<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
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
o 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: 333-6581
ST. JOSEPH CAPITAL CORPORATION
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 35-1977746
- ---------------------------- ---------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
3820 EDISON LAKES PARKWAY, MISHAWAKA, IN 46545
----------------------------------------------
(Address of principal executive offices)
(219) 273-9700
---------------------------
(Issuer's telephone number)
N/A
-----------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (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
---- ----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
1,276,495 shares of common stock, $0.01 par value per share, were
outstanding as of May 1, 1998.
Transitional Small Business Disclosure Format (check one): Yes No X
---- ----
<PAGE> 2
TABLE OF CONTENTS
PAGE
NUMBER
PART I
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Condensed Balance Sheets,
March 31, 1998 and December 31, 1997 3
Consolidated Condensed Statements of Income,
Three Months Ended March 31, 1998 and 1997. 4
Consolidated Statements of Changes in Stockholders' Equity,
Three Months Ended March 31, 1998 and 1997. 5
Consolidated Condensed Statements of Cash Flow,
Three Months Ended March 31, 1998 and 1997. 6
Notes to Consolidated Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 7-9
PART II
ITEM 1. LEGAL PROCEEDINGS
ITEM 2. CHANGES IN SECURITIES
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES S-1
2
<PAGE> 3
ST. JOSEPH CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1998 1997
---- ----
<S> <C> <C>
Cash and due from banks $ 2,552,857 $ 985,464
Federal Funds sold 3,750,000 3,550,000
------------- ------------
Total Cash and Cash Equivalents 6,302,857 4,535,464
Interest bearing deposits in banks -- 500,000
Securities available for sale 23,335,084 22,351,254
Loans, net 27,353,855 21,991,115
Bank premises and equipment, net 858,800 881,840
Other assets 576,757 579,661
------------- ------------
Total Assets $ 58,427,353 $ 50,839,334
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 42,319,549 $ 34,915,881
Repurchase Agreements 4,648,594 4,503,760
Other liabilities 251,599 215,268
------------- ------------
Total Liabilities 47,219,742 39,634,909
STOCKHOLDERS' EQUITY
Common stock 12,762 12,695
Additional Paid in Capital 12,281,068 12,164,648
Retained deficit (1,172,332) (1,052,339)
Unrealized gain on securities available for sale, net 86,113 79,421
------------- ------------
Total Stockholders' Equity 11,207,611 11,204,425
------------- ------------
Total Liabilities and Stockholders' Equity $ 58,427,353 $ 50,839,334
============= ============
</TABLE>
3
<PAGE> 4
ST. JOSEPH CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997
---------------- --------------
<S> <C> <C>
INTEREST INCOME:
Loans, including fees $ 528,420 $ 25,954
Securities and other 379,987 145,230
------------ -----------
Total Interest Income 908,407 171,184
INTEREST EXPENSE:
Deposits 427,593 32,671
Repurchase Agreements 62,230 562
------------ -----------
Total Interest Expense 489,823 33,233
Net Interest Income 418,584 137,951
LESS: PROVISION FOR LOAN LOSSES 100,005 41,900
------------ -----------
Net Interest Income after provision
for loan losses 318,579 96,051
OTHER INCOME: 13,531 13,784
OTHER EXPENSES:
Salaries and employee benefits 236,941 143,684
Occupancy 109,566 49,113
Other 105,595 82,844
------------ -----------
Total Other Expense 452,102 275,641
------------ -----------
Loss before Income Tax $ (119,992) $ (165,806)
Income Tax Expense -- --
------------ ------------
Net Loss $ (119,992) $ (165,806)
============ ===========
Net Loss per share (.09) (.13)
</TABLE>
4
<PAGE> 5
ST. JOSEPH CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 1998 MARCH 31, 1997
------------------ ------------------
<S> <C> <C>
Balance, January 1 $ 11,204,425 $ 11,792,886
Proceeds from issuance of common stock
for Employee 401k Plan 116,486 5,080
Proceeds from issuance of common stock -- --
Change in unrealized appreciation on
securities available for sale, net of tax 6,692 11,050
Net loss (119,992) (165,806)
---------------- ----------------
Balance at end of period $ 11,207,611 $ 11,643,210
============= ==============
</TABLE>
5
<PAGE> 6
ST. JOSEPH CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1998 March 31, 1997
--------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (119,992) $ (165,806)
Adjustments to reconcile net loss to net cash
from operating activities
Depreciation 53,266 11,235
