SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 (No Fee required)
For the fiscal year ended March 31, 1997
--------------
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required) For the transition period
from to .
------------ ------------
Commission File No. 0-22535
Sistersville Bancorp, Inc.
----------------------------------------------
(Name of Small Business Issuer in Its Charter)
Delaware
- --------------------------------------------- ---------------
(State or Other Jurisdiction of Incorporation I.R.S. Employer
or Organization) Identification No.
726 Wells Street, Sistersville, West Virginia 26175
- --------------------------------------------- ----------
(Address of Principal Executive Offices (Zip Code)
Issuer's Telephone Number, Including Area Code: (304) 652-3671
--------------
Securities registered under to Section 12(b) of the Exchange Act: None
------
Securities registered under to Section 12(g) of the Exchange Act:
Common Stock, par value $0.10 per share
---------------------------------------
(Title of Class)
Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the 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 X .
--- ---
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $2,040,961
The aggregate market value of the voting stock held by non-affiliates of
the registrant, based on the last sale price of the registrant's Common Stock on
July 28, 1997 ($14.25 per share), was approximately $8.1 million.
As of July 29, 1997, there were issued and outstanding 661,428 shares of
the registrant's Common Stock.
Transition Small Business Disclosure Format (check one):
YES NO X
--- ---
DOCUMENTS INCORPORATED BY REFERENCE
NONE
<PAGE>
EXPLANATION OF FILING
General
The Registrant's Registration Statement on Form S-1 and accompanying
Registration Statement on Form 8-A, as filed with the Securities and Exchange
Commission in connection with the Registrant's initial public offering, became
effective on May 12, 1997, which was within 90 days of the Registrant's fiscal
year end of March 31, 1997. Because the Registration Statement on Form S-1 did
not contain audited financial statements for the fiscal year just completed
(March 31, 1997), the Registrant is required by Rule 15d-2 under the Securities
Exchange Act of 1934, as amended, to file a Special Report on Form 10-KSB within
90 days of the Effective Date of the Registration Statement on Form S-1. The
Registrant's Special Report on Form 10-KSB is required to contain only audited
financial statements for the just completed fiscal year, unless otherwise
required by the rules of any exchange. The Registrant's Common Stock is not
traded on any exchange or on the NASDAQ Stock Market. Accordingly, the
Registrant's Special Report on Form 10-KSB does not include any other narrative
items or tabular information which are normally required to be filed in an
Annual Report on Form 10- KSB.
The Registrant's initial public offering was consummated on June 25,
1997, at which time the Registrant's wholly-owned subsidiary, First Federal
Savings Bank, formerly First Federal Savings and Loan Association of
Sistersville (the "Association"), completed it conversion from the mutual to the
stock form of organization (the "Conversion"). Accordingly, the financial
statements filed with this Special Report on Form 10-KSB are those of the
Association as it existed in the mutual form of organization as of March 31,
1997, and do not reflect the receipt of the proceeds from the Registrant's
initial public offering or the completion of the Conversion.
Item 7. Financial Statements
- -----------------------------
The Association's financial statements are filed herewith. See "Item
13. Exhibits, List and Reports on Form 8-K."
Item 13. Exhibits, List and Reports on Form 8-K
- ------------------------------------------------
(a) The following documents are filed as a part of this report:
1. The following financial statements of the Association and
the report of independent accountants of the Registrant included under Item 7
are incorporated herein by reference.
1
<PAGE>
Independent Auditors Report
Statements of Financial Condition at March 31, 1997 and 1996.
Statements of Operations for the Years Ended March 31, 1997, 1996 and
1995.
Statements of Changes in Equity for the Years Ended March 31, 1997,
1996 and 1995.
Statements of Cash Flows for the Years Ended March 31, 1997, 1996 and
1995.
Notes to Financial Statements.
2. Financial Statement Schedules for which provision is made
in the applicable accounting regulations of the SEC are not required under the
related instructions or are inapplicable and therefore have been omitted.
3. The following exhibits are included in this Report:
(a) List of Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K.
None.
2
<PAGE>
SNODGRASS
Certified Public Accountants
[LOGO]
Independent Auditor's Report
----------------------------
Board of Directors
First Federal Savings and Loan
Association of Sistersville
We have audited the accompanying statements of financial condition of First
Federal Savings and Loan Association of Sistersville as of March 31, 1997 and
1996, and the related statements of operations, changes in equity, and cash
flows for the three years ended March 31, 1997. These financial statements are
the responsibility of the Association's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Federal Savings and Loan
Association of Sistersville at March 31, 1997 and 1996, and the results of its
operations, changes in retained earnings and cash flows for the three years
ended March 31, 1997, in conformity with generally accepted accounting
principles.
As discussed in Note 1, the Association changed its method of accounting for
debt and equity securities in 1995.
/s/S,R,Snodgrass, A.C.
Wheeling, West Virginia
June 26, 1997.
S.R. Snodgrass, A.C.
