Federal deposit insurance premiums 12,861 13,416
Data processing 30,452 30,133
Legal, accounting and examination fees 19,640 34,612
Advertising 18,536 12,004
Other 75,536 85,326
---------- ----------
Total non-interest expense 756,373 838,495
---------- ----------
Income before income tax 492,905 474,045
Income tax 163,000 168,000
---------- ----------
Net income $ 329,905 $ 306,045
========== ==========
Earnings per share, basic and diluted $0.16 $0.12
----- -----
</TABLE>
See accompanying notes.
2
<PAGE> 5
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three months ended March 31,
Cash flows from operating activities: 1999 1998
---- ----
<S> <C> <C>
Net income $ 329,905 $ 306,045
Adjustments to reconcile net income to net cash provided by operating
activities:
Net amortization of premium and discounts 3,697 2,932
Depreciation of premises and equipment 59,068 36,150
Federal Home Loan Bank stock dividend (19,700) (18,300)
Provision for loan losses 13,856 10,054
Gain on loan sales (68,149) (44,689)
Proceeds from sale of loans held for sale 4,695,272 2,260,992
Employee Stock Ownership Plan amortization 30,859 81,543
Management Recognition Plan amortization 64,306 64,936
Change in:
Accrued interest receivable 37,879 (10,742)
Prepaid expenses and other assets (306,273) (281,897)
Accrued expenses (44,579) (8,407)
Income taxes 163,000 168,000
------------ ------------
Net cash provided by operating activities 4,959,141 2,566,617
------------ ------------
Cash flows from investing activities:
Proceeds from maturing investment securities -- 1,000,000
Principal payments on mortgage backed securities 261,283 158,356
Net increase in loans receivable (3,394,993) (4,310,045)
Additions to premises and equipment (69,112) (103,967)
------------ ------------
Net cash used in investing activities (3,202,822) (3,255,656)
------------ ------------
Cash flow from financing activities:
Net increase (decrease) in deposits 946,433 (4,753,918)
Cash dividends (205,643) (123,179)
Purchase of MRP shares -- (607,622)
Proceeds from Federal Home Loan Bank advances 1,100,000 1,000,000
Repayment of Federal Home Loan Bank advances (1,003,431) (1,443)
Purchase of treasury shares (665,625) --
Net decrease in advances from borrowers for taxes and insurance (250,277) (354,774)
------------ ------------
Net cash used by financing activities (78,543) (4,840,936)
------------ ------------
Net increase (decrease) in cash and cash equivalents 1,677,776 (5,529,975)
Beginning cash and cash equivalents 5,009,850 10,368,279
------------ ------------
Ending cash and cash equivalents $ 6,687,626 $ 4,838,304
============ ============
</TABLE>
See accompanying notes.
3
<PAGE> 6
See accompanying notes.
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
March 31, 1999 and December 31, 1998
(1) Basis of Presentation
---------------------
The financial statements were prepared in accordance with the
instructions for Form 10-Q and therefore, do not include all
disclosures necessary for a complete presentation of financial
condition, income and cash flows in conformity with generally accepted
accounting principles. However, these financial statements have been
prepared on a basis consistent with the annual financial statements and
include, all adjustments consisting only of normal recurring
adjustments which are, in the opinion of management, necessary for the
fair presentation of the interim financial statements
(2) Comprehensive Income
--------------------
The Company adopted FASB Statement No. 130, Reporting Comprehensive
Income", during the first quarter of 1998. The statement establishes
standards for reporting and display of comprehensive income and its
components. Comprehensive income includes net income and other
comprehensive income, which for the Company includes unrealized gains
and losses on securities available for sale.
