<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended: JUNE 30, 1997
[ ] 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 ______
HEMLOCK FEDERAL FINANCIAL CORP.
------------------------------------------------------
(Exact Name of Registrant as Specified In Its Charter)
DELAWARE 36-4126192
-------- ----------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
5700 WEST 159TH STREET 60452
---------------------- -------
(Address of Principal Executive Offices) (Zip Code)
708-687-9400
(Registrant's telephone number, including area code)
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 of 1934 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
---- -----
Indicate the number of shares outstanding of each the issuer's classes of common
stock, as of the latest practicable date:
Class Outstanding at June 30, 1997
- ---------------------------- ------------------------------
Common Stock, par value $.01 1,915,756 shares
- 1 -
<PAGE>
HEMLOCK FEDERAL FINANCIAL CORP.
AND SUBSIDIARY
INDEX
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Condition as
of June 30, 1997 and December 31, 1996................................ 3
Condensed Consolidated Statements of Income for the three
months and six months ended June 30, 1997 and 1996..................... 4
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 1997 and 1996................................... 5
Condensed Consolidated Statements of Changes in Stockholders'
Equity for the six months ended June 30, 1997 and 1996................ 6
Notes to the Condensed Consolidated Financial Statements as of
June 30, 1997......................................................... 7
Item 2. Management's Discussion and Analysis of the Financial
Condition and Results of Operation............................ 8
Part II. Other Information
Item 3. Exhibits and Reports on Form 8-K.............................. 13
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<PAGE>
HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(In thousands, except share data)
June 30, December 31,
ASSETS 1997 1996
--------- -----------
Cash on hand and due from banks $10,999 $17,410
Securities available-for-sale, at fair value 44,196 42,619
Securities held-to-maturity (fair value: 49,451 29,537
1997 - $50,260, 1996 - $30,322)
Loans Receivable, net 56,362 53,536
Property, plant and equipment, net 982 1,043
FHLB Stock, at cost 987 901
Accrued interest and other assets 1,571 1,359
--------- -----------
Total Assets $ 164,548 $ 146,405
--------- -----------
--------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 129,456 $ 131,243
FHLB advances 1,500 1,500
Advances from borrowers for taxes and insurance 753 681
Accrued interest and other liabilities 1,944 866
--------- -----------
Total Liabilities 133,653 134,290
Stockholders' equity
Common stock, $.01 par value; 3,100,000 shares
authorized; 2,076,325 shares issued 21 0
Surplus 20,036 0
Unearned ESOP, 160,569 shares (1,606) 0
Retained earnings 11,616 11,508
Net unrealized gain on securities
available-for-sale, net of tax 828 607
--------- -----------
Total Stockholders' Equity 30,895 12,115
--------- -----------
Total Liabilities and Stockholders' Equity $ 164,548 $ 146,405
--------- -----------
--------- -----------
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<PAGE>
HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
<TABLE>
<CAPTION>
Three months ended Six Months Ended
June 30, June 30,
----------------------- ----------------------
1997 1996 1997 1996
--------- -------- -------- --------
<S> <C> <C> <C> <C>
Interest and Dividend Income
Loans $ 1,096 $1,020 $2,166 $1,972
Investment securities 1,437 1,421 2,655 2,794
Interest bearing deposits 279 138 559 348
--------- -------- -------- --------
Total Interest Income 2,812 2,579 5,380 5,114
Interest expense
Deposits 1,344 1,371 2,760 2,744
FHLB advances 36 37 73 74
--------- -------- -------- --------
Total Interest Expense 1,380 1,408 2,833 2,818
Net interest income 1,432 1,171 2,547 2,296
Provision for loan losses 0 0 0 0
--------- -------- -------- --------
Net interest income after provision
for loan losses 1,432 1,171 2,547 2,296
Non-interest income
Service fees 55 46 105 95
Other income 75 85 130 157
--------- -------- -------- --------
Total Non-interest Income 130 131 235 252
Non-interest expenses
Salaries and employee benefits 451 447 861 876
Occupancy and equipment expense 156 155 312 315
Computer service fees 65 40 124 105
Foundation contribution 0 0 1,000 0
Other expenses 157 217 290 455
--------- -------- -------- --------
Total Non-interest Expense 829 859 2,587 1,751
--------- -------- -------- --------
Income before income taxes 733 443 195 797
Provision for income taxes 266 164 87 289
