<PAGE> 1
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 March 31, 1998
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 March 31, 1998: 462,875
<PAGE> 2
FOUNDATION BANCORP, INC.
FORM 1O-QSB
QUARTER ENDED MARCH 31, 1998
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
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.................9
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<PAGE> 3
FOUNDATION BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
March 31, June 30,
1998 1997
---- ----
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Cash and due from banks ($ 5,886) $ 170,153
Interest-bearing deposits in other financial institutions 6,866,157 3,119,122
------------ ------------
Cash and cash equivalents 6,860,271 3,289,275
Investment securities-at amortized cost, approximate market value
of $1,100,960 and $948,715 at March 31, 1998 and June 30,
1997, respectively 1,096,914 945,840
Mortgage-backed securities-at cost, approximate market value of
$4,002,150 and $4,167,556 at March 31, 1998 and June 30,
1997, respectively 4,076,556 4,288,236
Loans receivable-net 24,143,641 25,939,500
Office premises and equipment-at depreciated cost 288,766 298,934
Federal Home Loan Bank Stock-at cost 315,200 298,800
Accrued interest receivable on loans 110,582 104,415
Accrued interest receivable on mortgage-backed securities 31,068 33,226
Accrued interest receivable on investments and interest-bearing
deposits 11,975 8,732
Prepaid expenses and other assets 75,710 64,478
------------ ------------
TOTAL ASSETS $37,010,683 $35,271,436
============ ============
LIABILITIES AND SHAREHOLDER'S EQUITY
- ------------------------------------
Deposits $28,834,217 27,291,765
Advances from Federal Home Loan Bank 699,008 754,403
Advances by borrowers for taxes, insurance and other 148,953 65,271
Other liabilities 187,839 172,236
Deferred federal income taxes 53,900 53,900
------------ ------------
TOTAL LIABILITIES 29,923,917 28,337,575
Shareholder's equity
Common shares-2,000,000, no par value, authorized; 462,875
shares issued and outstanding --
Additional paid-in capital 4,341,126 4,341,126
Unallocated shares held by Employee Stock Ownership Plan (256,673) (311,781)
Retained earnings-substantially restricted 3,002,313 2,904,516
------------ ------------
TOTAL SHAREHOLDER'S EQUITY 7,086,766 6,933,861
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $37,010,683 $35,271,436
============ ============
</TABLE>
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<PAGE> 4
FOUNDATION BANCORP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31, March 31,
------------------------ ----------------------------
(Unaudited)
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income
Loans $502,315 $504,727 $1,593,155 $1,497,439
Mortgage-backed securities 60,331 67,082 186,571 202,949
Investment securities 10,805 19,391 46,088 59,252
Interest bearing deposits and other 98,028 57,605 219,155 134,704
--------- --------- ----------- -----------
Total interest income 671,479 648,805 2,044,969 1,894,344
Interest expense
Deposits 399,654 367,874 1,200,751 1,107,465
Borrowings 9,834 10,821 30,255 33,176
--------- --------- ----------- -----------
Net interest expense 409,488 378,695 1,231,006 1,140,641
Net interest income before provision for 261,991 270,110 813,963 753,703
losses on loans
Provision for losses on loans (3,000) (3,000) (9,000) (12,000)
--------- --------- ----------- -----------
Net interest income after provision for 258,991 267,110 804,963 741,703
losses on loans
Other operating income 36,384 15,914 78,734 48,504
General, administrative and other expense
Employee compensation and benefits 108,198 110,491 310,544 342,036
Occupancy and equipment 19,861 20,297 58,969 60,819
Federal deposit insurance premiums 4,476 4,280 13,081 200,546
Franchise taxes 20,138 9,429 38,894 27,366
Data processing 8,193 8,478 25,347 24,872
Other 35,307 32,212 113,281 82,747
--------- --------- ----------- -----------
Total general, administrative and other expense 196,173 185,187 560,116 738,386
--------- --------- ----------- -----------
Income (loss) before income taxes 99,202 97,837 323,581 51,821
