U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
- --- of 1934
For the quarterly period ended March 31, 1998 .
-------------------------------
- --- Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
------------------- ----------------------
Commission file number 0-22553
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SECURITY BANCORP, INC.
- -----------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Tennessee 62-1682697
- ------------------------------------ --------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
306 West Main Street, McMinnville, TN 37110
- -----------------------------------------------------------------------------
Address of Principal Executive Offices
(931) 473-4483
- -----------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
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 past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
X Yes No
----- -----
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date:
436,425 shares outstanding on March 31, 1998
-------------------------------------------
Transitional Small Business Disclosure Format (check one):
Yes X No
----- -----
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Security Bancorp, Inc. and Subsidiary
McMinnville, Tennessee
INDEX
PART I. Page(s)
- -------
FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Balance Sheets - (Unaudited)
as of December 31, 1997 and March 31, 1998. . . . . . . . . . . . .3
Consolidated Statements of Income (Unaudited)
for the three month periods
ended March 31, 1997 and 1998 . . . . . . . . . . . . . . . . . . .4
Consolidated Statements of Stockholders' Equity (Unaudited) . . . . .5
Consolidated Statements of Cash Flows - (Unaudited)
for the three months ended March 31, 1997 and 1998. . . . . . . . .6
Notes to (Unaudited) Consolidated Financial Statements. . . . . . .7-9
Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . 9-13
PART II.
- --------
OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 14
Item 2. Changes in Securities and Use of Proceeds . . . . . . . . . 14
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . 14
Item 4. Submission of Matters to a Vote of Security Holders . . . . 14
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . 14
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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<PAGE>
ITEM 1. Financial Statements
Security Bancorp, Inc. and Subsidiary
Consolidated Balance Sheets
(Unaudited)
(in thousands except share information)
ASSETS December 31, March 31,
1997 1998
Cash & Noninterest Earning Deposits $ 1,896 $ 2,592
Investment Securities: held to maturity 2,455 2,811
Available for sale 1,379 1,433
Loans receivable, net 43,102 43,838
Real estate owned 5 6
Premises and equipment, net 1,103 1,100
Federal Home Loan Bank stock 550 560
Accrued interest receivable 363 414
Prepaid expenses and other assets 75 106
-------- --------
TOTAL ASSETS $ 50,928 $ 52,860
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 37,061 $ 38,886
FHLB Borrowings 6,500 6,500
Advances from Borrowers for property taxes
& insurance 59 132
Accrued interest payable 32 42
Accrued expenses and other liabilities 172 58
Federal income taxes payable 369 309
-------- --------
Total Liabilities 44,193 45,927
STOCKHOLDERS' EQUITY
Common stock (436,425 shares, $.01 par value) 4 4
Paid-in capital 4,076 4,084
Retained earnings 2,763 2,914
Unrealized gain on securities available for sale,
net of income taxes 230 263
Employee Stock Ownership Plan (ESOP) borrowing (338) (332)
-------- --------
Total stockholders' equity 6,735 6,933
-------- --------
Total Liabilities and stockholders' equity $ 50,928 $ 52,860
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
3
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<PAGE>
Security Bancorp, Inc. and Subsidiary
Consolidated Statements of Income
(Unaudited)
(in thousands, except per share information)
For Three Months Ended March 31,
1997 1998
INTEREST INCOME:
Loans $ 823 $ 992
Investments 67 58
Interest earning deposits 2 6
----- -----
Total interest income 892 1,056
INTEREST EXPENSE:
Deposits 422 436
Advances 100 111
----- -----
Interest Expense 522 547
Provision for loan losses 15 15
----- -----
Net interest income after
provision for loan losses 355 494
NON-INTEREST INCOME:
Other 63 128
----- -----
Total non-interest income 63 128
NON-INTEREST EXPENSES
Compensation 120 139
Other employee benefits 35 51
Net occupancy expense 66 85
Deposit insurance premiums 6 6
Data processing 29 39
Other 38 54
----- -----
Total non-interest expenses 294 374
Income before
income taxes 124 248
Income tax expense 40 97
----- -----
Net income 84 151
Other comprehensive income, net
of tax: (See Note 4)
Unrealized gains on securities:
Unrealized holding gains
(losses) arising during
the period, before tax
($20) for 1997 and $53
for 1998 (12) 33
----- -----
Comprehensive income $ 72 $ 184
===== =====
Weighted average common
equivalent share outstanding:
(See Note 3) N/A 403,257
Basic earnings per share N/A $ .37
The accompanying notes are an integral part of these consolidated financial
statements.