Provision for loan loss 100,005 41,900
Net amortization (accretion) on securities
Available for sale 14,023 (48,023)
Gains on sales of securities available for sale, net (10,919) --
Net change in
Accrued interest receivable 17,070 (98,022)
Other assets (14,167) (4,015)
Accrued interest payable 39,275 20,519
Other liabilities (7,405) 26,744
------------- -------------
Net cash from operating activities 71,156 (215,468)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in interest bearing deposits in
Other financial institutions 500,000 --
Purchase of securities available for sale (3,988,281) (10,611,822)
Proceeds from sales of securities available for sale 3,012,500 --
Proceeds from maturities and calls of securities
Available for sale -- 13,285,000
Net change in loans receivable (5,462,745) (2,886,078)
Purchase of premises and equipment, net (30,226) (205,399)
------------- -------------
Net cash from investing activities (5,968,752) (418,299)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 7,403,668 9,176,442
Net change in securities sold under agreements
to repurchase 144,834 285,281
Proceeds from issuance of common stock, net 116,487 5,080
------------- -------------
Net cash from financing activities 7,664,989 9,466,803
------------- -------------
Net change in cash and cash equivalents 1,767,393 8,833,036
Cash and cash equivalents at beginning of period 4,535,464 1,410,112
------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,302,857 $ 10,243,148
============= =============
</TABLE>
6
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements were prepared in
accordance with instructions for Form 10-QSB and, therefore, do not include all
disclosures required by generally accepted accounting principles for complete
presentation of financial statements. In the opinion of management, the
consolidated financial statements contain all adjustments (consisting only of
normal recurring accruals) necessary to present fairly the balance sheets of
St. Joseph Capital Corporation (the "Company") as of March 31, 1998 and
December 31, 1997, the statements of income for the three months ended March
31, 1998 and March 31, 1997, the changes in stockholders' equity for the three
months ended March 31, 1998 and March 31, 1997, and for the cash flows for the
three months ended March 31, 1998 and March 31, 1997. The income reported for
the periods presented is not necessarily indicative of the results to be
expected for the full year.
NOTE 2 - PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiary, St. Joseph Capital Bank (the
"Bank"). All significant inter-company accounts and transactions have been
eliminated in consolidation.
NOTE 3 - COMPARATIVE DATA
The Company was incorporated in February 1996. Its operating subsidiary
(the Bank) commenced operations on February 13, 1997. As of March 31, 1997,
St. Joseph Capital Bank was open for only 46 days, therefore, comparative
statements for the three months ended March 31, 1997 are not necessarily
indicative of the results that may be expected for future years.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
St. Joseph Capital Corporation (the "Company") was formed under the laws
of the state of Delaware for the purpose of becoming the bank holding company
of St. Joseph Capital Bank (the "Bank").
The Bank was capitalized on February 7, 1997 and commenced operations on
February 13, 1997. The Bank is organized as an Indiana chartered commercial
bank with depository accounts insured by the Federal Deposit Insurance
Corporation. The Bank provides full-service commercial and consumer banking in
Mishawaka and the surrounding communities commonly referred to as the Michiana
area.
FORWARD-LOOKING STATEMENTS
When used in this Form 10-QSB, the words or phrases "will likely result",
"are expected to", "will continue", "is anticipated", "estimated", "project",
or similar expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such statements are subject to certain risks and uncertainties including
changes in economic conditions in the Company's market area, changes in
policies by regulatory agencies, fluctuations in interest rates, demand for
loans in the Company's market area and competition, that could cause actual
results to differ materially from historical earnings and those presently
anticipated or projected. The Company wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as to
the date made. The Company wishes to advise readers that the factors listed
above could affect the Company's financial performance and could cause the
Company's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods in any current
statements.