<TABLE>
<CAPTION>
Three months ended March 31,
------------------------------------
1999 1998
---- ----
<S> <C> <C>
Net Income 329,905 306,045
Other comprehensive income, net of tax:
Unrealized holding losses arising during the period (3,032) (3,422)
-------------- -------------
Comprehensive income 326,873 302,623
============== =============
</TABLE>
(3) Earnings Per Share
------------------
The following table presents the numerators (net income) and
denominators (average shares outstanding) for the basic and diluted net
income per share computations for the three months ended March 31:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net income, basic and diluted $329,905 $306,045
Average shares outstanding 2,007,036 2,536,483
Effect of dilutive securities 464 17,454
-------------- ----------------
Average shares outstanding including dilutive shares 2,007,500 2,553,937
============== ================
Net income per share, basic $0.16 $0.12
============== ================
Net income per share, diluted $0.16 $0.12
============== ================
</TABLE>
4
<PAGE> 7
(4) Consolidated Statement of Changes in Stockholders' Equity (Unaudited)
--------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months ended
--------------------------------
March 31,
--------------------------------
1999 1998
--------------------------------
<S> <C> <C>
Balance, January 1 23,976,510 30,145,712
Net Income 329,905 306,045
Dividends on common stock (205,643) (123,179)
Purchase of shares by management recognition plan -- (607,622)
Amortization of management recognition plan 64,306 64,936
Amortization of employee stock ownership plan 30,859 81,543
Purchase of treasury stock (665,625) --
Changes in accumulated other comprehensive income (3,032) (3,422)
--------------------------------
Balance, end of period 23,527,280 29,864,013
================================
</TABLE>
5
<PAGE> 8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 1999 AND DECEMBER 31, 1998
Total assets increased $460,000, or 0.4% from $129.9 million at
December 31, 1998 to $130.3 million at March 31, 1999. Increased loan
prepayments resulted in a $1.0 million decrease in loans receivable. During the
second quarter changes were made to the Bank's loan pricing policy to address
the increased competition in the area. Deposits increased $946,000 during the
period primarily in certificates of deposits. The Company repurchased an
additional 65,000 shares of its stock contributing to the $450,000 decrease in
stockholder's equity.
COMPARISON OF OPERATING RESULTS FOR THE QUARTER ENDED MARCH 31, 1999 AND 1998
Net Income. Net income for the quarter ended March 31, 1999 was
$330,000, or 16 cents per share, as compared with $306,000, or 12 cents per
share for the quarter ended March 31, 1998. Return on average equity and return
on average assets were 5.48% and 1.02%, respectively, for the quarter ended
March 31, 1999 compared to 4.16% and 0.94%, respectively, for the same quarter
in 1998.
Net Interest Income. Net interest income decreased $96,000 to
$1,151,000 for the quarter ended March 31, 1999 from $1,247,000 for the quarter
ended March 31, 1998. This 7.7% decrease was due to a reduction of $7.7 million
in average net earning assets resulting from the stock buybacks during the last
12 months. The net interest margin decreased to 3.68% for the quarter ended
March 31, 1999 as compared to 3.92% for the same quarter in 1998 while the net
interest rate spread increased 16 basis points to 2.84%.
Interest Income. Interest income decreased $138,000, or 5.2%, to $2.5
million for the quarter ended March 31, 1999 from $2.6 million for the quarter
ended March 31, 1998. Interest income on loans receivable decreased $111,000, or
4.4%, to $2.4 million for the quarter ended March 31, 1999 from $2.5 million for
the quarter ended March 31, 1998. The average balance of loans receivable
decreased 1.3% to $118.3 million for the quarter ended March 31, 1999 from the
same quarter a year ago while the average yield decreased 27 basis points to
8.19%. In managing the Bank's interest rate risk, $9.1 million of existing fixed
rate loans were sold with servicing retained in the second quarter of 1998. The
average balance of investments and other interest earning assets decreased
$880,000 from the year ago quarter resulting in $27,000 less in other interest
income. As of March 31, 1999 loans receivable represented 90.3% of total assets
as compared to 92.2% at March 31, 1998.
Interest Expense. Interest expense decreased $42,000 to $1.3 million
for the quarter ended March 31, 1999 from $1.4 million for the quarter ended
March 31, 1998. An increase in the average balance of interest bearing
liabilities of $5.2 million was offset by a reduction of 44 basis points in the
average rate to 5.19% for the quarter ended March 31, 1999 from 5.63% for the
quarter ended March 31, 1998. The average balance of deposits increased $2.5
million while the average rate dropped 45 basis points to 5.07%. The average
balance of advances increased $2.7 million while the average rate decreased 48
basis points to 5.80%.
Provision for Loan Losses. The Bank recorded provisions for loan losses
of $14,000 and $10,000 during the quarters ended March 31, 1999 and 1998,
respectively. The loan portfolio is regularly reviewed by management, including
problem loans, and changes in the relative makeup to determine whether any loans
require classification or the establishment of additional reserves.