4
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Security Bancorp, Inc. and Subsidiary
Consolidated Statements of Stockholders' Equity
(Unaudited)
(in thousands, except share information)
Unrealized
Common Paid-in Retained Gain on ESOP
Stock Capital Earnings Securities Borrowing Total
Balance at 12/31/97 $ 4 $ 4,076 $ 2,763 $ 230 $ (338) $6,735
Net income - - 151 - - 151
Unrealized gain on
securities available
for sale, net of
income taxes - - - 33 - 33
ESOP shares earned - 8 - - 6 14
------ ------ ------ ------ ----- ------
Balance at 3/31/98 $ 4 $4,084 $2,914 $ 263 $(332) $6,933
====== ====== ====== ====== ===== ======
The accompanying notes are an integral part of these consolidated
financial statements.
5
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Security Bancorp. Inc. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Three Months Ended March 31,
1997 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 84 $ 151
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 13 19
Dividend on FHLB stock (9) (10)
(Gain) loss on sale of investments - -
Provision for loan losses 15 15
(Increase) decrease in interest receivable (27) (51)
(Increase) decrease in other assets (96) (39)
Increase (decrease) in accrued liabilities (59) (61)
Increase (decrease) in income taxes payable 32 (136)
Increase (decrease) in deferred taxes payable (8) 49
Sale of mortgage loans held for sale 1,051 3,536
Originations of mortgage loans held for sale (1,051) (3,825)
Total adjustments (139) (503)
------- -------
Net cash provided by operating activities (55) (352)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan originations net of principal payments (2,109) (483)
Loans purchased - -
Purchase of:
Available for sale - investment securities - -
Held to maturity - investment securities - (493)
Proceeds from sale of:
Available for sale - investment securities - -
Available for sale - mortgage-backed securities - -
Proceeds from maturities and repayments of:
Held to maturity investment securities - -
Held to maturity mortgage-backed securities 43 141
Cash payments for the purchase of property (106) (15)
Proceeds from sale of foreclosed real estate - -
------- -------
Net cash provided (used) by investing activities (2,172) (850)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposit accounts 312 1,825
Proceeds from FHLB advances 1,650 -
Net increase (decrease) in escrow accounts 71 73
Net proceeds from issuance of capital stock - -
------- -------
Net cash provided (used) by financing activities 2,033 1,898
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (194) 696
CASH AND EQUIVALENTS, BEGINNING OF YEAR 1,098 1,896
------- -------
CASH AND EQUIVALENTS, END OF PERIOD $ 904 $ 2,592
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest expense $ 522 $ 547
Income taxes $ 0 $ 157
The accompanying notes are an integral part of these consolidated financial
statements.
6
PAGE
<PAGE>
Security Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements
(Unaudited)
1. SECURITY BANCORP, INC.
Security Bancorp, Inc. (the "Company"), a Tennessee corporation, is the
savings and loan holding company for Security Federal Savings Bank of
McMinnville, TN (the "Savings Bank"). The Savings Bank converted from a
federally chartered mutual savings bank to a federally chartered stock savings
bank effective June 30, 1997 (the "Conversion").
The consolidated financial statements included herein are for the Company and
the Savings Bank.
2. BASIS OF PREPARATION
The accompanying unaudited consolidated financial statements were prepared in
accordance with instructions for Form 10-QSB and, therefore, do not include
all disclosures necessary for a complete presentation of the consolidated
balance sheets, consolidated statements of income, consolidated statements of
stockholders' equity, and consolidated statements of cash flows in conformity
with generally accepted accounting principles. However, all adjustments which
are, in the opinion of management, necessary for the fair presentation of the
interim financial statements have been included. All such adjustments are of
a normal recurring nature. The statements of income for the three month
period ended March 31, 1998 are not necessarily indicative of the results
which may be expected for the entire year.