7
<PAGE> 8
The Company does not undertake, and specifically disclaims any obligation,
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
PLAN FOR OPERATION
The Company's plan for the next twelve months is to raise funds by
attracting and developing client relationships through innovative products and
exceptional client service. Management does not contemplate the need to raise
additional funds by other means at this time. Based on current growth
projections, management believes that the Company is likely to have adequate
funds to meet its cash requirements at this time. The computer-banking product
that was being developed in 1997 is in the process of being released. The Bank
currently has 15 clients using the computer-based banking product, referred to
as Premier Electronic Access "PEA". The Bank plans to continue with product
research and development in 1998. During the next twelve months, the Bank does
not anticipate the need for any significant equipment expenditures. Also,
management anticipates staffing levels to increase slightly in 1998.
EARNINGS SUMMARY
Consolidated net loss for the Company for the first quarter 1998 was
$(119,992), compared to $(165,806) for the corresponding period in 1997. Basic
and diluted loss per common share was $(.09) for the first quarter 1998,
compared to $(.13) in same period of 1997.
RESULTS OF OPERATIONS
COMPARING THREE MONTHS ENDED MARCH 31, 1998 TO DECEMBER 31, 1997
Total assets were $58.4 million at March 31, 1998 compared to $50.8
million at December 31, 1998 a 15.0% increase. As the Bank is still in its
infancy, growth in the loan portfolio funded by increased deposits is
anticipated to continue at a rapid pace.
At March 31, 1998, total loans receivable, net of deferred fees, increased
to $27.8 million compared to $22.4 at December 31, 1997. The increase was
funded by growth in deposits. The mix of total loans receivable at March 31,
1998 was $18.7 million or 67.4% in commercial loans, $7.0 million or 25.0% in
residential mortgage loans and $2.1 million or 7.6% in installment loans to
individuals. In addition to the outstanding loan balances, the Company had
unfunded loan commitments of $16.7 million as of March 31, 1998.
Securities available for sale totaled $23.3 million at March 31, 1998,
which represented an increase of $1.0 million or 4.5% from $22.3 million at
December 31, 1997. The increase was funded by the growth in deposits not
redeployed into loans. All securities have been classified as available for
sale. Available for sale securities represent those securities which the Bank
may decide to sell if needed for liquidity, asset/liability management or other
reasons. Such securities are reported at fair value with unrealized gains and
losses included as a separate component of shareholder' equity, net of tax.
The unrealized gain on the securities portfolio, net of taxes was $86,113 at
March 31, 1998.
Total deposits and funds received from the short-term borrowings in the
form of repurchase agreements with local relationship-based commercial clients
at March 31, 1998 amounted to $47.0 compared to $39.4 million at December 31,
1997 a 19.2% increase. Though short-term in nature, repurchase agreements have
been and continue to be a stable source of funds. Repurchase agreements grew
to $4.6 at March 31, 1998.
The provision for loan losses charged to operations was based partially on
management's estimation of future losses and on an evaluation of portfolio risk
and economic factors. The provision for loan losses at March 31, 1998 was
$100,005 and the allowance for loan losses at March 31, 1998 was $460,005
compared to $360,000 at December 31, 1998. The allowance for loan losses as of
March 31, 1998 represented approximately 1.65% of gross loans outstanding.
8
<PAGE> 9
At March 31, 1998, there were no loans where known information about
possible credit problems of borrowers caused management to have serious doubts
as to the ability of the borrowers to comply with present loan repayment terms
and which, in management's judgement, may result in disclosure of such loans.
Furthermore, management is not aware of any potential problem loans, which
could have a material effect on the Company's operating results, liquidity, or
capital resources.
Management allocated approximately 53.1% of the allowance for loan losses
to commercial loans; 13.3% to residential loans; and 2.8% to installment loans
to individuals at March 31, 1998, leaving 30.8% unallocated. There were no
nonperforming loans at March 31, 1998. Management believes the allowance for
loan losses balance at March 31, 1998 is adequate to absorb potential losses in
the loan portfolio.
Net interest income for the three months ended March 31, 1998 was
$418,584, an increase of $ 280,663 over the three months ended March 31, 1997.
This was primarily due to an increase in securities available for sale and
loans receivable, funded by deposit growth. The net interest margin for March
31, 1998 was 3.29% compared to 4.05% for March 31, 1997. The decrease in the
margin can be attributed to significant growth in securities available for sale
which have a lower yield than loans receivable coupled with the competitive
economic environment.
Total noninterest income was $13,531 for the three months ended March 31,
1998 compared to $13,784 for the three months ended March 31, 1997.
Noninterest income resulted from net gains on sales of securities available for
sale and other income.