980 National Road Wheeling, WV 26003-6400
Phone: 304-233-5030 Facsimile: 304-233-3062
<PAGE>
First Federal Savings and Loan Association of Sistersville
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
March 31,
1997 1996
------------------ ---------------
ASSETS
<S> <C> <C>
Cash (including interest bearing short-term
deposits of $1,713,394 at 3/31/97; and
$2,326,463 at 3/31/96) $ 1,794,459 $ 2,424,571
Investment securities:
Available for sale (at market value) 2,319,633 2,134,589
Held to maturity (market value - $335,053 at
3/31/97; and $784,267 at 3/31/96) 328,053 775,025
Loans receivable, net 21,724,869 20,038,692
Real estate acquired in settlement of loans,
net of allowance of $ -0- - 28,646
Office properties and equipment, at cost, less
accumulated depreciation of $254,037 at 3/31/97;
and $214,235 at 3/31/96 363,538 400,714
Accrued interest receivable - investments 14,750 16,333
Accrued interest receivable - loans (net of reserve
for uncollected interest of $6,412 at 3/31/97 and
$-0- at 3/31/96) 129,321 123,028
Prepaid expenses and other assets 142,127 25,028
---------------- ---------------
TOTAL ASSETS $ 26,816,750 $ 25,966,626
================ ===============
LIABILITIES AND EQUITY
NOW and Money Market withdrawal accounts $ 2,912,286 $ 2,699,712
Savings accounts 18,787,439 18,391,103
---------------- --------------
Total deposits 21,699,725 21,090,815
Accrued interest payable on savings 12,379 14,420
Accrued compensation 7,368 4,780
Accrued federal income taxes 30,365 60,833
Deferred federal taxes 215,091 176,806
Other liabilities 48,508 71,291
---------------- ---------------
Total liabilities 22,013,436 21,418,945
---------------- ---------------
Commitments and contingencies (Note 10) - -
Retained earnings-substantially restricted 4,410,275 4,262,801
Unrealized gain on securities available for sale,
net of applicable deferred income taxes 393,039 284,880
---------------- ---------------
Total equity 4,803,314 4,547,681
---------------- ---------------
TOTAL LIABILITIES AND EQUITY $ 26,816,750 $ 25,966,626
================ ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE>
First Federal Savings and Loan Association of Sistersville
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended March 31,
-----------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
INTEREST AND DIVIDEND INCOME
Taxable Interest on loans $ 1,804,726 $ 1,662,025 $ 1,434,749
Taxable interest on investments 216,403 293,413 429,320
Dividends on FHLB stock 11,602 10,613 8,163
Dividends on FHLMC stock 8,230 7,095 6,130
------------ ------------ ------------
Total interest and dividend income 2,040,961 1,973,146 1,878,362
------------ ------------ ------------
INTEREST EXPENSE
Interest on deposits 979,537 955,554 818,648
Borrowed funds - 21,182 21,898
------------ ------------ ------------
Total interest expense 979,537 976,736 840,546
------------ ------------ ------------
Net interest income 1,061,424 996,410 1,037,816
PROVISION FOR LOAN LOSSES 7,733 6,800 27,900
------------ ------------ ------------
Net interest income after provision
for loan losses 1,053,691 989,610 1,009,916
------------ ------------ ------------
NON-INTEREST INCOME
Service charges 20,965 19,993 18,075
Gain on sale of real estate, net 3,974 - 4,114
Other income 1,978 3,876 3,905
------------ ------------ ------------
Total non-interest income 26,917 23,869 26,094
------------ ------------ ------------
NON-INTEREST EXPENSES General and administrative expenses:
Salaries and benefits 413,763 392,987 376,673
Occupancy expense 40,205 28,239 22,728
Furniture and equipment expense 34,342 25,245 19,713
Service bureau expense 58,390 54,307 55,292
Advertising and public relations 22,385 21,114 23,817
Supervisory examination, audit and legal 24,383 23,452 19,766
Federal insurance premium 166,722 46,171 45,246
Franchise, payroll, and other taxes 49,570 48,363 48,831
Net realized losses on sales of
available-for-sale securities - 8,340 -
Other operating expenses 60,229 54,826 68,143
------------ ------------ ------------
Total non-interest expenses 869,989 703,044 680,209
------------ ------------ ------------
Income before income taxes 210,619 310,435 355,801
PROVISION FOR FEDERAL INCOME TAXES 63,145 113,198 125,604
------------ ------------ ------------
Net income $ 147,474 $ 197,237 $ 230,197
============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE>
First Federal Savings and Loan Association of Sistersville
STATEMENTS OF CHANGES IN EQUITY
<TABLE>
<CAPTION>
Net Unrealized
Gain (Loss)
on Securities
Retained Available for
Earnings Sale Total
---------------- ----------------- ----------------
<S> <C> <C> <C>
Balance, March 31, 1994 $ 3,835,367 $ - $ 3,835,367
Effect of adopting FAS No. 115 - 175,474 175,474
Net income for the year ended
March 31, 1995 230,197 - 230,197
Change in fair value of securities
available for sale - 36,029 36,029
---------------- ---------------- ---------------
Balance, March 31, 1995 4,065,564 211,503 4,277,067
Net income for the year ended
March 31, 1996 197,237 - 197,237
Change in fair value of securities
available for sale - 73,377 73,377
---------------- ---------------- ---------------
Balance, March 31, 1996 4,262,801 284,880 4,547,681
Net income for the year ended
March 31, 1997 147,474 - 147,474
Change in fair value of securities
available for sale - 108,159 108,159
---------------- ---------------- ---------------
Balance, March 31, 1997 $ 4,410,275 $ 393,039 $ 4,803,314
================ ================ ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-6-
<PAGE>
First Federal Savings and Loan Association of Sistersville
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended March 31,
-----------------------------------------
1997 1996 1995
------------ ----------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 147,474 $ 197,237 $ 230,197
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 39,802 26,491 18,404
Deferred federal income taxes (17,436) (20,004) 20,019
Provision for loan losses 7,733 6,800 27,900
Net amortization/accretion of investment
security premiums and discounts (2,962) (4,490) 1,511