Provision (benefit) for federal income taxes (33,729) (30,668) (110,065) (16,505)
--------- --------- ----------- -----------
NET EARNINGS $ 65,473 $ 67,169 $ 213,516 $ 35,316
EARNINGS (LOSS) PER SHARE $ 0.15 $ 0.16 $ 0.49 $ 0.08
</TABLE>
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<PAGE> 5
FOUNDATION BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended March 31,
<TABLE>
<CAPTION>
1998 1997
---- ----
(Unaudited)
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net earnings (loss) for the period $ 213,515 $ 35,316
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Gain on sale of loans (35,192) (5,121)
Depreciation and amortization 10,168 13,316
Amortization of premiums and discounts on
mortgage-backed securities 9,719 11,613
ESOP allocation 55,108 58,519
Federal Home Loan Bank stock dividends (16,400) (14,700)
Provision for losses on loans 9,000 12,000
Amortization of deferred loan origination fees (1,712) (6,896)
Deferred loan fees (costs) originated (5,551) (637)
Effects of changes in operating assets and liabilities:
Accrued interest receivable (7,252) 2,500
Refundable income tax -- (10,242)
Prepaid expenses and other assets (11,232) 3,981
Accrued expenses 15,603 10,059
----------- -----------
Net cash provided by operating activities 235,774 109,708
Cash flows provided by (used in) investing activities:
Purchase of mortgage-backed securities (249,564) (97,990)
Principal repayments on mortgage-backed securities 450,732 433,610
Proceeds from maturity of investment securities 650,000 250,000
Purchase of investment (800,281) --
Loan disbursements (8,328,411) (4,993,705)
Principal repayments on loans 5,486,829 2,657,357
Proceeds from sales of loans 4,670,896 1,078,711
Purchase of property and equipment -- (3,228)
Net cash provided by (used in) investing activities 1,880,201 (675,245)
----------- -----------
Cash flows provided by (used in) financing activities:
Net increase (decrease) in deposit accounts 1,542,452 406,006
Repayment of FHLB advances (55,395) (52,473)
Net increase (decrease) in advances by borrowers for taxes, insurance
and other 83,682 94,471
Dividends paid (115,718) --
Proceeds from issuance of common shares -- 4,018,087
----------- -----------
Net cash provided by (used in) financing activities 1,455,021 4,466,091
Net increase (decrease) in cash and cash equivalents 3,570,996 3,900,554
Cash and cash equivalents at beginning of period 3,289,275 1,172,489
----------- -----------
Cash and cash equivalents at end of period $6,860,271 $5,073,043
=========== ===========
Supplemental disclosure of cash flow information Cash paid during the period
for:
Interest expense $1,230,789 $1,142,839
Income taxes 43,378 --
</TABLE>
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<PAGE> 6
FOUNDATION BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended
March 31, 1998 and 1997
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. Financial information for
the periods prior to September 25, 1996, relate to 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 nine
months ended March 31, 1998 and 1997, 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
Basic and diluted earnings per share for the three month periods ended
March 31, 1998 and 1997, which are the same as calculated for the Company, was
computed based upon weighted average shares outstanding of 437,420 and 431,190,
respectively, which gives effect to a reduction for the 25,454 and 31,685
unallocated shares held by the Foundation Bancorp, Inc. Employee Stock Ownership
Plan (the "ESOP") at such dates, respectively, in accordance with Statement of
Position 93-6 ("SOP 93-6") issued by the American Institute of Certified Public
Accountants. Earnings per share for the nine month periods ended March 31, 1998
and 1997, was computed based upon weighted average shares outstanding of 433,267
and 431,190, respectively.
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<PAGE> 7
FOUNDATION BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the six months ended December 31, 1997 and 1996
4. EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS
In June 1996, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards ("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.