Total noninterest expense was $452,102 for the three months ended March
31, 1998 compared to $275,641 for the three months ended March 31, 1997 or a
64.0% increase. The increase was primarily the result of the following
factors. Salaries and employee benefits increased $93,257 or 64.9% to $236,941
in the three months ended March 31, 1998. This increase was due to hiring
additional employees needed to operate the bank. Occupancy and equipment
expense increased by $60,453 primarily due to the depreciation on equipment
needed to operate the bank as well as maintenance contracts needed to keep the
equipment functioning. Other expense increased $22,751 due to the increases in
client courier costs, data processing, credit and debit card processing
expense.
Since the Company is still classified as a start-up venture, it is
anticipated that the Company's net losses will continue for some period in the
future.
The potential future income tax benefit from the net operating losses in
1997 and 1996 has not been reflected in the consolidated financial statements.
A valuation allowance has been recorded to offset the excess of deferred tax
assets over deferred tax liabilities. At such time when management believes
that it is more likely than not that the income tax benefit will be used by the
Company to offset future income tax expense, the valuation allowance will be
reduced and a tax benefit will be realized. The income tax benefit from the
losses in 1997 and 1996 can be carried forward for fifteen years from the time
of the loss before they expire. Accordingly, the Company's net operating loss
carryforward for 1997 will expire in 2012 and the net operating loss
carryforward for 1996 will expire in 2011 if they remain unused at that time.
A new accounting standard has been issued which will require future
reporting in 1998 of comprehensive income (loss). Comprehensive income (loss)
is net income (loss), plus changes in unrealized appreciation (depreciation) on
securities available for sale, net of tax.
LIQUIDITY AND ASSET/LIABILITY MANAGEMENT
Liquidity relates primarily to the Company's ability to fund loan demand,
meet deposit customers' withdrawal requirements and provide for operating
expenses. Assets used to satisfy these needs consist of cash and due from
banks, federal funds sold, interest-bearing deposits in other financial
institutions and securities available for sale. These assets are commonly
referred to as liquid assets. Liquid assets were $29.6 million at March 31,
1998 compared to $27.4 million at December 31, 1997. Liquidity levels improved
$2.2 million from December 31, 1997 to March 31, 1998 primarily due to
increased investments in liquid assets funded by growth in deposits, which
exceeded the growth in loans receivable. Management recognizes that securities
may need to be sold in the future to help fund loan demand and accordingly, as
of March 31, 1998, the entire securities portfolio of $23.3 million was
classified as available for sale. Management believes its current liquidity
level is sufficient to meet anticipated future growth.
9
<PAGE> 10
The Company is in the process of securing a line of credit with the
Federal Home Loan Bank using its $7.8 million in qualifying real estate
mortgage loans to collateralize borrowings that could readily be used as an
additional source of liquidity in the future.
The statements of cash flows for the periods presented provide an
indication of the Company's sources and uses of cash as well as an indication
of the ability of the Company to maintain an adequate level of liquidity. A
discussion of the statements of cash flows for 1998 and 1997 follows.
For the three months ended March 31, 1998, the Company experienced a net
increase in cash from operating activities of $71,156 compared to a net
decrease in cash from operating activities of $(215,468) for the three months
ended March 31, 1998. The increase in cash from operating activities of
$286,624 for 1998 as compared to 1997 was partially due to the reduction in the
net loss from the operations of the Bank during the three months ended March
31, 1998.
For both periods presented, the Company also experienced a net decrease in
net cash from investing activities. Net cash from investing activities was
$(6.0 million) and $(.4 million) for the three months ended March 31, 1998 and
March 31, 1997. The changes in net cash from investing activities include
growth in loans receivable, as well as purchases and normal maturates of
securities available for sale and purchases of equipment. For the three months
ended March 31, 1998 the Company received $3.0 million from sales of securities
available for sale.
Net cash flow from financing activities was $7.7 million and $9.5 million
for the three months ended March 31, 1998 and March 31, 1997. In both periods
the increase was primarily attributable to growth in total deposits and
securities sold under agreements to repurchase of $7.4 million and $9.1
million.
