FORM 10-QSB
U.S. 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 DECEMBER 31, 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 number: 0-21297
Foundation Bancorp, Inc.
_______________________________________________________
(Exact name of Registrant as specified in its charter)
Ohio
_______________________________________________________________
(State or other jurisdiction of incorporation or organization)
31-1465239
_______________________________________________________
(I.R.S. Employer Identification Number)
25 Garfield Place, Cincinnati, Ohio 45202
_______________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 721-0120
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 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.
__X__ Yes _____ No
State the number of shares outstanding of the issuer's classes of common stock,
as of the latest practicable date.
Common shares, no par value Outstanding at December 31, 1996: 462,875
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<PAGE>
FOUNDATION BANCORP, INC.
FORM 1O-QSB
QUARTER ENDED DECEMBER 31, 1996
Part l - Financial Information
Item 1 - Financial Statements
Interim financial information required by Regulation 210.10 - 01 of Regulation
S-X is included in this Form 10-QSB as referenced below:
Consolidated Statements of Financial Condition...................3
Consolidated Statements of Earnings..............................4
Condensed Consolidated Statements of Cash Flows..................5
Notes to Consolidated Financial Statements.......................6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations....................8
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<TABLE>
FOUNDATION BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
December 31, June 30,
1996 1996
------------ --------
(Unaudited)
ASSETS
<S> <C> <C>
Cash and due from banks $ 167,296 $ 61,081
Interest-bearing deposits in other financial institutions 3,043,344 1,111,408
------------ ------------
Cash and cash equivalents 3,210,640 1,172,489
Investment securities - at amortized cost, approximate market value of
$900,458 and $900,635 at December 31, 1996 and June 30, 1996,
respectively 899,687 899,687
Mortgage-backed securities - at cost, approximate market value of
$4,385,083 and $4,553,889 at December 31, 1996 and June 30, 1996,
respectively 4,411,476 4,640,509
Loans receivable - net 24,750,617 23,266,664
Office premises and equipment - at depreciated cost 307,453 313,281
Federal Home Loan Bank Stock - at cost 283,700 278,800
Accrued interest receivable on loans 80,729 99,150
Accrued interest receivable on mortgage-backed securities 33,979 36,817
Accrued interest receivable on investments and interest-bearing
deposits 18,481 14,198
Prepaid expenses and other assets 58,166 113,560
------------ ------------
TOTAL ASSETS $ 34,054,928 $ 30,835,155
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $ 26,053,272 $ 26,950,784
Advances from Federal Home Loan Bank 790,102 824,847
Advances by borrowers for taxes, insurance and other 256,937 70,179
Other liabilities 103,766 135,985
Deferred federal income taxes 60,800 60,800
------------ ------------
TOTAL LIABILITIES 27,264,877 28,042,595
Shareholders' equity
Common shares - 2,000,000, no par value, authorized; 462,875
shares issued and outstanding -- --
Additional paid-in capital 4,341,126 --
Unallocated shares held by Employee Stock Ownership Plan (311,781) --
Retained earnings - substantially restricted 2,760,706 2,792,560
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 6,790,051 2,792,560
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 34,054,928 $ 30,835,155
============ ============
</TABLE>
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<PAGE>
<TABLE>
FOUNDATION BANCORP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
Three months ended Six months ended
December 31, December 31,
------------------------- -------------------------
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Interest income (Unaudited)
Loans $ 507,637 $ 449,497 $ 992,713 $ 896,080
Mortgage-backed securities 66,047 80,543 135,867 160,837
Investment securities 20,107 17,430 39,861 36,688
Interest-bearing deposits and other 46,362 48,493 77,100 94,658
----------- ----------- ----------- -----------
Total interest income 640,153 595,963 1,245,541 1,188,263
Interest expense
Deposits 360,519 394,192 739,593 782,064
Federal Home Loan Bank advances 11,060 11,982 22,355 27,734
----------- ----------- ----------- -----------
Total interest expense 371,579 406,174 761,948 809,798
----------- ----------- ----------- -----------
