<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 December 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.
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, 1998: 460,875
<PAGE> 2
FOUNDATION BANCORP, INC.
FORM 1O-QSB
QUARTER ENDED DECEMBER 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...............7
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<PAGE> 3
FOUNDATION BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31, June 30,
1998 1998
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
- ------
Cash and due from banks $ 269,707 $ 83,517
Interest-bearing deposits in other financial institutions 6,733,480 6,112,853
------------ ------------
Cash and cash equivalents 7,003,187 6,196,370
Certificates of deposit 1,300,476 300,000
Investment securities-at amortized cost (approximate market value of $407,000
and $2,943,614 at December 31, 1998 and June 30, 1998, respectively) 406,273 2,947,033
Mortgage-backed securities-at cost (approximate market value of $5,098,544 and
$3,905,172 at December 31, 1998 and June 30, 1998, respectively) 5,154,933 3,966,396
Loans receivable-net 20,024,002 21,845,552
Office premises and equipment-at depreciated cost 307,910 285,391
Real estate acquired through foreclosure-net - 54,231
Federal Home Loan Bank stock-at cost 332,300 320,800
Accrued interest receivable on loans 89,132 98,084
Accrued interest receivable on mortgage-backed securities 35,646 29,644
Accrued interest receivable on investments and interest-bearing deposits 5,364 37,406
Prepaid expenses and other assets 51,750 108,699
------------ ------------
TOTAL ASSETS $ 34,710,973 $ 36,189,606
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Deposits $ 26,588,554 $ 28,022,914
Advances from the Federal Home Loan Bank 641,315 680,037
Advances by borrowers for taxes, insurance and other 225,061 61,033
Other liabilities 91,206 214,590
Deferred federal income taxes 71,400 71,400
------------ ------------
TOTAL LIABILITIES 27,617,536 29,049,974
Shareholders' equity
Common shares-2,000,000 shares, no par value, authorized; 460,875 shares
issued and outstanding - -
Additional paid-in capital 4,387,394 4,375,394
Unallocated shares held by Employee Stock Ownership Plan (203,773) (256,673)
Retained earnings-substantially restricted 2,935,816 3,020,911
Less treasury shares, at cost (26,000)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 7,093,437 7,139,632
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 34,710,973 $ 36,189,606
============ ============
</TABLE>
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<PAGE> 4
FOUNDATION BANCORP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31, December 31,
---------------------------- ----------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Interest Income
Loans $ 425,691 $ 547,923 $ 861,226 $ 1,090,840
Mortgage-backed securities 80,487 60,556 145,855 126,240
Investment securities 28,199 13,311 90,514 35,283
Interest bearing deposits and other 80,242 69,625 150,568 121,127
----------- ----------- ----------- -----------
Total interest income 614,619 691,415 1,248,163 1,373,490
Interest expense
Deposits 370,849 404,042 754,863 801,098
Borrowings 9,058 10,086 18,378 20,420
----------- ----------- ----------- -----------
Net interest expense 379,907 414,128 773,241 821,518
Net interest income before provision for losses on loans 234,712 277,287 474,922 551,972
Provision for losses on loans (3,000) (3,000) (6,000) (6,000)
----------- ----------- ----------- -----------
Net interest income after provision for losses 231,712 274,287 468,922 545,972
Other operating income 59,555 24,557 84,583 42,350
General, administrative and other expense
Employee compensation and benefits 114,227 91,801 225,018 202,346
Occupancy and equipment 19,139 19,526 38,608 39,108
Federal deposit insurance premiums 4,069 4,298 8,467 8,605
Franchise taxes 20,138 9,379 40,276 18,758
Data processing 8,593 8,170 18,344 17,154
Other 33,478 48,883 67,534 77,972
----------- ----------- ----------- -----------