Gain on sale of real estate owned (3,974) -- (4,114)
Loss on sale of investment securities -- 8,340 --
Accrued interest receivable (4,710) 40,315 (29,212)
Prepaid income taxes -- -- 35,388
Accrued federal income taxes (30,468) 2,607 26,330
Prepaid expenses and other assets (117,099) 10,387 (11,759)
Accrued interest payable on savings (2,041) 1,070 (1,098)
Other liabilities and accrued expenses (20,195) 25,038 (31,693)
----------- ----------- -----------
Net cash provided by (used in) operating activities (3,876) 293,791 281,873
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturity of U.S. Government obligations 400,000 2,800,000 1,200,000
Proceeds from available-for-sale securities -- 1,991,250 --
Purchase of Federal Home Loan Bank stock (20,300) (23,900) (28,000)
Purchase of U.S. Government obligations -- -- (1,984,688)
Principal payments on mortgage-backed loans 49,070 60,115 64,952
Net increase in loans (1,693,910) (2,359,243) (3,509,515)
Acquisition of office properties and equipment (2,626) (249,788) (63,289)
Disposition of real estate owned 32,620 -- 18,377
----------- ----------- -----------
Net cash provided by (used in) investing activities (1,235,146) 2,218,434 (4,302,163)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in customer deposit accounts 608,910 1,280,390 13,272
Net increase (decrease) in borrowed funds -- (1,685,000) 1,685,000
----------- ----------- -----------
Net cash provided by (used in) financing activities 608,910 (404,610) 1,698,272
----------- ----------- -----------
Increase (decrease) in cash and cash equivalents (630,112) 2,107,615 (2,322,018)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,424,571 316,956 2,638,974
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,794,459 $ 2,424,571 $ 316,956
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-7-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist the
reader in understanding and evaluating the financial statements of First
Federal Savings and Loan Association of Sistersville. The accounting and
reporting policies of the Association conform to generally accepted
accounting principles and to general practices within the savings and loan
industry. The following is a description of the more significant of those
policies.
Nature of Operations - First Federal Savings and Loan Association provides
savings and financing services primarily to individuals through its office
located in Sistersville, West Virginia. Primary deposit products consist of
savings, NOW and Money Market withdrawal accounts, and certificates of
deposit. Primary lending products consist of conventional mortgage,
construction, and consumer loans.
Subsidiary - In March, 1997, the Association's subsidiary, First Service
Corporation, ceased operations with assets consisting of $1,000 in cash
being transferred to the Association. The former subsidiary had no activity
for the years ended March 31, 1997, 1996, and 1995.
Investment Securities - Effective April 1, 1994, the Association adopted the
provisions of Statement of Financial Accounting Standards (FAS) No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." Under
FAS No. 115, investment securities in the portfolio are classified as either
available for sale or held to maturity. The Association does not currently
conduct short term purchase and sale transactions of investment securities
which would be classified as trading securities.
The initial determination of investments classified as available for sale
was based principally on the Association's asset/liability position and
potential liquidity needs. These securities are available for sale at any
time based upon management's assessment of changes in economic or financial
market conditions, interest rate or prepayment risks, liquidity
considerations, and other factors. Securities classified as available for
sale are carried at market value. The unrealized holding gains (losses), net
of taxes, related to securities classified as available for sale are
reflected as a component of equity.
All remaining securities in the investment portfolio are classified as held
to maturity. The Association purchases these securities with the intent and
the ability to hold until their maturity. Securities classified as held to
maturity are carried at cost, adjusted for amortization of premiums and
accretion of discounts.
Gains or losses on dispositions of investment securities are computed by
using the adjusted cost of the specific certificates sold. Securities gains
or losses are shown separately as non-interest income in the Statements of
Operations.
-8-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The accounting effect of adopting FAS No. 115 on April 1, 1994, was to
increase investments by $265,869 and increase shareholders equity by
$175,474 after the tax effect of $90,395.
In November, 1995, the Financial Accounting Standards Board issued
implementation guidance on FAS No. 115. In accordance with this guidance,
the Association reassessed the appropriateness of the classifications of all
securities. As a result, securities with an amortized cost of $3,497,099 and
unrealized loss of $29,062 were transferred from the held to maturity
category to the available for sale category in December, 1995.
Reclassification - Certain amounts for the year ended March 31, 1996 and
1995, have been reclassified to conform with the current period's
presentation.
Office Properties and Equipment - Land is carried at cost; buildings and
equipment are stated at cost, less accumulated depreciation. Maintenance,
repairs, and minor improvements are charged to operating expenses as
incurred. Major improvements and betterments are capitalized.
Depreciation is computed on the straight-line method for financial reporting
purposes over the following estimated useful lives:
Building and improvements 10 - 50 years
Furniture, fixtures and equipment 5 - 10 years
Real Estate Acquired in Settlement of Loans -Real estate acquired in
settlement of loans is classified separately on the statements of financial
condition at the lower of the recorded investment in the property or its
fair value minus estimated costs of sale.