The unaudited consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and notes thereto for the
Company for the year ended December 31, 1997.
3. EARNINGS PER SHARE
Earnings per share has been computed for the three months ended March 31, 1998
based upon weighted average common shares outstanding of 403,257. Earnings
per share for the three months ended March 31, 1997 is not presented as there
was no common stock issued or outstanding.
Statement of Financial Accounting Standards No. 128, Earnings Per share,
established new standards for computing and presenting earnings per share.
The standard is effective for annual and interim periods ending after December
15, 1997. This standard had no impact on the computation of the Company's
earnings per share upon adoption.
4. STOCKHOLDERS' EQUITY
During the period, the Company adopted FASB Statement no. 130, Reporting
Comprehensive Income. Statement no. 130 requires the reporting of
comprehensive income in addition to net income from operations. Comprehensive
income is a more inclusive financial reporting methodology that includes
disclosure of certain financial information that historically has not been
recognized in the calculation of net income.
7
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The ability of the Company to pay dividends depends primarily on the ability
of the Savings Bank to pay dividends to the Company. The Savings Bank may not
declare or pay a cash dividend if the effect thereof would cause its net worth
to be reduced below either the amounts required for the liquidation account
discussed below or the regulatory capital requirements imposed by federal and
state regulations.
As required by the regulations of the Office of Thrift Supervision (OTS), at
the time of Conversion, the Savings Bank established a liquidation account in
an amount equal to its retained earnings as reflected in the latest balance
sheet used in the final conversion prospectus. The liquidation account is
maintained for the benefit of eligible account holders who continue to
maintain their deposit accounts in the Savings Bank after conversion. In the
event of a complete liquidation of the Savings Bank (and only in such an
event), eligible depositors who continue to maintain accounts shall be
entitled to receive a distribution from the liquidation account before any
liquidation may be made with respect to the Company's common stock.
5. EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
As part of the Conversion discussed in Note 4, the Savings Bank established an
Employee Stock Ownership Plan (ESOP) for the benefit of all employees who have
attained the age of 21 and have been credited with at least 1000 hours of
service during a 12-month period. The ESOP borrowed approximately $349,000
from the Company and used the funds to purchase 34,914 shares of common stock
of the Company issued in the Conversion. The loan will be repaid principally
from the Company's discretionary contributions to the ESOP over a period of 10
years. On March 31, 1998, the loan had an outstanding balance of
approximately $332,000 and an interest rate of 8.50%. The loan obligation of
the ESOP is considered unearned compensation and, as such, recorded as a
reduction of the Company's stockholders' equity. Both the loan obligation and
the unearned compensation are reduced by an amount of the loan repayments made
by the ESOP. Shares purchased with the loan proceeds are held in a suspense
account for allocation among participants as the loan is repaid.
Contributions to the ESOP and shares released from the suspense account are
allocated among participants on the basis of compensation in the year of
allocation. Benefits become fully vested at the end of six years of service
under the terms of the ESOP Plan. Benefits may be payable upon retirement,
death, disability, or separation from service.
Since the Company's annual contributions are discretionary, benefits payable
under the ESOP cannot be estimated. Compensation expenses are recognized to
the extent of the fair value of shares committed to be released. For the
three months ending March 31, 1998, compensation expense was approximately
$14,000. Compensation is recognized at the average fair value of the ratably
released shares during the accounting period as the employees performed
services. At March 31, 1998, the ESOP had 1,746 allocated shares and 33,168
unallocated shares.
8
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The ESOP administrators will determine whether dividends on allocated and
unallocated shares will be used for debt service. Any allocated dividends
used will be replaced with common stock of equal value. For the purpose of
computing earnings per share, all ESOP shares committed to be released have
been considered outstanding.
6. ASSET QUALITY
At March 31, 1998, the Company had total nonperforming loans (i.e., loans
which are contractually past due 90 days or more) of approximately $50,000.