Total general, administrative and other expenses 199,644 182,057 398,247 363,943
----------- ----------- ----------- -----------
Income before income taxes 91,623 116,787 155,258 224,379
Provision for federal income taxes (32,413) (39,707) (55,203) (76,336)
----------- ----------- ----------- -----------
Net earnings $ 59,210 $ 77,080 $ 100,055 $ 148,043
=========== =========== =========== ===========
Earnings per share $ 0.14 $ 0.18 $ 0.23 $ 0.34
=========== ===========
</TABLE>
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<PAGE> 5
FOUNDATION BANCORP, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Six months ended
December 31
----------------------------
1998 1997
----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities
Net income $ 100,055 $ 148,043
Adjustments to reconcile net income to net cash provided by operating
activities
Gain on sale of loans (49,580) (13,255)
Gain on sale of REO acquired in foreclosure (7,476) --
Depreciation and amortization 6,470 6,779
Amortization of premiums and discounts on mortgage-backed securities
7,703 7,164
FHLB stock dividends (11,500) (10,900)
Provision for loan losses 6,000 6,000
Amortization of deferred loan fees (668) (5,962)
ESOP expense 64,900 55,108
Deferred loan origination costs (5,780) (4,998)
Effects of changes in operating assets and liabilities
Accrued interest receivable 34,992 5,543
Prepaid expenses and other assets 56,949 38,155
Accrued expenses (123,384) (24,101)
----------- -----------
Net cash provided by operating activities 78,681 207,576
----------- -----------
Cash flows from investing activities
Repayments of mortgage-backed securities 482,416 328,882
Purchases of mortgage-backed securities (1,678,750) --
Purchases of investment securities - held to maturity (1,109,146) --
Maturities of investment securities - held to maturity 3,650,000 650,000
Purchases of certificate of deposits (1,000,476) --
Loan disbursements (7,042,455) (4,109,231)
Loan principal repayments 4,203,198 2,695,329
Proceeds from sale of loans 4,710,835 1,706,429
Purchase of REO acquired in foreclosure (4,235) --
Proceeds from sale of REO acquired in foreclosure 65,942 --
Purchases of property and equipment (28,989) --
----------- -----------
Net cash used in investing activities 2,248,340 1,271,409
----------- -----------
Cash flows from financing activities
Net increase (decrease) in deposits (1,434,360) 1,246,963
Repayment of FHLB advances (38,722) (36,679)
Net increase in advances by borrowers for taxes, insurance and other 164,028 198,065
Purchase of treasury stock (26,000) --
Dividends paid (185,150) (115,718)
----------- -----------
Net cash provided by (used in) financing activities (1,520,204) 1,292,631
----------- -----------
Net increase (decrease) in cash and cash equivalents 806,817 2,771,616
Cash and cash equivalents at beginning of period 6,196,370 3,289,275
----------- -----------
Cash and cash equivalents at end of period $ 7,003,187 $ 6,060,891
=========== ===========
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest expense $ 777,678 $ 824,728
Income taxes $ 99,364 $ 38,321
</TABLE>
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<PAGE> 6
FOUNDATION BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended
December 31, 1998 and 1997
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, 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 its wholly-owned subsidiary, Foundation Savings Bank
("Foundation"). All significant intercompany items have been eliminated.
3. EARNINGS PER SHARE
------------------
Basic earnings per share for the six month periods ended December 31,
1998 and 1997, were computed based on weighted average shares outstanding of
436,587 and 433,267, respectively, which gives effect to a reduction for the
19,651 and 25,454 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.
4. EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS
-------------------------------------------
[TEXT DELETED]
--------------
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.