Interest and Fees on Loans - Loans receivable are stated at their unpaid
principal balance, net of the allowance for losses on loans. Interest on
loans is credited to income as earned and is accrued only if it is
considered collectible. An allowance for uncollected interest on mortgage
loans is provided for all accrued interest on loans which are delinquent 90
days or more resulting in interest previously accrued on those loans being
reversed from income, and thereafter, interest is recognized only to the
extent of payments received. Loans are returned to accrual status when less
than 90 days delinquent and when, in management's judgment, collection is
probable.
Effective April 1, 1995, the Association adopted Statement of Financial
Accounting Standards No. 114, "Accounting by Creditors for Impairment of a
Loan" and Statement of Financial Accounting Standards No. 118, "Accounting
by Creditors for Impairment of a Loan-Income Recognition and Disclosures"
(FAS No. 114 and No. 118). Impaired loans as defined by FAS No. 114 and No.
118 exclude certain consumer loans and residential real estate loans. Loan
impairment is measured based on the present value of estimated cash flows
discounted at the loan's effective interest rate or at the fair value of
the collateral if the loan is collateral dependent. Since the adoption of
FAS No. 114 and No. 118, the Association had no loans which management has
determined to be impaired.
-9-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Loan origination and commitment fees and certain direct loan origination
costs are deferred, and the net amount amortized over the contractual lives
of the related loans or commitments as an adjustment of the related loan's
yield using the interest method.
Allowance for Loan Losses - The allowance for loan losses is maintained at a
level which, in management's judgment, is adequate to absorb credit losses
inherent in the loan portfolio. The amount of the allowance is based on
management's evaluation of the collectibility of the loan portfolio,
including the nature of the portfolio, credit concentrations, trends in
historical loss experience, specific impaired loans, and economic
conditions. Allowances for impaired loans are generally determined based on
collateral values or the present value of estimated cash flows. The
allowance is increased by a provision for loan losses, which is charged to
expense and reduced by charge-offs, net of recoveries. Changes in the
allowance relating to impaired loans are charged or credited to the
provision for loan losses. Because of uncertainties inherent to the
estimation process, management's estimate of credit losses inherent in the
loan portfolio and the related allowance may change in the near term.
Income Taxes - In February 1992, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes". FAS No. 109 requires a change from the deferred method of
accounting for income taxes of APB Opinion 11 to the asset and liability
method of accounting for income taxes. Under the asset and liability method
of FAS No. 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under
FAS No. 109, the effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the
enactment date.
Retirement Plan - The retirement plan is a noncontributory plan for all
eligible employees and is funded through the Financial Institutions
Retirement Fund. All past service costs have been funded and appropriately
expensed.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
-10-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 2 - STATEMENTS OF CASH FLOWS
For the purpose of these statements, cash equivalents include cash in other
banks and Federal Home Loan Bank demand accounts.
The Association made federal income tax payments for the years ended March
31, 1997, 1996, and 1995, of $99,000, $130,594, and $79,255, respectively.
The Association paid interest on deposits and Federal Home Loan Bank
advances for the years ended March 31, 1997, 1996, and 1995, of $981,578,
$975,666, and $841,644, respectively.
NOTE 3 - INVESTMENTS
The carrying amounts and fair values of the Association's investment
securities at March 31, 1997 and 1996, are summarized as follows:
<TABLE>
<CAPTION>
March 31, 1997
---------------------------------------------------------------
Gross Gross
Book Unrealized Unrealized Fair
Value Gains Losses Value
--------------- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Securities Available for Sale:
Federal Home Loan Bank Stock
(restricted) $ 203,300 $ - $ - $ 203,300
Federal Home Loan Mortgage
Corporation stock 22,231 627,671 - 649,902
U.S. Government and Federal
Agencies 1,498,588 - 32,157 1,466,431
-------------- ------------ ----------- -------------
Total Available for Sale 1,724,119 627,671 32,157 2,319,633
Securities to be Held to Maturity:
Mortgage-Backed Securities-GNMA 328,053 7,000 - 335,053
-------------- ------------ ----------- -------------
Total $ 2,052,172 $ 634,671 $ 32,157 $ 2,654,686
============== ============ =========== =============
</TABLE>
The gross realized losses were $-0- for March 31, 1997, $8,340 for March 31,
1996, and $-0- for March 31, 1995.
11
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3 - INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
March 31, 1996
--------------------------------------------------------------
Gross Gross
Book Unrealized Unrealized Fair
Value Gains Losses Value
-------------- ------------- ---------- ---------------
<S> <C> <C> <C> <C>
Securities Available for Sale:
Federal Home Loan Bank Stock
(restricted) $ 183,000 $ - $ - $ 183,000
Federal Home Loan Mortgage
Corporation Stock 22,231 460,228 - 482,459
U.S. Government and
Federal Agencies 1,497,724 - 28,594 1,469,130
-------------- ------------ ----------- --------------
Total Available for Sale 1,702,955 460,228 28,594 2,134,589
-------------- ------------ ----------- --------------
Securities to be Held to Maturity:
U.S. Government and
Federal Agencies 397,902 2,098 - 400,000
Mortgage-Backed Securities-GNMA 377,123 7,144 - 384,267
-------------- ------------ ----------- --------------
Total Held to Maturity 775,025 9,242 - 784,267
-------------- ------------ ----------- --------------
Total $ 2,477,980 $ 469,470 $ 28,594 $ 2,918,856
============== ============ =========== ==============
</TABLE>
The book value and fair value of investment securities at March 31, 1997
and 1996, by contractual maturity, are shown below. Expected maturities
will differ from contractual maturities because borrowers may have the
right to call or prepay obligations with of without call or prepayment
penalties.