--------- -------- -------- --------
Net income $ 467 $ 279 $ 108 $ 508
--------- -------- -------- --------
--------- -------- -------- --------
Earnings per share $ 0.24 N/A $ 0.24 N/A
--------- -------- -------- --------
--------- -------- -------- --------
</TABLE>
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<PAGE>
HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six months ended
June 30, June 30,
1997 1996
--------- --------
Cash flows from operating activities
Net income $ 108 $ 508
Adjustments to reconcile net income to net
cash provided by operating activities
Provision for depreciation 65 59
Net amortization of investment security
premiums/discounts 132 103
Decrease in deferred loan fees (40) (65)
Loss on sale of securities 2 0
Increase in accrued interest receivable (178) 206
Decrease in other assets 351 32
Increase in accrued interest payable and
other liabilities 550 (57)
ESOP compensation 75 0
--------- --------
Net cash provided by operating activities 1,065 786
Cash flows from investing activities
Purchase of securities available-for-sale (12,053) (16,914)
Proceeds from sales of securities
available for sale 596 0
Principal payments of mortgage-backed
securities and collateralized mortgage obligations 9,791 13,488
Proceeds from maturities and calls of securities 6,550 11,305
Purchase of FHLB stock (86) (52)
Net increase in loans (2,785) (6,330)
Purchases of securities held-to-maturity (26,146) (325)
Purchases of building and equipment, net (4) (76)
--------- --------
Net cash used in investing activities (24,137) 1,096
Cash flows from financing activities
Net increase (decrease) in deposits (1,787) 1,067
Increase in advance payments by borrowers
for taxes and insurance 72 49
Issuance of Common Stock 18,346 0
Stock conversion expense 30 0
--------- --------
Net cash provided by financing activities 16,661 1,116
Net increase (decrease) in cash and cash equivalents (6,412) 2,998
Cash and cash equivalents at beginning of period 17,410 13,301
--------- --------
Cash and cash equivalents at end of period $10,999 $16,299
--------- --------
--------- --------
Supplemental disclosure of cash flow information
Cash paid during period for
Interest $ 2,837 $ 2,815
Income taxes 83 402
- 5 -
<PAGE>
HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY
For Three Months Ended June 30, 1997 and 1996
(In thousands, except share data)
<TABLE>
<CAPTION>
NET
UNREALIZED
GAIN (LOSS) ON
SECURITIES TOTAL
AVAILABLE- UNEARNED
COMMON RETAINED FOR-SALE STOCKHOLDER
STOCK SURPLUS EARNINGS NET OF TAX ESOP EQUITY
------- ------- -------- ----------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 $ -- $ -- $11,346 $ 531 $ -- $11,877
Net income for six months
ended June 30, 1996 -- -- 508 -- -- 508
Change in unrealized gain
on securities available-
for-sale, net of tax -- -- -- (137) -- (137)
------- ------- -------- ----------- -------- -----------
Balance at June 30, 1997 $ -- $ -- $11,576 $ 592 $ -- $12,168
------- ------- -------- ----------- -------- -----------
------- ------- -------- ----------- -------- -----------
Balance at December 31, 1996 $ -- $ -- $11,508 $ 607 $ -- $12,115
Issuance of Common Stock 21 19,986 -- -- (1,661) 18,346
Net income for six months
ended June 30, 1997 -- -- 108 -- -- 108
ESOP shares earned -- 20 -- -- 55 75
Change in unrealized gain on
securities available-for-
sale, net of tax -- -- -- 221 -- 221
Conversion Costs -- 30 -- -- -- 30
------- ------- -------- ----------- -------- -----------
Balance at June 30, 1997 $ 21 $20,036 $11,616 $ 828 $(1,606) $30,895
------- ------- -------- ----------- -------- -----------
------- ------- -------- ----------- -------- -----------
</TABLE>
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<PAGE>
HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997
NOTE 1
Hemlock Federal Financial Corp. (Corporation) is a one thrift holding company
which owns 100% of the voting stock of Hemlock Federal Bank for Savings
(Bank), a federally chartered thrift located in Oak Forest, Illinois. The
Corporation was incorporated under Delaware law in December of 1996. In
the opinion of management, the accompanying condensed consolidated financial
statements contain all adjustments (consisting of normally recurring items)
necessary to present fairly the Corporation's consolidated financial position
as of June 30, 1997 and December 31, 1996, and the results of its
consolidated operations, its consolidated cash flows, and its changes in
stockholders' equity for the three month and six month periods ended June 30,
1997 and June 30, 1996. The results of operations for the period ended June
30, 1997 are not necessarily indicative of the results to be expected for the
full year.