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
-6-
<PAGE> 7
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 purposes 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
DISCUSSION OF FINANCIAL CONDITION CHANGES FROM JUNE 30, 1998 TO DECEMBER 31,
- ----------------------------------------------------------------------------
1998
- ----
At December 31, 1998, the Company's assets totaled $34.7 million, a
decrease of $1.5 million, or 4.1%, from the $36.2 million total at June 30,
1998. Loans receivable totaled $20.0 million at December 31, 1998, a decrease of
$1.8 million, or 8.3%, from the June 30, 1998 total, resulting from borrowers
refinancing to obtain lower interest rates and the Company's sale of lower rate,
long term mortgages in the secondary market. Investment securities totaled
$406,273 at December 31, 1998, a decrease of $2.5 million, or 86.2%, from the
June 30, 1998 total, the result of maturities and prepayments. These changes
funded a decrease in deposits of $1.4 million, or 5.1%, as higher costing
deposits were not renewed. Cash and equivalents were $7.0 million at December
31, 1998, an increase of $806,817, or 13.0%, over the $6.2 million at June 30,
1998. Investments in certificates of deposit increased $1.0 million, or 333.5%,
and mortgage-backed securities increased $1.2 million, or 30.0%, as the Company
sought more liquid, shorter term investments.
Advances from the Federal Home Loan Bank decreased $38,722, or 5.7%,
from scheduled repayments. Advances from borrowers for taxes, insurance and
other increased $164,028, or 268.8%, resulting from timing differences in the
payment of real estate taxes. Shareholders' equity decreased $46,195, or 0.6%,
the result of the $.40 per share dividend which totaled $185,150 paid to
shareholders in August of 1998 and the purchase of 2,000 common shares held in
treasury.
The Office of Thrift Supervision has two minimum regulatory capital
standards for savings associations. At December 31, 1998, Foundation's capital
substantially exceeded each of the
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<PAGE> 8
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, 1998:
<TABLE>
<CAPTION>
ACTUAL REQUIRED EXCESS
------ -------- ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Core capital $5,719 16.5% $1,388 4.0% $4,331 12.5%
Risk-based capital $5,863 40.1% $1,169 8.0% $4,694 32.1%
</TABLE>
COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 AND
- ------------------------------------------------------------------------------
1997
- ----
General
- -------
The Company recorded net earnings of $100,055 for the six months ended
December 31, 1998, a decrease of $47,988, or 32.4%, from the net earnings of
$148,043 recorded for the six months ended December 31, 1997. The decrease was
primarily the result of a decrease in the net interest income of $77,050, or
14.0%, and an increase in general, administrative and other expense of $34,304,
or 9.4%, which were partially offset by an increase in other income of $42,233,
or 99.7%, and lower federal income taxes of $21,133, or 27.7%.
Net Interest Income
- -------------------
Net interest income after the provision for losses on loans for the six
months ended December 31, 1998, decreased $77,050, or 14.0%, compared to the
same period of 1997. This was the result of a decrease in total interest income
of $125,327, or 9.1%, partially offset by a decrease in total interest expense
of $48,277, or 5.9%. The decrease in total interest income resulted primarily
from the decrease in interest earned on loans of $229,614, or 21.0%. The loan
portfolio decreased by $5.6 million since December 30, 1997, as borrowers
refinanced for lower interest rates. Interest on mortgage-backed securities
increased $19,615, or 15.5%, resulting from a higher portfolio balance. Interest
on investment securities increased $55,231, or 156.5%, and interest on
interest-bearing deposits increased $29,441, or 24.3%, resulting from larger
outstanding balances as the Company sought short-term, liquid investments.
Interest expense on deposits decreased $46,235, or 5.8%, due to a lower weighted
average rate on a smaller portfolio. Interest expense on borrowings decreased
$2,042, or 10.0%, due to a lower amount owed resulting from scheduled
repayments.
Other Operating Income
- ----------------------
Other operating income totaled $84,583 for the six months ended December
31, 1998, an increase of $42,233, or 99.7%, compared to the same period in 1997,
primarily due to an increase on gains on sales of loans.
General, Administrative and Other Expense
- -----------------------------------------
General, administrative and other expense for the six months ended December
31, 1998 increased $34,304, or 9.4%, compared to the same period of 1997. This
was primarily due to the increase in Ohio franchise taxes of $21,518, or 114.7%,
due to the increased capital from the stock conversion, plus a $12,000 increase
in employee compensation and benefits to reflect the market value of ESOP
shares.