<TABLE>
<CAPTION>
March 31, 1997
--------------------------------------------------------------
Securities to be Held Securities Available
to Maturity for Sale
--------------------------- --------------------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
-------------- ------------ -------------- ---------------
<S> <C> <C> <C> <C>
Due in one year or less $ - $ - $ - $ -
Due from one year
through five year - - 1,498,588 1,466,431
Due after five year
through ten years - - - -
Equity securities - - 225,531 853,202
Mortgage-backed securities -
GNMA 328,053 335,053 - -
------------ ------------ -------------- -------------
Total $ 328,053 $ 335,053 $ 1,724,119 $ 2,319,633
============ ============ ============== =============
</TABLE>
-12-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 3 - INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
March 31, 1996
----------------------------------------------------------------
Securities to Be Held Securities Available
to Maturity for Sale
------------------------------- --------------------------------
Amortized Fair Amortized Fair
Cost Value Cost Value
--------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
Due in one year or less $ 397,902 $ 400,000 $ - $ -
Due from one year
through five years - - 1,497,724 1,469,130
Due after five years
through ten years - - - -
Equity securities - - 205,231 665,459
Mortgage-backed securities -
GNMA 377,123 384,267 - -
------------ ------------- -------------- ---------------
Total $ 775,025 $ 784,267 $ 1,702,955 $ 2,134,589
============ ============= ============== ==============
</TABLE>
NOTE 4 - LOANS RECEIVABLE
Loans receivable are summarized as follows:
March 31,
--------------------------
1997 1996
----------- ------------
Mortgage Loans:
Construction $ 141,000 $ 358,800
1-4 family 21,036,190 19,132,196
Consumer Loans:
Automobiles 763,843 786,468
Savings account 296,186 404,904
Other 28,857 25,873
Commercial 27,008 36,633
----------- -----------
Total 22,293,084 20,744,874
Less:
Reserve for loan losses
on mortgage loans 131,400 126,750
Reserve for loan losses
on consumer loans 32,750 29,667
Undisbursed funds 322,670 466,980
Income deferred to future operations 81,395 82,785
----------- -----------
Loans receivable, net $21,724,869 $20,038,692
=========== ===========
-13-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 - LOANS RECEIVABLE (CONTINUED)
Activity in the allowance for loan losses is summarized as follows
<TABLE>
<CAPTION>
Year Ended
March 31,
-----------------------------------------
1997 1996 1995
------------ ----------- ------------
<S> <C> <C> <C>
Balance, beginning of period $ 156,417 $ 149,617 $ 120,470
Provision charged to income 7,733 6,800 27,900
Recoveries - - 1,247
------------ ------------ ------------
Balance, end of period $ 164,150 $ 156,417 $ 149,617
============ ============ ============
</TABLE>
NOTE 5 - OFFICE PROPERTIES AND EQUIPMENT
Office properties and equipment are summarized as follows:
<TABLE>
<CAPTION>
March 31,
--------------------------------
1997 1996
------------- -------------
<S> <C> <C>
Land $ 38,500 $ 38,500
Office buildings and improvements 406,233 406,233
Furniture, fixtures, and equipment 172,842 170,216
------------ ------------
Total 617,575 614,949
Less accumulated depreciation 254,037 214,235
------------ ------------
Net office properties and equipment $ 363,538 $ 400,714
============ ============
</TABLE>
Depreciation charged to operations was $39,802, $26,491, and $18,404 for the
years ended March 31, 1997, 1996, and 1995, respectively.
-14-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 - DEPOSITS ANALYSIS
The Association has savings accounts with interest rates ranging from 3.25%
to 7.30% at March 31, 1997 and 1996. Such deposits are summarized as
follows:
<TABLE>
<CAPTION>
Weighted March 31, 1997 March 31, 1996
Interest Paid Average ------------------------ -------------------------
Paid Rate Amount Percent Amount Percent
-------------- -------- -------------- ------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Savings - Passbook 4.00 % $ 8,619,721 39.7 $ 8,269,871 39.2
Christmas Clubs 3.50 34,098 .2 32,032 .2
NOW & MMDA accounts 3.46 2,912,286 13.4 2,699,712 12.8
3.01 to 4.00 - 0.0 29,795 .1
4.01 to 5.00 4.82 2,970,179 13.7 4,423,114 21.0
5.01 to 6.00 5.38 5,062,733 23.3 3,132,215 14.9
6.01 to 7.00 6.67 1,737,202 8.0 2,136,366 10.1
7.01 to 8.00 7.27 363,506 1.7 367,710 1.7
------------- ------- ------------ -----
Total $ 21,699,725 100.0 $ 21,090,815 100.0
============= ===== ============= =====
</TABLE>
The Association had jumbo certificates of deposit with a minimum
denomination of $100,000 in the amount of $402,589 at March 31, 1997 and
$300,000 at March 31, 1996. Deposits in excess of $100,000 are not federally
insured.