In March 1997, the FASB issued SFAS No. 128, "Earnings Per Share,"
which is effective for periods ending after December 15, 1997, including interim
periods. SFAS No. 128 simplifies the calculation of earnings per share ("EPS")
by replacing primary EPS with basic EPS. It also requires dual presentation of
basic EPS and diluted EPS for entities with complex capital structures. Basic
EPS includes no dilution and is computed by dividing income available to common
shareholders by the weighted-average common shares outstanding for the period.
Diluted EPS reflects the potential dilution of securities that could share in
earnings such as stock options, warrants or other common stock equivalents. All
prior period EPS data must be restated to conform with the new presentation.
In February 1997, the FASB issued SFAS No. 129, "Disclosures of
Information about Capital Structure." SFAS No. 129 consolidates existing
accounting guidance relating to disclosure about a company's capital structure.
Public companies generally have always been required to make disclosures now
required by SFAS No. 129 and, therefore, SFAS No. 129 should have no impact on
the Company. SFAS No. 129 is effective for financial statements for periods
ending after December 15, 1997.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains and losses)
in a full set of general-purpose financial statements. SFAS No. 130 requires
that all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. It does not
require a specific format for that financial statement but requires that an
enterprise display an amount representing total comprehensive income for the
period in that financial statement.
-7-
<PAGE> 8
SFAS No. 130 requires that an enterprise (1) classify items of other
comprehensive income by their nature in a financial statement and (2) display
the accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position. SFAS No. 130 is effective for fiscal years beginning after
December 15, 1997. Reclassification of financial statements for earlier periods
provided for comparative purpose is required.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 131 significantly changes
the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about reportable segments in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas and major customers.
SFAS No. 131 uses a "management approach" to disclose financial and descriptive
information about an enterprise's reportable operating segments which is based
on reporting information the way that management organizes the segments within
the enterprise for making operating decisions and assessing performance. For
many enterprises, the management approach will likely result in more segments
being reported. In addition, SFAS No. 131 requires significantly more
information to be disclosed for each reportable segment than is presently being
reported in annual financial statements and requires that selected information
be reported in interim financial statements. SFAS No. 131 is effective for
financial statements for periods beginning after December 15, 1997. Because the
Company has no non-banking subsidiaries, SFAS No. 131 will not affect the
Company.
-8-
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
DISCUSSION OF FINANCIAL CHANGES FROM JUNE 30, 1997 TO MARCH 31, 1998
Foundation is continuing its recent operating strategy of selling
current originations of fixed-rate, long-term mortgage loans into the secondary
mortgage market. This has resulted in a decrease in loans receivable and an
increase in cash and equivalents. The current yield curve does not reward long
term investments, consequently Foundation's current strategy remains to sell the
long-term, fixed-rate loans, reinvest the resulting funds in short-term, liquid
investments, with any resulting gains on sales of loans helping to offset the
reduced earnings from net interest income.
At March 31, 1998, the Company's assets totaled $37.0 million, an
increase of $1.7 million, or 4.9%, over the $35.3 million at June 30, 1997. The
increase in assets was primarily funded by an increase in deposits of $1.5
million, or 5.7%, and an increase in shareholder's equity of $152,905, or 2.2%.
Cash and equivalents increased $3.6 million, or 108.6%, and totaled
$6.9 million at March 31, 1998. The increase in cash and equivalents was
attributed to the increase in deposits as well as decreases in loans receivable
of $1.8 million, or 6.9%, and mortgage-backed securities of $211,680, or 4.9%,
both resulting from refinancing activity. Investment securities totaled $1.1
million at March 31, 1998, an increase of $151,074, or 16.0%, as excess funds
were invested at higher yields. Advances by borrowers for taxes and insurance
increased $83,682, or 128.2%, the result of timing differences in the payment of
real estate taxes. Shareholder's equity totaled $7.1 million at March 31, 1998,
an increase of $152,905, or 2.2%, resulting from the net earnings for the nine
months, and a reduction in the ESOP loan, partially offset by the $115,718
dividend paid to shareholders in August 1997. The $37.0 in assets at March 31,
1998, marks an all-time high in total assets for Foundation.