Net interest income before provision for
losses on loans 268,574 189,789 483,593 378,465
Provision for losses on loans (3,000) (3,000) (9,000) (6,000)
----------- ----------- ----------- -----------
Net interest income after provision for
losses on loans 265,574 186,789 474,593 372,465
Other operating income 18,286 17,128 32,590 30,498
General, administrative and other expense
Employee compensation and benefits 109,669 87,243 231,545 169,726
Occupancy and equipment 19,914 20,220 40,522 39,732
Federal deposit insurance premiums 12,000 15,820 196,267 30,375
Franchise taxes 8,969 8,118 17,938 16,235
Data processing 7,832 8,219 16,394 14,262
Other 25,835 23,534 50,533 48,701
----------- ----------- ----------- -----------
Total general, administrative and other
expense 184,219 163,154 553,199 319,031
----------- ----------- ----------- -----------
Income (loss) before income taxes 99,641 40,763 (46,016) 83,932
Provision (benefit) for federal income taxes (32,525) (12,900) 14,163 (26,714)
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) $ 67,116 $ 27,863 ($ 31,853) $ 57,218
=========== =========== =========== ===========
EARNINGS (LOSS) PER SHARE $ 0.16 ($ 0.07)
=========== ===========
</TABLE>
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<PAGE>
<TABLE>
FOUNDATION BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended December 31,
1996 1995
------ ------
(Unaudited)
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net earnings (loss) for the period $ (31,853) $ 57,218
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Gain on sale of loans (3,710) --
Depreciation and amortization 9,055 8,023
Amortization of premiums and discounts on mortgage-backed
securities 8,801 8,163
ESOP allocation 58,519 --
Federal Home Loan Bank stock dividends (4,900) (9,100)
Provision for losses on loans 9,000 6,000
Amortization of deferred loan origination fees (3,742) (5,477)
Deferred loan fees (costs) originated (8,682) (17,624)
Effects of changes in operating assets and liabilities:
Accrued interest receivable 16,976 (1,300)
Refundable income tax (28,950) 31,927
Prepaid expenses and other assets 37,083 34,724
Accrued expenses (32,219) (9,288)
----------- -----------
Net cash provided by operating activities 25,378 103,266
----------- -----------
Cash flows provided by (used in) investing activities:
Purchase of mortgage-backed securities (97,900) --
Principal repayments on mortgage-backed securities 318,222 381,703
Maturities of investment securities -- 150,000
Loan disbursements (3,910,905) (3,735,553)
Principal repayments on loans 1,860,036 2,026,771
Proceeds from sales of loans 574,050 --
Purchase of property and equipment (3,228) (5,802)
----------- -----------
Net cash provided by (used in) investing activities (1,259,815) (1,182,881)
----------- -----------
Cash flows provided by (used in) financing activities:
Net increase (decrease) in deposit accounts (897,512) 262,150
Repayment of FHLB advances (34,745) (332,913)
Net increase(decrease) in advances by borrowers for taxes, insurance
and other 186,758 173,538
Proceeds from issuance of common shares 4,018,087 --
----------- -----------
Net cash provided by (used in) financing activities 3,272,558 102,775
----------- -----------
Net increase (decrease) in cash and cash equivalents 2,038,151 (976,840)
Cash and cash equivalents at beginning of period 1,172,489 3,942,980
----------- -----------
Cash and cash equivalents at end of period $ 3,210,640 $ 2,966,140
=========== ===========
</TABLE>
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FOUNDATION BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended
December 31, 1996 and 1995
In May 1996, the Board of Directors of Foundation Savings Bank
("Foundation") adopted a Plan of Conversion (the "Plan") providing for the
conversion of Foundation from the mutual form of organization to the stock form
(the "Conversion"). In connection with the Conversion, Foundation formed a
holding company, Foundation Bancorp, Inc. (the "Company"). On September 25,
1996, Foundation completed the Conversion, in connection with which Foundation
issued all of its outstanding shares to the Company and the Company issued
462,875 common shares in a subscription offering and a community offering at a
price of $10.00 per share which, after consideration of offering expenses
totaling $287,624 and shares purchased by employee benefit plans totaling
$370,300, resulted in net cash proceeds of $3,970,826. The financial statements
for the periods prior to September 25, 1996, are those of Foundation prior to
the Conversion.