INTEREST RATE RISK
Managing rates on earning assets and interest bearing liabilities focuses
on maintaining stability in the net interest margin, an important factor in
earnings growth and stability. Emphasis is placed on maintaining a controlled
rate sensitivity position, to avoid wide swings in margins and to manage risk
due to changes in interest rates.
The Bank currently uses a computer model to simulate the effects of
possible interest rate changes. As a guide, the Bank intends to limit
estimated negative exposure to changing interest rates within the ensuing year
to 5% of net interest income. The exposure estimate will be based on a variety
of assumptions built into the model, and assumed interest rate changes of plus
or minus 100 basis points.
CAPITAL RESOURCES
Total shareholders' equity was $11.2 million as of March 31, 1998. The
slight increase from December 31, 1997 was primarily attributed to the net loss
during the first quarter 1998 of $(119,992) offset by the change in the
unrealized appreciation on the securities portfolio as well the investment in
the Company by its employees under the Companies 401k Retirement Plan.
Following are selected capital ratios for the Corporation as of the date
indicated, along with the minimum regulatory requirements for each item:
<TABLE>
<CAPTION>
REQUIRED FOR
WELL CAPITALIZED MARCH 31, 1998
---------------- --------------
<S> <C> <C>
Total Risk Based Ratio 10% or more 26.79%
Tier 1 Risk Based Capital 6% or more 25.54%
Tier 1 Leverage Ratio 5% or more 17.46%
</TABLE>
The company exceeded the applicable minimum regulatory capital
requirements at March 31, 1998.
10
<PAGE> 11
As of March 31, 1998, management is not aware of any current
recommendations by the banking regulatory authorities which, if they were to be
implemented, would have, or are reasonably likely to have, a material adverse
effect on the Company's liquidity, capital resources or operations.
YEAR 2000 COMPLIANCE
The Company is in the process of receiving Year 2000 vendor certifications
on its primary computer operating systems. Testing will be performed over the
next year to identify any applications that are not Year 2000 compliant. In
the event an application is deemed to be non-compliant, corrective action will
be taken. The implementation of the Company's Year 2000 plan is currently on
schedule. Costs associated with the Year 2000 issue currently are undetermined
and are expected to have some impact on the subsequent years' results of
operations.
RECENT REGULATORY DEVELOPMENTS
The federal banking regulators have issued several statements providing
guidance to financial institutions on the steps the regulators expect financial
institutions to take to become Year 2000 compliant. Each of the federal
banking regulators is also examining the financial institutions under its
jurisdiction to assess each institution's compliance with the outstanding
guidance. If an institution's progress in addressing the Year 2000 problem is
deemed by its primary regulator to be less than satisfactory, the institution
will be required to enter into a memorandum of understanding with the regulator
which will, among other things, require the institution to promptly develop
periodic reports describing the institution's progress in implementing the
plan. Failure to satisfactorily address the Year 2000 problem may also expose
a financial institution to other forms of enforcement action that its primary
federal regulator deems appropriate to address the deficiencies in the
institution's Year 2000 remediation program.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings.
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
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27) Financial Data Schedule
11
<PAGE> 12
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
ST. JOSEPH CAPITAL CORPORATION
(Registrant)
Date: May 5, 1998 ______________________________
John W. Rosenthal
President
Date: May 5, 1998 ______________________________
Edward R. Pooley
Principal Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 2,552,857
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,750,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 23,335,084
<LOANS> 27,353,855
<ALLOWANCE> (256,000)
<TOTAL-ASSETS> 58,427,353
<DEPOSITS> 42,319,549
<SHORT-TERM> 4,648,594
<LIABILITIES-OTHER> 251,599
<LONG-TERM> 0
12,762
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 58,427,353
<INTEREST-LOAN> 528,420
<INTEREST-INVEST> 379,987
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 908,407
<INTEREST-DEPOSIT> 427,593
<INTEREST-EXPENSE> 62,230
<INTEREST-INCOME-NET> 418,584
<LOAN-LOSSES> 100,005
<SECURITIES-GAINS> 10,919
<EXPENSE-OTHER> 452,102
<INCOME-PRETAX> (119,992)
<INCOME-PRE-EXTRAORDINARY> (119,992)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (119,992)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> 0
<YIELD-ACTUAL> 3.27
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> (460,005)
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> (460,005)
<ALLOWANCE-DOMESTIC> (318,747)
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> (141,258)
</TABLE>