-8-
<PAGE> 9
The balance of the increase in employee compensation and benefits of $22,672, or
11.2%, and the decrease in other expense of $10,438, or 13.4%, resulted from an
accounting reclassification entry. Federal income taxes decreased $21,133, or
27.7%.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 AND
- --------------------------------------------------------------------------------
1997
- ----
General
- -------
The Company recorded net earnings of $59,210 for the three months ended
December 31, 1998, a decrease of $17,870, or 23.2%, from the net earnings of
$77,080 recorded for the three months ended December 31, 1997. The decrease was
primarily the result of a decrease in net interest income of $42,575, or 15.4%,
and an increase in general, administrative and other expense of $17,587, or
9.7%, which were substantially offset by an increase in other income of $34,998,
or 142.5%, and lower federal income taxes of $7,294, or 18.4%.
Net Interest Income
- -------------------
Net interest income after provision for losses on loans for the three
months ended December 31, 1998, decreased $42,575, or 15.4%, compared to the
same period of 1997. This was the result of a decrease in total interest income
of $76,796, or 11.1%, partially offset by a decrease in total interest expense
of $34,221, or 8.3%. Interest income on loans decreased $122,232, or 22.3%, the
result of a decrease in the loan portfolio of $5.6 million since December 31,
1997, as borrowers refinanced for lower interest rates. Interest on
mortgage-backed securities increased $19,931, or 32.9%, resulting from a higher
portfolio balance. Interest on investment securities increased $14,888, or
111.8%, and interest on interest bearing deposits increased $10,617, or 15.2%,
resulting from larger outstanding balances as the Company sought short-term,
liquid investments for funds from the loan repayments. Interest expense on
deposits decreased $33,193, or 8.2%, due to a lower weighted average rate on a
smaller portfolio. Interest expense on borrowings decreased $1,028, or 10.2%,
due to a lower amount owed resulting from scheduled repayments.
Other Operating Income
- ----------------------
Other operating income for the three months ended December 31, 1998
increased $34,998, or 142.5%, 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
December 31, 1998 increased $17,587, or 9.7%, compared to the same period of
1997. This was primarily due to the increase in Ohio franchise taxes of $10,759,
or 114.7%, the result of higher taxes on the increased capital from the stock
conversion, plus a $6,000 increase in employee compensation and benefits to
reflect the market value of ESOP shares. The balance of the increase in employee
compensation and benefits of $22,426, or 24.4%, and the decrease in other
expense of $15,405%, or 31.5%, resulted from an accounting reclassification
entry. Federal income taxes decreased $7,294, or 18.4%.
-9-
<PAGE> 10
Discussion of Year 2000 Issues
- ------------------------------
As with most providers of financial services, Foundation's operations
are heavily dependent on information technology systems. Foundation is working
with the companies that supply or service its information technology systems to
identify and remedy any year 2000 related problems. Foundation is addressing the
potential problems associated with the possibility that the computers that
control or operate Foundation's information technology system and infrastructure
may not be programmed to read four-digit date codes and, upon arrival of the
year 2000, may recognize the two-digit code "00" as the year 1900, causing
systems to fail to function or to generate erroneous data.
The Company's primary data processing applications are handled by a
third-party service bureau which has advised the Company that it has transferred
to a fully year 2000-compliant processing system that is currently undergoing
extensive testing. To operate on this new system, the Company had to replace its
old personal computers ("PCs") and purchased a new year-2000 compliant computer
network consisting of a server and PCs. New year-2000 compliant software for
internal systems has been purchased, installed and tested and is fully
operational. The total estimated cost of the hardware and software upgrade is
not expected to exceed $30,000.