The financial statements and notes are presented as permitted by Form 10-Q
and do not contain certain information included in the Corporation's annual
financial statements and notes thereto.
NOTE 2
On March 31, 1997, Hemlock Federal Bank for Savings (Bank) converted from a
federally chartered mutual thrift to a federally chartered stock thrift.
The Bank issued all of its common stock at $10.00 per share to the ESOP,
certain depositors of the Bank, and certain members of the general public,
all pursuant to a plan of conversion.
The ESOP purchased 166,106 shares of common stock representing 8% of the
total issued shares. The ESOP borrowed $1,661,060 from the Corporation to
purchase the stock using the stock as collateral for the loan. The loan is
to be paid principally from the Bank's contributions to the ESOP over a
period of up to 10 years.
NOTE 3
The Bank had the following contractual amounts of financial instruments
outstanding at June 30, 1997 (in 000's):
Commitments to originate loans $ 979
Standby letters of credit 0
NOTE 4
Earnings per share is calculated by dividing the net earnings by the weighted
average number of common shares outstanding, net of unearned ESOP shares.
In 1997, earnings per share is computed using net earnings from the date that
the Bank converted to stock ownership.
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<PAGE>
HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS
June 30, 1997
The following discussion focuses on the consolidated financial condition of
Hemlock Federal Financial Corp. and Subsidiary at June 30, 1997 and the
consolidated results of operations for the three month and six month periods
ended June 30, 1997, compared to the same period in 1996. For the purposes
of this Form 10-Q, the results of operations in 1996 presented herein are for
Hemlock Federal Bank for Savings(Bank) as the predecessor entity to the
Corporation. The purpose of this discussion is to provide a better
understanding of the condensed consolidated financial statements and the
operations of the Corporation and its subsidiary, the Bank. This discussion
should be read in conjunction with the interim condensed consolidated
financial statements and notes thereto included herein.
RESULTS OF OPERATIONS
Consolidated net income of the Corporation for the second quarter of 1997
totaled $467,000, compared to net income of $279,000 earned for the second
quarter of 1996, an increase of $188,000. The $188,000 increase in net income
for the second quarter of 1997 was primarily attributable to an increase in
securities, as the net proceeds from the initial public offering, which
closed effective March 31, 1997, were converted to interest earning assets.
Consolidated net income for the Corporation was $108,000 for the six month
period ending June 30, 1997, as compared to $508,000 for same period one year
ago. The $400,000 difference in net income is primarily attributable to the
$1 million accrual, net of tax, to fund the Hemlock Federal Charitable
Foundation, which took place on March 31, 1997. This was partially offset by
an increase in net interest income.
NET INTEREST INCOME
Net interest income increased $261,000, or 22%, for the three month period
ended June 30, 1997, compared to the same period in 1996. This increase is
due primarily to an increase in securities as the net proceeds from the
initial public offering were invested in interest earning assets.
Net interest income for the six month period ending June 30, 1997 was $2.55
million, as compared to $2.30 million for the same period ending one year
ago. The $250,000 increase in net interest income is attributable to the
investment of the proceeds received from the initial public offering.
Proceeds were invested primarily in interest-earning securities. The
increase in net income is also attributable to an increase in yield on
securities, as a result of upward adjustments in rates on adjustable rate
mortgage-backed securities and floating rate collateralized mortgage
obligations.
- 8 -
<PAGE>
HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS
June 30, 1997
PROVISION FOR LOAN LOSSES
The Bank's allowance for loan losses was $745,000 as of June 30, 1997. The
allowance was equal to 1.32% of total loans as of June 30, 1997. The bank
had no non-performing assets as of June 30, 1997. Management believes the
existing level of reserves is adequate, given current economic conditions as
well as loss experience and credit demand. No additional provisions were
made during the quarters ending June 30, 1997 or June 30, 1996, nor for the
six month periods ending June 30, 1997 and June 30, 1996.