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
consolidated financial position, results of operations and cash flows in
conformity with generally accepted accounting principles. However, in the
opinion of management, all adjustments (consisting only of normal recurring
accruals) which are necessary for a fair presentation of the consolidated
financial statements have been included. The results of operations for the six
months ended December 31, 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 Company and Foundation. All significant intercompany items have been
eliminated.
3. EARNINGS PER SHARE
Earnings per share for the six month period ended December 31, 1996, is
computed based upon 431,190 weighted average shares outstanding, which gives
effect to a reduction for the 31,685 unallocated shares held by the Foundation
Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP"), in accordance with
Statement of Position 93-6 ("SOP 93-6") issued by the American Institute of
Certified Public Accountants. Because the Conversion was completed in September,
1996, earnings per share for the six months ended December 31, 1995, cannot be
computed.
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<PAGE>
FOUNDATION BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended December 31, 1996 and 1995
4. EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS
SOP 93-6, "Employers' Accounting for Employee Stock Ownership Plans,"
was issued in November 1993. SOP 93-6, which is effective for fiscal years
beginning after December 15, 1993. SOP 93-6 became applicable to Foundation for
its fiscal year which began July 1, 1996. SOP 93-6 will, among other things,
change the measure of compensation expense recorded by employers for leveraged
ESOPs from the cost of ESOP shares to the fair value of ESOP shares. Under SOP
93-6, the Company will recognize compensation cost equal to the fair value of
the ESOP shares during the periods in which they become committed to be
released. To the extent that the fair value of the ESOP shares differs from the
cost of such shares, the differential will be charged or credited to equity.
Employers with internally leveraged ESOPs, such as the Company, will not report
the loan receivable from the ESOP as an asset and will not report the ESOP debt
from the employer as a liability.
In October 1995, the Financial Accounting Standards Board (the "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 the compensation
cost of all employee stock compensation plans based on the estimated fair value
of awards at the date they are granted. Companies are, however, allowed to
continue to measure compensation costs 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 retain their
existing accounting method are required to disclose in a footnote to the
financial statements pro forma net income 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. Companies are required, however, to disclose information for
awards granted in their first fiscal year ending after December 15, 1994.
Management has not completed an analysis of the potential effects of SFAS No.
123 on its financial condition or results of operations.
In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities," which
established accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. The standards are based on
a consistent application of a financial-components approach that focuses on
control. Under that approach, after a transfer of financial assets an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred and ceases recognizing financial assets when control has been
surrendered and ceases recognizing liabilities when they have been extinguished.
SFAS No. 125 provides consistent standards for distinguishing transfers of
financial assets that are sales from transfers that are secured borrowings. SFAS
No. 125 supersedes SFAS No. 122. SFAS No. 125 is effective for transactions
occurring after December 31, 1996. Management does not expect an impact from
adoption of SFAS No. 125.
-7-
<PAGE>
FOUNDATION BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
DISCUSSION OF FINANCIAL CONDITION AT DECEMBER 31, 1996
At December 31, 1996, the Company's assets totaled $34.1 million, an
increase of $3.2 million, or 10.4%, over the $30.9 million total at June 30,
1996. The increase in assets was funded by an increase of $4.0 million, or
143.1%, in shareholders' equity, resulting from the sale of common shares in
connection with the Conversion. Cash and equivalents equaled $3.2 million at
December 31, 1996, an increase of $2.0 million, or 173.8 %, over the $1.2
million at June 30, 1996. The increase in cash and equivalents was also a result
of the sale of common shares in connection with the Conversion. Mortgage-backed
securities were $229,033 less at December 31, 1996, than at June 30, 1996, a
decrease of 4.9%, as the result of repayments during the six month period. Loans
receivable were $24.8 million at December 31, 1996, an increase of $1.5 million,
or 6.4 %, over the June 30, 1996, total, as loan demand remained strong and
payoffs decreased.