The Company has not identified any other material expenses that are
reasonably likely to be incurred in connection with this issue and does not
expect to incur significant expense to implement the necessary corrective
measures. No assurance can be given, however, that significant expense will not
be incurred in future periods. In the event the Company is ultimately required
to incur additional expense to make its current systems, programs and equipment
year 2000 compliant, the Company's net earnings and financial condition could be
adversely affected. While the Company has taken the necessary steps to ensure
that its computer-dependent operations are year 2000 compliant, no assurance can
be given that some year 2000 problems will not occur.
In addition to possible expense related to its own systems, the Company
could incur losses if year 2000 issues adversely affect Foundation's depositors
or borrowers. Such problems could include delayed loan payments due to year 2000
problems affecting any significant borrowers or impairing the payroll systems of
large employers in Foundation's primary market area. Because Foundation's loan
portfolio is highly diversified with regard to individual borrowers and types of
businesses and Foundation's primary market area is not significantly dependent
upon one employer or industry, Foundation does not expect any significant or
prolonged difficulties that will affect net earnings or cash flow.
-10-
<PAGE> 11
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
---------------------------------------------------
At the 1998 Annual Meeting of the Corporation's shareholders, held on
October 20, 1998 (the "Annual Meeting"), the following matters were
voted upon:
1) Election of directors: For Against Abstain
Ruth Emden 243,305 1,250 0
Paul Silverglade 243,530 1,025 0
Ivan Silverman 244,105 450 0
2) Ratification of the appointment of Clark, Schaefer, Hackett & Co. as
independent auditors of the Corporation for the fiscal year ended
September 30, 1999.
For: 244,355 Against: 0 Abstain: 200
ITEM 5. OTHER INFORMATION
-----------------
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
Exhibit 27. Financial Data Schedule
-11-
<PAGE> 12
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.
/s/ Laird L. Lazelle
------------------------------------
Date: February 12, 1999 Laird L. Lazelle
President
/s/ Dianne K. Rabe
------------------------------------
Date: February 12, 1999 Dianne K. Rabe
Treasurer
-12-
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> JUN-30-1999 JUN-30-1999
<PERIOD-START> OCT-01-1998 OCT-01-1998
<PERIOD-END> DEC-31-1998 DEC-31-1998
<CASH> 269,707 0
<INT-BEARING-DEPOSITS> 8,033,956 0
<FED-FUNDS-SOLD> 0 0
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 0 0
<INVESTMENTS-CARRYING> 5,561,206 0
<INVESTMENTS-MARKET> 5,505,544 0
<LOANS> 20,168,148 0
<ALLOWANCE> 144,146 0
<TOTAL-ASSETS> 34,710,973 0
<DEPOSITS> 26,588,554 0
<SHORT-TERM> 0 0
<LIABILITIES-OTHER> 387,667 0
<LONG-TERM> 641,315 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 7,093,437 0
<TOTAL-LIABILITIES-AND-EQUITY> 34,710,973 0
<INTEREST-LOAN> 425,691 861,226
<INTEREST-INVEST> 108,686 236,369
<INTEREST-OTHER> 80,242 150,568
<INTEREST-TOTAL> 614,619 1,248,163
<INTEREST-DEPOSIT> 370,849 754,863
<INTEREST-EXPENSE> 379,907 773,241
<INTEREST-INCOME-NET> 234,712 474,922
<LOAN-LOSSES> 3,000 6,000
<SECURITIES-GAINS> 0 0
<EXPENSE-OTHER> 199,644 398,247
<INCOME-PRETAX> 91,623 155,258
<INCOME-PRE-EXTRAORDINARY> 91,623 155,258
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 59,210 100,055
<EPS-PRIMARY> .14 .23
<EPS-DILUTED> .14 .23
<YIELD-ACTUAL> 6.9 0
<LOANS-NON> 0 0
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 141,146 0
<CHARGE-OFFS> 0 0
<RECOVERIES> 0 0
<ALLOWANCE-CLOSE> 144,146 0
<ALLOWANCE-DOMESTIC> 0 0
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 144,146 0
</TABLE>