The deposit accounts mature as follows:
<TABLE>
<CAPTION>
March 31,
-----------------------------------
1997 1996
--------------- ---------------
<S> <C> <C>
Certificates of deposit:
One year $ 6,004,566 $ 5,570,724
One to two years 1,987,291 1,852,575
Two to three years 1,332,665 1,220,563
Three to four years 387,521 1,085,954
Four to five years 421,577 359,384
--------------- ---------------
10,133,620 10,089,200
Passbook, NOW, and
MMDA accounts 11,566,105 11,001,615
--------------- ---------------
Total $ 21,699,725 $ 21,090,815
=============== ===============
</TABLE>
-15-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 - DEPOSITS ANALYSIS (CONTINUED)
Interest expense by deposit category is as follows:
<TABLE>
<CAPTION>
Year Ended
March 31,
------------------------------------------
1997 1996 1995
------------- ------------ ------------
<S> <C> <C> <C>
Savings - passbook $ 338,216 $ 328,505 $ 407,584
NOW and money market 93,280 96,160 123,271
Time certificates of deposit 548,041 530,889 287,793
------------ ------------ ------------
Total $ 979,537 $ 955,554 $ 818,648
============ ============ ============
</TABLE>
NOTE 7 - REGULATORY MATTERS
The Association is subject to various regulatory capital requirements
administered by its primary federal regulator, the Office of Thrift
Supervision. Failure to meet the minimum regulatory capital requirements can
initiate certain mandatory, and possible additional discretionary actions by
regulators, that if undertaken, could have a direct material affect on the
Association's financial statements. Under the regulatory capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Association must meet specific capital guidelines involving quantitative
measures of the Association's assets, liabilities and certain
off-balance-sheet items as calculated under regulatory accounting practices.
The Association's capital amounts and classification under the prompt
corrective action guidelines are also subject to qualitative judgement by
the regulators about components, risk weighting, and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Association to maintain minimum amounts and ratios of tangible
capital, tangible equity, core capital (Tier 1), leverage capital, and
risk-based capital.
As of March 31, 1997, the most recent notification from the OTS categorized
the Association as "well capitalized" under the regulatory framework for
prompt corrective action. To be categorized as "well capitalized" the
Association must maintain minimum total risk-based, core (Tier 1), leverage,
and tangible ratios set forth in the table below. There are no conditions or
events since the notification that management believes have changed the
institution's category.
The Association's actual capital amounts and ratios are also presented in
the table. Risk-based capital includes tangible capital plus $160,000 of the
Association's allowance for loan losses.
<TABLE>
<CAPTION>
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
----------------- ----------------- -----------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
(In thousands) (In thousands) (In thousands)
As of March 31, 1997:
Total risk-based capital $ 4,570 35.8% $ 1,022 8.0% $ 1,277 10.0%
(To risk weighted assets)
Core (Tier 1) capital 4,410 34.5% 511 4.0% 766 6.0%
(To risk weighted assets)
Core (Tier 1) capital 4,410 16.7% 793 3.0% 1,321 5.0%
(To total assets)
Tangible capital 4,410 16.7% 396 1.5% Not Defined
(To total assets)
</TABLE>
-16-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 8 - FEDERAL INCOME TAX
The Association was permitted until 1996 a special bad debts deduction
limited generally to 8% of otherwise taxable income and subject to certain
limitations based on aggregate loans and savings account balances at the end
of the year. In 1996, the bad debt reserve method for Thrifts was repealed
and in the future bad debts for federal income taxes will be determined
based primarily on the experience method. If the amounts that qualify as
deductions for federal income tax purposes are later used for purposes other
than for bad debt losses, they will be subject to federal income tax at the
then corporate rate. Retained income at March 31, 1997 and 1996, included
approximately $696,000 for which federal income tax has not been provided.
The provisions for Federal income taxes consist of:
Year Ended
March 31,
--------------------------------------
1997 1996 1995
------------ ----------- ----------
Current $ 80,581 $ 133,202 $ 105,585
Deferred (17,436) (20,004) 20,019
----------- ----------- ----------
Total $ 63,145 $ 113,198 $ 125,604
=========== =========== ==========
The following temporary differences gave rise to the deferred tax (asset)
liability at:
<TABLE>
<CAPTION>
March 31,
-----------------------
1997 1996
---------- ----------
<S> <C> <C>
Deferred loan fees $ (27,674) $ (28,147)
Other income and expense recognized in the financial
statements on the accrual basis, but on the cash basis
for tax purposes 31,440 52,558
Bad debt reserve, net (13,260) (12,750)
Depreciation 12,654 14,515
Others 9,456 3,876
--------- ---------
12,616 30,052
Deferred tax liability arising from market
adjustments of securities available for sale 202,475 146,754
--------- ---------
Total deferred tax liability (asset) $ 215,091 $ 176,806
========= =========
</TABLE>
-17-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 8 - FEDERAL INCOME TAX (CONTINUED)
A reconciliation between the amount of reported income tax expense and the
amount computed by applying the Federal income tax rate to income before
income taxes is as follows:
March 31,
-------------------------------------
1997 1996 1995
--------- --------- ---------
Tax at statutory rate (34%) $ 71,610 $ 105,548 $ 120,972
Increase (decrease) in taxes
resulting from:
Nondeductible (nontaxable)
expenses and income (1,958) 2,312 9,486
Surtax exemption (6,507) (2,040) -
Others, net - 7,378 (4,854)
--------- --------- ---------
Total $ 63,145 $ 113,198 $ 125,604
========= ========= =========
Effective rate 30.0% 36.5% 35.3%
NOTE 9 - RETIREMENT PLAN
The Association participates in the multi-employer Financial Institutions
Retirement Fund covering all officers and employees. Because the plan is a
multi-employer plan, the data available from the administrator of the plan
is not sufficient to determine actuarial information applicable to the
Association. The plan is noncontributory and benefits are funded by the
Association's monthly contribution to the Trust Fund. All prior service
pension costs have been paid. Pension expense for the years ended March 31,
1997, 1996, and 1995, amounted to $9,150, $17,225, and $7,367, respectively.