Total deposits were $897,512 less at December 31, 1996, than at June
30, 1996, a decrease of 3.3%, as deposited funds were used to purchase common
shares in the Conversion and retirement accounts sought higher yields in mutual
funds. Advances from the Federal Home Loan Bank decreased $34,745, or 4.2%,
between June 30 and December 31, 1996, due to scheduled repayments. An increase
of $186,758, or 266.1%, in the balance of advances by borrowers for taxes,
insurance and other items at December 31, 1996, compared to June 30, 1996,
resulted from a greater number of accounts at December 31, 1996, and timing
differences on the payment of real estate taxes and insurance.
The Office of Thrift Supervision has three minimum regulatory capital
standards for savings associations. At December 31, 1996, Foundation's capital
substantially exceeded each of the requirements. The following is a summary of
Foundation's approximate regulatory capital position, in dollars and as a
percentage of regulatory assets, at December 31, 1996:
<TABLE>
Excess of actual
capital over current
Actual Capital Current Requirement requirement
------------------- ------------------- --------------------
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Tangible capital $5,407 15.8% $ 511 1.5% $4,896 14.3%
Core capital $5,407 15.8% $1,022 3.0% $4,385 12.8%
Risk-based capital $5,527 34.4% $1,284 8.0% $4,243 26.4%
</TABLE>
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<PAGE>
FOUNDATION BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 1996
AND 1995
GENERAL
The Company recorded a net loss of $31,853 for the six months ended
December 31, 1996, compared to net earnings of $57,218 for the same period of
1995, primarily as a result of the one-time assessment of $168,364 imposed on
Foundation by the Federal Deposit Insurance Corporation in September 1996 as
part of legislation to recapitalize the Savings Association Insurance Fund (the
"SAIF").
NET INTEREST INCOME
Net interest income after provision for losses on loans for the six
months ended December 31, 1996, increased $102,128, or 27.8%, compared to the
same period in 1995. This was the result of an increase of $57,278, or 4.8%, in
total interest income and a decrease of $47,850, or 5.9%, in total interest
expense. The increase in total interest income resulted principally from an
increase of $96,633, or 10.8%, in interest earned on loans, due to a larger loan
portfolio, offset by a decrease of $24,970, or 15.5%, in interest on
mortgage-backed securities, due to a smaller portfolio of such securities and
higher premium expense due to increased amortization, and a decrease of $17,558,
or 18.5%, in interest-bearing deposits, resulting from lower yields on lower
portfolio balances. Interest expense on deposits decreased $42,471, or 5.4%, for
the six months ended December 31, 1996, compared to the same period in 1995, due
to lower average rates paid on lower average portfolio balances. Interest
expense on advances from the Federal Home Loan Bank (the "FHLB") decreased
$5,379, or 19.4%, during the six months ended December 31, 1996, compared to the
same period in 1995, due to lower balances resulting from scheduled payments.
PROVISION FOR LOSSES ON LOANS
The provision for losses on loans increased $3,000, or 50.0%, for the
six months ended December 31, 1996, compared to the same period in 1995, as a
result of increased lending activity and a larger loan portfolio. The loan loss
allowance totaled $120,146 at December 31, 1996.
OTHER OPERATING INCOME
Other operating income increased $2,092, or 6.9%, for the six months
ended December 31, 1996, compared to the six months ended December 31, 1995,
primarily due to gains on sales of loans totaling $3,710.