6
<PAGE> 9
Non-Interest Income. Non-interest income increased $37,000 to $112,000
for the quarter ended March 31, 1999 from $75,000 for the quarter ended March
31, 1998. Loan sales of $4.6 million generated gains of $68,000 which represent
60.6% of total non-interest income. Management projects lower levels of loan
sales going forward. Service charges and fees increased 44% to $44,000.
Non-Interest Expense. Non-interest expense decreased $82,000 to
$756,000 for the quarter ended March 31, 1999 from $838,000 for the quarter
ended March 31, 1998. This decrease was due primarily to a decrease of $53,000
in compensation and benefits during the quarter ended March 31, 1999 as compared
to the quarter ended March 31, 1998 primarily due to lower stock benefit plan
expenses. The reduction in capital levels resulted in a decrease in state
franchise tax of $45,000 from the previous year. Occupancy costs increased
$34,000 from the previous year due to the building expansion of the home office
completed in October 1998. The ratio of non-interest expense to average assets
was 2.33% for the quarter ended March 31, 1999 as compared to 2.59% for the same
quarter a year ago.
Income Taxes. The Company has recorded income tax expense of $163,000
and $168,000 for the quarters ended March 31, 1999 and 1998, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $6.7 million at March 31, 1999 which
primarily consisted of overnight federal funds and Federal Home Loan Bank short
term deposits. In order for the Company to enhance shareholder returns and
generate a competitive return on equity, management plans to expand the Bank's
lending and investment activities and pursue other capital management measures.
The Company will also attempt to pursue growth 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. Management believes that current liquidity levels are adequate
to fund daily operations.
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 March 31, 1999, that the Bank meets all capital
adequacy requirements to which it is subject.
<TABLE>
<CAPTION>
To Be Well Capitalized
For Capital Under Prompt Corrective
Actual Adequacy Purposes Action Provision
--------------------------- ------------------------- ------------------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Tangible Capital $ 21,445,379 16.67% 1,929,870 1.50% 6,432,900 5.00%
Tier I/CoreCapital 21,445,379 16.67% 3,859,740 3.00% 7,719,480 6.00%
Risk-based Capital 21,752,920 28.30% 6,150,160 8.00% 7,687,700 10.00%
</TABLE>
7
<PAGE> 10
YEAR 2000 READINESS DISCLOSURE
The paragraphs of this section constitute a "Year 2000 Readiness
Disclosure" as defined in the Year 2000 Information and Readiness Disclosure Act
(Pub. L. No. 105-271). The Company faces risks associated with the Year 2000
date change similar to those faced by other financial institutions. Assessing,
remediating, and testing information technology systems for Year 2000 compliance
is a top priority for the Company. A Year 2000 plan has been approved by the
Board of Directors which includes multiple phases, tasks to be completed, and
target dates for completion. Issues addressed therein include awareness,
assessment, renovation, validation, implementation, testing, and contingency
planning.
The Company has assigned the Manager of Information Systems to oversee the Year
2000 project. The Company has completed its awareness, assessment and renovation
phases and is actively involved in validating and implementing its plan. Most of
the material data processing that could be affected by this problem is provided
by the third party service bureau, Fiserv. Fiserv has represented to management
that all of the core data processing code has been renovated to address the Year
2000 issue. At the present time, the Company has completed the testing phase and
anticipates the documentation phase will be substantially completed by June 30,
1999.
The Company's vendors and suppliers have been contacted for written confirmation
of their product readiness for Year 2000 compliance. Negative or deficient
responses are analyzed and periodically reviewed to prescribe timely actions
within the Company's contingency planning. The Company's main service provider
has completed testing of its mission critical application software and item
processing software; the test results, which have been documented and validated,
indicate the software to be Year 2000 compliant. The Company has authorized the
acceptance of proxy testing by selected data exchange service providers. Federal
Financial Institution Examination Council ("FFIEC") guidance on testing Year
2000 compliance of service providers states that proxy tests are acceptable
compliance tests. In proxy testing, the service provider tests with a
representative sample of financial institutions that use a particular service,
with the results of such testing shared with all similarly situated clients of
the service providers. since the proxy tests have been conducted with financial
institutions that are similar in type and complexity to its own, using the same
version of the Year 2000 ready software and the same hardware and operating
systems. The test results, which have been documented and validated indicate the
data exchange software and item processing activities to be Year 2000 compliant.