NOTE 10 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
First Federal Savings and Loan Association of Sistersville is a party to
financial instruments with off-balance-sheet risk in the normal course of
business to meet the financing needs of its customers. These financial
instruments include commitments to extend credit. These instruments involve,
to varying degrees, elements of credit risk in excess of the amount
recognized in the consolidated statements of financial condition. The
contract amounts of these instruments reflect the extent of involvement the
institution has in particular classes of financial instruments. The
institution uses the same credit policies in making commitments and
conditional obligations as it does for on-balance-sheet instruments.
-18-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 10 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK (CONTINUED)
The following represents financial instruments whose contract amounts
represent credit risk at:
March 31,
-------------------
1997 1996
-------- --------
Commitments to originate loans $404,100 $291,000
Loans in process 322,670 466,980
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. The institution evaluates each
customer's creditworthiness on a case-by-case basis. The amount of
collateral obtained, if deemed necessary by the institution upon extension
of credit, is based on management's credit evaluation of the counterparty.
Collateral held consists primarily of single-family residences. Commitments
to originate loans at March 31, 1997, consisted of fixed rate mortgage loans
at rates raging from 7.75% to 8.25%.
Concentration of Credit Risk
First Federal Savings and Loan Association of Sistersville's real estate
loans and loan commitments are primarily for properties located throughout
Northern West Virginia. Repayment of these loans is in part dependent upon
the economic conditions in this region. First Federal Savings and Loan
Association of Sistersville evaluates each customer's creditworthiness on a
case-by-case basis. The Association requires collateral on all real estate
exposure which consists primarily of residential properties.
NOTE 11 - RELATED PARTY TRANSACTIONS
Directors and officers of the Association were customers of, and had other
transactions with, the Association in the ordinary course of business during
the years ended March 31, 1997 and 1996, and 1995.
Loans and commitments included in such transactions were made with
substantially the same terms and collateral as those prevailing at the time
for comparable transactions with other persons. Loans to directors and
officers did not involve more than the normal risk of collectibility, or
present other unfavorable features. The loans to directors and officers at
March 31, 1997, 1996 and 1995, were $72,305, $53,000, and $88,052,
respectively, in the aggregate amount.
-19-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 12 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used in estimating fair values of
financial instruments as disclosed herein:
Cash and Cash Equivalents: For those short-term instruments, the
carrying amount is a reasonable estimate of fair value.
Investment Securities and Securities Held for Sale: For debt securities
and marketable equity securities held for investment purposes and for
sale, fair values are based on quoted market prices or dealer quotes.
If a quoted market price is not available, fair value is estimated
using quoted market prices for similar securities.
Loans: For certain homogeneous categories of loans, such as some
residential mortgages, fair value is estimated using the quoted market
prices for securities backed by similar loans. The fair value of other
types of loans is estimated by discounting the future cash flows using
the current rates at which similar loans would be made to borrowers
with similar credit ratings and for the same remaining maturities.
Deposit Liabilities: The fair value of NOW accounts, savings accounts,
and certain money market deposits is the amount payable on demand at
the reporting date. The fair value of fixed-maturity certificates of
deposit is estimated using the rates currently offered for deposits of
similar remaining maturities.
The estimated fair values of the Association's financial instruments are as
follows:
<TABLE>
<CAPTION>
March 31, 1997 March 31, 1996
------------------------------- ------------------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Financial Assets:
Cash and cash equivalents $ 1,794,000 $ 1,794,000 $ 2,425,000 $ 2,425,000
Securities available for sale 2,320,000 2,320,000 2,135,000 2,135,000
Securities held to maturity 328,000 335,000 775,000 784,000
Loans, net 21,725,000 21,782,000 20,039,000 20,456,000
Financial Liabilities:
Deposits 21,700,000 21,584,000 21,091,000 21,064,000
</TABLE>
-20-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 13 - DEPOSIT INSURANCE
Saving Association Insurance Fund member institutions were assessed a
one-time deposit insurance premium to recapitalize the Fund. The assessment
totaled approximately $129,000 and was recorded during the year end March
31, 1997. The premium was based on deposits as of March 31, 1995 at .657 per
$100 of deposits. As a result of the assessment, the Association's deposit
insurance rate was reduced from $ .23 to $ .065 per $100 of deposits.