The Office of Thrift Supervision has three minimum regulatory capital
standards for savings associations. At March 31, 1998, Foundation's capital
substantially exceeded each of the requirements. The following is a summary of
Foundation's regulatory capital position, in dollars and as a percentage of
regulatory assets, at March 31, 1998:
ACTUAL REQUIRED EXCESS
------ -------- ------
(Dollars in thousands)
Tangible Capital $5,707 15.4% $ 555 1.5% $5,152 13.9%
Core Capital $5,707 15.4% $1,110 3.0% $4,597 12.4%
Risk-based Capital $5,832 35.3% $1,310 8.0% $4,522 27.3%
Foundation is working diligently on its exposure to the Year 2000
computer problems. Foundation's primary exposure is from its main frame computer
service provider, BISYS. Management has been informed that BISYS will be Year
2000 compliant by December 31, 1998. Foundation also plans to be Year 2000
compliant by December 31, 1998 at a cost of
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<PAGE> 10
approximately $30,000. This involves upgrading Foundation's in-house computers
which are outdated as to Year 2000 processing.
COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED MARCH 31, 1998
AND 1997
General
The Company recorded net earnings of $213,516 for the nine months ended
March 31, 1998, compared to net earnings of $35,316 for the same period of 1997,
an increase of $178,200, or 504.6%. The net earnings for fiscal 1997 were
impacted by 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 nine
months ended March 31, 1998, increased $63,260, or 8.5%, compared to the same
period of 1997. This was the result of an increase in total interest income of
$150,625, or 8.0%, partially offset by an increase in total interest expense of
$90,365, or 7.9%. The increase in total interest income resulted principally
from an increase in interest earned on loans of $95,716, or 6.4%, primarily due
to higher portfolio balances over most of the nine months period, plus an
increase in interest on interest bearing deposits and other of $84,451, or
62.7%. These increases were partially offset by a decrease in interest on
mortgage-backed securities of $16,378, or 8.1%, due to a smaller portfolio and
higher premium expense, and a decrease in interest on investment securities of
$13,164, or 22.2%, resulting from lower portfolio balances. Interest expense on
deposits increased $93,286, or 8.4%, due to higher portfolio balances. Interest
expense on advances from the Federal Home Loan Bank decreased $2,921, or 8.8%,
due to lower balances resulting from scheduled payments.
Provision for Losses on Loans
The provision for losses on loans for the nine months ended March 31,
1998, decreased $3,000, or 25.0%, as a result of declining delinquencies. The
loan loss allowance totaled $135,146 at March 31, 1998.
Other Operating Income
Other operating income increased $30,230, or 62.3%, for the nine months
ended March 31, 1998 as the result of higher gains on sales of loans. Loan sales
totaled $4.7 million for the 1998 period compared to $1.1 million for the 1997
period.
General, Administrative and Other Expense
General, administrative and other expense for the nine months ended
March 31, 1998, decreased $178,270, or 24.1%, primarily due to the effect of the
SAIF recapitalization expense
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<PAGE> 11
paid in September 1996, and decreased employee compensation and benefits which
were partially offset by higher franchise taxes and other expenses. Employee
compensation and benefits decreased $31,492, or 9.2%, primarily due to the
payment of the entire 1996 ESOP contribution in the last half of the calendar
year. Federal deposit premiums decreased $187,465, or 93.5%, resulting from the
SAIF recapitalization premium in 1996. Franchise taxes increased $11,528, or
42.1%, as franchise taxes more than doubled starting January 1998 due to the
higher amount of capital following the stock conversion. Other expense increased
$30,534, or 36.9%, resulting from professional fees related to operating as a
public stock company, the annual report and the annual meeting. Federal taxes
increased $93,560, or 566.9%, as a result of the higher net earnings.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND
1997
General
The Company recorded net earnings of $65,473 for the three months ended
March 31, 1998, a decrease of $1,696, or 2.5%, compared to the net earnings of
$67,169 for the three months ended March 31, 1997. The decrease was principally
the result of the increase in franchise taxes of $10,709, or 113.6%, and higher
federal taxes of $3,061, or 10.0%. Franchise taxes more than doubled beginning
January 1998 as the franchise tax on the new capital raised in the conversion
began to be taxed, and the federal tax provision is calculated at a higher rate
due to the increased earnings for the fiscal year.