CHANGES IN NON-INTEREST INCOME AND NON-INTEREST EXPENSE
Non-interest income totaled $130,000 for the three month period ended June
30, 1997, a $1,000 decrease as compared to the total amount for the year
earlier period. Non-interest income for the six month period ending June 30,
1997 was $235, 000, as compared to $252,000 for the same period one year ago.
The $17,000 decrease is attributable to a decrease in fees associated with
loan originations.
Non-interest expense for the three months ended June 30, 1997 decreased
$30,000, from $859,000 for the three month period ended June 30, 1996 to
$829,000 for the three month period ended June 30, 1997, primarily as a
result of a decrease in the SAIF deposit insurance cost. This was partially
offset by an increase in expenses associated with the operation of the
holding company.
Non-interest expense for the six month period ending June 30, 1997 was $2.59
million, as compared to $1.75 million for the same period one year ago. The
$840,000 difference was due to the $1 million accrual to fund the Hemlock
Federal Charitable Foundation, which took place on March 31, 1997. Excluding
the impact of the foundation accrual, non-operating expenses for the six
month period ending June 30, 1997 would have been $1.59 million, a $160,000
decrease from the same period one year ago. This is primarily attributable
to the reduction in deposit insurance premiums.
PROVISION FOR INCOME TAXES
The Bank's federal and state income tax expense increased from $164,000 for
the three month period ended June 30, 1996 to $266,000 for the three month
period ended June 30, 1997. The $102,000 increase in income tax was the
result of the increase in net income before income taxes.
The federal and state income tax expense for the six month period ending June
30, 1997 was $87,000, as compared to $289,000 for the same period one year
ago. The $202,000 decrease in income tax was the result of the decrease in
net income before income taxes.
- 9 -
<PAGE>
HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS
June 30, 1997
FINANCIAL CONDITION
Consolidated total assets aggregated $164.55 million and $146.41 million at
June 30, 1997 and December 31, 1996, respectively. The increase in total
assets is primarily attributable to the proceeds raised in the corporation's
initial public offering. The net proceeds were invested in securities
held-to-maturity and securities available-for-sale as of June 30, 1997,
resulting in an increase in securities available-for-sale of $1.58 million,
and an increase in securities held-to-maturity of $19.91 million. This was
partially offset by a decrease in cash on hand and due from banks of $6.41
million.
Total liabilities at June 30, 1997 were $133.65 million compared to $134.29
million at December 31, 1996. Total deposits decreased by $1.79 million,
from $131.24 million at December 31, 1996 to $129.46 million at June 30,
1997, due principally to the purchase of common stock in the initial public
offering by Bank depositors. In addition, other liabilities increased by
$1.08 million primarily as the result of the establishment of the accrual to
fund the charitable foundation.
Shareholders' equity at June 30, 1997 was $30.89 million compared to $12.12
million at December 31, 1996, an increase of $18.78 million, due primarily to
net proceeds of the initial public offering that was completed on March 31,
1997.
CAPITAL RESOURCES AND COMMITMENTS
The Bank is subject to three capital to asset requirements in accordance with
bank regulations. The following table summarizes the Bank's regulatory
capital requirements versus actual capital as of June 30, 1997 and December
31, 1996.
REGULATORY ACTUAL
REQUIREMENT 6/30/97 12/31/96
----------- ------- --------
Tangible capital 1.5% 12.75% 7.87%
Core leverage capital 3.0% 12.75% 7.87%
Risk-based capital 8.0% 39.21% 24.58%
The bank has entered into a purchase contract to acquire land in a southwest
suburb of Illinois for the purpose of establishing a full service branch
facility. The investment in land is expected to cost $975,000. Building and
equipment investment is estimated at $1.2 million. The purchase is expected
to be completed during the third quarter of 1997.
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<PAGE>
HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS
June 30, 1997
LIQUIDITY
Liquidity measures the ability of the Corporation to meet maturing
obligations and its existing commitments, to withstand fluctuations in
deposit levels, to fund operations, and to provide for customers' credit
needs. The liquidity of the Corporation principally depends on cash flows
from operating activities, investment in and maturity of assets, changes in
balances of deposits and borrowings, and its ability to borrow funds in the
money or capital markets.
The Bank's regulatory liquidity ratio at June 30, 1997 was 23.45%, a portion
of which includes interest-earning assets with terms of 5 years or less.
This is primarily as a result of the reinvestment of the proceeds raised in
the initial public offering into short-term securities. Loan commitments
outstanding totaled $979,000 at June 30, 1997.