NOTE 14 - CONVERSION AND REORGANIZATION (UNAUDITED)
On December 5, 1996, the Board of Directors of the Association, subject to
regulatory approval, adopted the Plan of Conversion pursuant to which the
Association proposed to convert from a federally-chartered mutual savings
and loan to a federally-chartered stock savings institution and concurrently
form a Bank Holding Company. The conversion is expected to be accomplished
through amendment of the Association's federal charter and the sale of the
holding company's common stock in an amount equal to the pro forma market
value of the bank after giving effect of the conversion. A subscription
offering of the sale of the bank's common stock will be offered initially to
the bank's depositors, then to other members and directors, officers, and
employees of the bank. Any shares of the bank's common stock not sold in the
subscription offering will be offered for sale to the general public in the
bank's market area.
Conversion costs will be deferred and deducted from the proceeds of the
shares sold in the conversion. At March 31, 1997, the Association had
incurred approximately $127,000 in conversion costs. In the event that the
conversion is not completed, any deferred conversion costs will be charged
to operations.
In accordance with regulations, at the time that the bank converts from a
mutual savings Association to a stock savings institution, a portion of
retained earnings will be restricted by establishing a liquidation account.
The liquidation account will be maintained for the benefit of eligible
account holders who continue to maintain their accounts at the bank after
the conversion. The liquidation account will be reduced annually to the
extent that eligible account holders have reduced their qualifying deposits.
Subsequent increases will not restore an eligible account holder's interest
in the liquidation account. In the event of a complete liquidation of the
bank, each account holder will be entitled to receive a distribution from
the liquidation account in an amount proportionate to the current adjusted
qualifying balances of accounts then held. The bank may not pay dividends if
those dividends would reduce equity capital below the required liquidation
account amount.
-21-
<PAGE>
First Federal Savings and Loan Association of Sistersville
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
NOTE 15 - ADVANCES FROM FEDERAL HOME LOAN BANK
As of March 31, 1997, the Association had a Flexline line of credit with the
Federal Home Loan Bank of $1,874,000 of which there were no amounts
outstanding.
NOTE 16 - SUBSEQUENT EVENT
Effective May 14, 1997, the Association received regulatory approval to
proceed with its subscription offering of the sale of the holding company's
(Sistersville Bancorp, Inc.) common stock as outlined in Note 14. The
estimated proforma market value of the common stock at the inception of the
offering ranged from $5,100,000 to $6,900,000 ("Estimated Valuation Range").
The offering period expired at 12:00 p.m., Eastern Standard Time, on June
16, 1997, with subscriptions for shares totaling 661,428 shares at $10 per
share. On June 25, 1997, the conversion to a stock-savings institution was
closed and the holding company acquired all the outstanding shares of common
stock of the savings bank at a cost approximating $3.1 million which
represented one-half of the net proceeds from the offering. Conversion costs
incurred in connection with the offering and deducted from the proceeds of
the shares sold in the conversion approximated $419,000.
As part of the offering, the Association adopted an Employee Stock Ownership
Plan (ESOP). The ESOP purchased 52,914 shares (8%) of the common stock of
the holding company sold in the offering. The ESOP purchase was funded
through a loan from the holding company from the net proceeds retained by
the company. Shares of common stock held by the ESOP are expected to be
awarded to employees as compensation over a ten year period.
-22-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 as of July 29, 1997.
SISTERSVILLE BANCORP, INC.
By: /s/ Stanley M. Kiser
------------------------------------------
Stanley M. Kiser
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirement of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated as of July 29, 1997.
/s/ Stanley M. Kiser /s/ Lester C. Doak
- ------------------------------------------ --------------------------------
Stanley M. Kiser Lester C. Doak
President and Chief Executive Officer Chairman of the Board
(Principal Executive and Financial Officer)
/s/ Gary L. Ward /s/ Ellen E. Thistle
- ------------------------------------------ --------------------------------
Gary L. Ward Ellen E. Thistle
Director Assistant Secretary and Director
/s/ David W. Miller /s/ Dorsey R. Ash
- ------------------------------------------ ---------------------------------
David W. Miller Dorsey R. Ash
Vice President and Director Director
/s/ Charles P. LaRue /s/ Guy L. Nichols
- ------------------------------------------ ---------------------------------
Charles P. LaRue Guy L. Nichols
Director Director
/s/ Margaret A. Peters /s/ James E. Willison
- ------------------------------------------ ---------------------------------
Margaret A. Peters James E. Willison
Director Director
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 81
<INT-BEARING-DEPOSITS> 1,713
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,320
<INVESTMENTS-CARRYING> 328
<INVESTMENTS-MARKET> 335
<LOANS> 21,889
<ALLOWANCE> 164
<TOTAL-ASSETS> 26,817
<DEPOSITS> 21,700
<SHORT-TERM> 0
<LIABILITIES-OTHER> 314
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 4,803
<TOTAL-LIABILITIES-AND-EQUITY> 26,817
<INTEREST-LOAN> 1,805
<INTEREST-INVEST> 236
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 2,041
<INTEREST-DEPOSIT> 980
<INTEREST-EXPENSE> 980
<INTEREST-INCOME-NET> 1,061
<LOAN-LOSSES> 8
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 870
<INCOME-PRETAX> 211
<INCOME-PRE-EXTRAORDINARY> 147
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 147
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 4.15
<LOANS-NON> 80
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 156
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 164
<ALLOWANCE-DOMESTIC> 164
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