The Company also recognizes the importance of determining that its borrowers are
facing the Year 2000 problem in a timely manner to avoid deterioration of the
loan portfolio solely due to this issue. All material relationships have been
identified and questionnaires are being completed to assess the inherent risks.
The Company plans to work on a one-on-one basis with any borrower who has been
identified as having high Year 2000 risk exposure.
Accordingly, management does not believe that the Company has incurred or will
incur material costs associated with the Year 2000 issue since it routinely
upgrades and purchases technologically advanced software and hardware on a
continual basis. However, some reallocation of internal resources and will be
required. There can be no assurances that all hardware and software that the
Company will use will be Year 2000 compliant. Management cannot predict the
amount of financial difficulties it may incur due to customers and vendors
inability to perform according to their agreements with the Company or the
effects that other third parties may cause as a result of this issue. Therefore,
there can be no assurance that the failure or delay of others to address the
issue or that the costs involved in such process will not have a material
adverse effect on the Company's business, financial condition, and results of
operations.
Based on testing results to date, the Company's mission critical systems have
been deemed to be Year 2000 compliant. Therefore, the Company's contingency plan
will focus on business continuity issues affected by service outages not related
to Year 2000. With regards to non-mission critical systems, the Company's
8
<PAGE> 11
contingency plans are to replace those systems that test as being noncompliant.
Alternatively, some systems could be handled manually on an interim basis. It is
anticipated that the Company's deposit customers will have increased demands for
cash in the latter part of 1999 and correspondingly the Company will maintain
higher liquidity levels.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Bank's March 31, 1999 analysis of the impact of changes in interest
rates on net interest income over the next 12 months indicate no significant
changes in the Bank's exposure to interest rate changes since December 31, 1998.
The table below illustrates the simulation analysis of the impact of a 100 or
200 basis point upward or downward movement in interest rates. The impact of the
rate movement was simulated as if rates changes immediately from March 31, 1999
levels, and remained constant at those levels thereafter.
<TABLE>
<CAPTION>
Movement in March 31, 1999 interest rates
----------------------------------------------------
+100 bps +200 bps -100 bps -200 bps
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net interest income decrease ($213) ($425) $212 $423
Net income per share decrease ($0.07) ($0.14) $0.07 $0.14
</TABLE>
9
<PAGE> 12
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
None
ITEM 5. OTHER INFORMATION
None
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. With the exception of the Form 8-K filed on
January 14, 1999 to announced a stock repurchase plan, there were no
reports on Form 8-K filed during the last quarter of the fiscal year
covered by this report.
10
<PAGE> 13
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: May 13, 1999 By: /s/ Michael P. Brennan
------------------------------------
Michael P. Brennan
(Principal Executive Officer)
Date: May 13, 1999 By: /s/ John E. Essen
------------------------------------
John E. Essen
(Principal Financial Officer)
11
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 607
<INT-BEARING-DEPOSITS> 3309
<FED-FUNDS-SOLD> 2771
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1259
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 177680
<ALLOWANCE> 308
<TOTAL-ASSETS> 130331
<DEPOSITS> 88282
<SHORT-TERM> 0
<LIABILITIES-OTHER> 971
<LONG-TERM> 17550
0
0
<COMMON> 28
<OTHER-SE> 23499
<TOTAL-LIABILITIES-AND-EQUITY> 130331
<INTEREST-LOAN> 2421
<INTEREST-INVEST> 21
<INTEREST-OTHER> 67
<INTEREST-TOTAL> 2509
<INTEREST-DEPOSIT> 1104
<INTEREST-EXPENSE> 1358
<INTEREST-INCOME-NET> 1151
<LOAN-LOSSES> 14
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 756
<INCOME-PRETAX> 493
<INCOME-PRE-EXTRAORDINARY> 493
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 330
<EPS-PRIMARY> .16
<EPS-DILUTED> .16
<YIELD-ACTUAL> 284
<LOANS-NON> 216
<LOANS-PAST> 9
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 294
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 308
<ALLOWANCE-DOMESTIC> 308
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