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<PAGE>
FOUNDATION BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE
General, administrative and other expense for the six months ended
December 31, 1996, increased $234,168, or 73.4%, compared to the six months
ended December 31, 1995, primarily due to the SAIF recapitalization assessment
paid in September 1996 and expense related to the ESOP. Employee compensation
and benefits increased $61,819, or 36.4%, primarily due to the ESOP expense and
increased commissions on increased loans closed. Federal deposit insurance
premiums increased $165,892, or 546.1%, as a result of the SAIF recapitalization
assessment. Federal income taxes decreased $40,877, or 153.0%, for the six
months ended December 31, 1996, compared to the same period in 1995, as a result
of the operating loss.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1996
AND 1995
GENERAL
The Company recorded net earnings of $67,116 for the three months ended
December 31, 1996, an increase of $39,253, or 140.9%, compared to the three
months ended December 31, 1995, resulting from an increase of $78,785, or 41.5%,
in net interest income after the provision for losses on loans, partially offset
by an increase of $21,065, or 12.9% in general, administrative, and other
expense.
NET INTEREST INCOME
Net interest income after the provision for losses on loans for the
three months ended December 31, 1996, increased $78,785, or 42.2%, compared to
the same period in 1995, the result of an increase of $44,190, or 7.4%, in total
interest income and a decrease of $34,595, or 8.5%, in net interest expense.
Interest income on loans increased $58,140, or 12.9%, due to higher portfolio
balances. Interest income on investment securities increased $2,677, or 15.4%,
due to higher yields. The increases in interest income for the three month
period were partially offset by a decrease of $14,496, or 18.0%, in interest
income on mortgage-backed securities, as the result of lower average portfolio
balances and higher premium expense due to increased amortization, and a
decrease of $2,131, or 4.4%, in interest income on interest-bearing deposits.
Interest expense on deposits decreased $33,673, or 8.5%, due to lower rates paid
on lower average portfolio balances. Interest expense on advances from the FHLB
decreased $922, or 7.7%, due to lower balances resulting from scheduled
repayments.
OTHER OPERATING INCOME
Other operating income for the three months ended December 31, 1996,
increased $1,158, or 6.8%, compared to the same period of 1995, primarily due
to increased gains on loan sales.
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<PAGE>
FOUNDATION BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
GENERAL, ADMINISTRATIVE AND OTHER EXPENSE
General, administrative and other expense, for the three months ended
December 31, 1996, increased $21,065, or 12.9%, compared to the same period in
1995. Employee compensation and benefits increased $22,426, or 25.7%, as the
result of the ESOP expense and higher commission expense resulting from
increased loan closings. Federal deposit insurance premiums decreased $3,820, or
24.1%, due to a rebate totaling $3,390 resulting from the SAIF recapitalization.
Other expenses increased $2,301, or 9.8%, primarily due to professional services
in connection with Securities and Exchange Commission filings. Federal income
taxes increased $19,625, or 152.1%, due to higher earnings.
-11-
<PAGE>
FOUNDATION BANCORP, INC.
10-QSB
PART II
OTHER INFORMATION
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
Exhibit 27. Financial Data Schedule
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<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.
Date: February 11, 1997 Laird L. Lazelle
President
Date: February 11, 1997 Dianne K. Rabe
Treasurer
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-1-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 167
<INT-BEARING-DEPOSITS> 3,043
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 5,311
<INVESTMENTS-MARKET> 5,286
<LOANS> 24,751
<ALLOWANCE> 120
<TOTAL-ASSETS> 34,055
<DEPOSITS> 26,053
<SHORT-TERM> 72
<LIABILITIES-OTHER> 104
<LONG-TERM> 718
0
0
<COMMON> 0
<OTHER-SE> 6,790
<TOTAL-LIABILITIES-AND-EQUITY> 34,055
<INTEREST-LOAN> 993
<INTEREST-INVEST> 176
<INTEREST-OTHER> 77
<INTEREST-TOTAL> 1246
<INTEREST-DEPOSIT> 740
<INTEREST-EXPENSE> 762
<INTEREST-INCOME-NET> 484
<LOAN-LOSSES> 9
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 553
<INCOME-PRETAX> (46)
<INCOME-PRE-EXTRAORDINARY> (46)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (32)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
<YIELD-ACTUAL> 7.53
<LOANS-NON> 0
<LOANS-PAST> 73
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 117
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 120
<ALLOWANCE-DOMESTIC> 120
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 120
</TABLE>