IMPACT OF NEW ACCOUNTING STANDARDS
In June 1996, the FASB issued Statement of Financial Accounting Standards No.
125 ("SFAS No. 125"), "Accounting for Transfers and Extinguishments of
Liabilities." SFAS No. 125 provides accounting and reporting standard for
transfers and servicing of financial assets and extinguishments of
liabilities. SFAS No. 125 requires 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
derecognizes liabilities when extinguished. SFAS No. 125 also supersedes
SFAS No. 122 and requires that servicing assets and liabilities be
subsequently measured by amortization in proportion to and over the period of
estimated net servicing income or loss and requires assessment for asset
impairment or increases obligation based on their fair values.
SFAS No. 125 applies to transfers and extinguishments occurring after
December 31, 1996, and early or retroactive application is not permitted.
Because the volume and variety of certain transactions will make it difficult
for some entities to comply, some provision have been delayed by SFAS No.
127. The adoption of SFAS No. 125 did not have a material impact on the
results of operations or financial condition of the Bank.
On March 3, 1997, the Financial Accounting Standards Board (FASB)
issued Statement 128, "Earnings Per Share", which is effective for financial
statements beginning with year end 1997. Statement 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. Basis EPS include 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. The
Company expects Statement
- 11 -
<PAGE>
HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS
June 30, 1997
128 to have little impact on its earnings per share calculations in future
years, other than changing terminology from primary EPS to basic EPS. All prior
period EPS data will be restated to conform with the new presentation.
SAFE HARBOR STATEMENT
This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for purposes of these safe harbor
provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies and expectations of the
Company, are generally identifiable by use of the words "believe", "expect",
"intend", "anticipate", "estimate", "project" or similar expressions. The
Company's ability to predict results or the actual effect of future plans or
strategies is inherently uncertain. Factors which could have a material
adverse affect on the operations and future prospects of the Company and the
subsidiaries include, but are not limited to, changes in: interest rates,
general economic conditions, legislative/regulatory changes, monetary and
fiscal policies of the U.S. Government, including policies of the U.S.
Treasury and the Federal Reserve Board, the quality or composition of the
loan or investment portfolios, demand for loan products, deposit flows,
competition, demand for financial services in the Company's market area and
accounting principles, policies and guidelines. These risks and
uncertainties should be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements. Further
information concerning the Company and its business, including additional
factors that could materially affect the Company's financial results, is
included in the Company's filings with the Securities and Exchange Commission.
- 12 -
<PAGE>
HEMLOCK FEDERAL FINANCIAL CORP. AND SUBSIDIARY
PART II OTHER INFORMATION
Item 3. Exhibits and Reports on Form 8-K.
a. Exhibits - None
b. Reports on Form 8-K - none
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.
HEMLOCK FEDERAL FINANCIAL CORP.
(Registrant)
/s/ Maureen G. Partynski
----------------------------------
Maureen G. Partynski
Chief Executive Officer
June 30, 1997
/s/ Michael R. Stevens
----------------------------------
Michael R. Stevens
President
June 30, 1997
- 13 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMANTION EXTRACTED FROM THE
STATEMENTS OF CONDITION AND INCOME OF HEMLOCK FEDERAL FINANCIAL CORPORATION AS
OF JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 10,999
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 44,196
<INVESTMENTS-CARRYING> 49,451
<INVESTMENTS-MARKET> 50,260
<LOANS> 56,362
<ALLOWANCE> 745
<TOTAL-ASSETS> 164,548
<DEPOSITS> 129,456
<SHORT-TERM> 1,500
<LIABILITIES-OTHER> 1,944
<LONG-TERM> 0
0
0
<COMMON> 21
<OTHER-SE> 30,874
<TOTAL-LIABILITIES-AND-EQUITY> 164,548
<INTEREST-LOAN> 2,166
<INTEREST-INVEST> 2,655
<INTEREST-OTHER> 559
<INTEREST-TOTAL> 5,380
<INTEREST-DEPOSIT> 2,760
<INTEREST-EXPENSE> 2,833
<INTEREST-INCOME-NET> 2,547
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,587
<INCOME-PRETAX> 195
<INCOME-PRE-EXTRAORDINARY> 195
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 108
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
<YIELD-ACTUAL> 6.95
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 545
<ALLOWANCE-OPEN> 745
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 745
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 745
</TABLE>