Net Interest Income
Net interest income after provision for losses on loans for the three
months ended March 31, 1998, decreased $8,119, or 3.0%, compared to the same
period of 1997, the result of an increase in total interest income of $22,674,
or 3.5%, offset by an increase in net interest expense of $30,793, or 8.1%.
Interest income on loans decreased $2,412, or 0.5%, due to lower portfolio
balances resulting from the refinancing and sales of loans. Interest on
mortgage-backed securities decreased $6,751, or 10.1%, and interest on
investment securities decreased $8,586, or 44.3%, both due to lower portfolio
balances. The decreases in total interest income were offset by increased
interest on interest bearing deposits and other of $40,423, or 70.2%, due to the
increased totals in cash and equivalents, also resulting from the refinancing
and sale of loans. Interest expense on deposits increased $31,780, or 8.6%, as
deposit totals reached record highs.
Other Operating Income
Other operating income for the three months ended March 31, 1998
increased $20,470, or 128.6%, compared to the same period of 1997 as the result
of increased gains on loan sales.
General, Administrative and Other Expense
General, administrative and other expense for the three months ended
March 31, 1998, decreased $10,986, or 5.9%, compared to the same period in 1997.
Employee compensation and
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<PAGE> 12
benefits decreased $2,293, or 2.1%. Franchise taxes increased $10,709, or 113.6%
and other expenses increased $3,095, or 9.6%, primarily due to higher
professional services in connection with Securities and Exchange Commission
filings. Federal taxes increased $3,061, or 10.0%, despite the lower earnings
for the quarter due to a higher provision for taxes based on higher earnings for
the fiscal year.
-12-
<PAGE> 13
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
-13-
<PAGE> 14
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: May ___, 1998 Laird L. Lazelle
President
------------------------------------
Date: May ___, 1998 Dianne K. Rabe
Treasurer
-14-
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SUMMARY CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM FORM 10-QSB - MARCH 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1998
<CASH> (6)
<INT-BEARING-DEPOSITS> 6,866
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 1,097
<INVESTMENTS-MARKET> 1,101
<LOANS> 24,144
<ALLOWANCE> 135
<TOTAL-ASSETS> 37,011
<DEPOSITS> 28,834
<SHORT-TERM> 221
<LIABILITIES-OTHER> 188
<LONG-TERM> 627
0
0
<COMMON> 4,084
<OTHER-SE> 3,002
<TOTAL-LIABILITIES-AND-EQUITY> 37,011
<INTEREST-LOAN> 1,593
<INTEREST-INVEST> 233
<INTEREST-OTHER> 219
<INTEREST-TOTAL> 2,045
<INTEREST-DEPOSIT> 1,201
<INTEREST-EXPENSE> 1,231
<INTEREST-INCOME-NET> 814
<LOAN-LOSSES> 9
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 560
<INCOME-PRETAX> 324
<INCOME-PRE-EXTRAORDINARY> 324
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 214
<EPS-PRIMARY> .49
<EPS-DILUTED> .49
<YIELD-ACTUAL> 7.72
<LOANS-NON> 71
<LOANS-PAST> 70
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 126
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 135
<ALLOWANCE-DOMESTIC> 135
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