The Company had $6,000 of real estate acquired through foreclosure as of March
31, 1998. As a percentage of net loans receivable at March 31, 1998,
nonperforming loans was .1%. Total nonperforming assets as a percentage of
total assets at March 31, 1998 was .1%.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
The following discussion and analysis is intended to assist in understanding
the consolidated financial condition and the consolidated results of
operations of the Company. References to the "Company" include Security
Bancorp, Inc. and/or Security Federal Savings Bank of McMinnville, TN, as
appropriate.
Comparison of Financial Condition at December 31, 1997
and March 31, 1998
The Company's total consolidated assets increased by approximately $2.0
million or 3.8%, from $50.9 million at December 31, 1997 to $52.9 million at
March 31, 1998. The increase in assets for the period was primarily
attributable to an increase in loans receivable and an increase in investment
securities.
Loans receivable, net, were $43.8 million at March 31, 1998 compared to $43.1
million at December 31, 1997, a 1.7% increase. This increase was primarily
attributable to an increase in first mortgage residential loans of $300,000
and an increase in commercial loans of $400,000. The largest loan originated
during this period was a commercial line of credit loan for $500,000 at 8.5%
fixed for one year.
Deposits increased $1.8 million or 4.9%, from $37.1 million at December 31,
1997 to $38.9 million at March 31, 1998. The increase in deposits was
primarily attributable to an increase in certificates of deposit and
commercial checking accounts.
9
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<PAGE>
Comparison of Results of Operations for the Three Months
Ended March 31, 1997 and 1998.
Net Income. Net income for the three months ended March 31, 1998 was $151,000
compared to $84,000 for the same quarter last year. The increase resulted
from an increase in net interest income and non- interest income, offset to a
lesser degree by an increase in other expenses. The return on average assets
was 1.16% for the three months ended March 31, 1998.
Net Interest Income. Net interest income increased $139,000 or 39.2% from
$355,000 for the three months ended March 31, 1997 to $494,000 for the three
months ended March 31, 1998. The interest rate spread increased from 3.37%
for three months ending March 31, 1997 to 3.73% for the three months ending
March 31, 1998 as a result of the weighted average yield on the loan portfolio
increasing while the weighted average rate of deposits and borrowings
declining for the period a year ago.
Total interest income increased $164,000 from $892,000 for the three months
ended March 31, 1997 to $1.1 million for the three months ended March 31,
1998. Interest on loans increased $169,000 or 20.5% as a result of a $5.7
million increase in average loans outstanding substantially in non-residential
mortgage loans and commercial business loans.
Interest expense increased $25,000 from $522,000 for the three months ended
March 31, 1997 to $547,000 for the three months ended March 31, 1998. The
increase for the three months ending March 31, 1998 was the result of an
increase in the average balance of deposits which were used to fund loan
demand.
Provision for Loan Losses. Provisions for loan losses are charges to earnings
to bring the total allowance for loan losses to a level considered adequate by
management to provide for estimated loan losses based on management's
evaluation of the collectability of the loan portfolio, including past loan
loss experience, adverse situations that may affect the borrower's ability to
repay, the estimated value of any underlying collateral, and current economic
conditions. The provision for loan losses for each of the three month
periods ended March 31, 1997 and 1998 was $15,000. Historically, management
has emphasized the Company's loss experience over other factors in
establishing provisions for loan losses. Management deemed the allowance for
loan losses adequate at March 31, 1998.
Noninterest Income. Noninterest income increased 103.2% to $128,000 for the
three months ended March 31, 1998 from $63,000 for the three months ended
March 31, 1997. This increase is primarily due to gains from the sale of
residential loans increasing $54,000 in the first quarter of 1998 due to
selling $2.5 million more residential loans in the first quarter of 1998
compared to the same quarter for 1997. Additionally, noninterest income
increased as a result of increased mortgage servicing income on loans sold and
increased service charges on deposit accounts.
10
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Noninterest Expense. Noninterest expenses increased 27.2% to $374,000 for the
three months ended March 31, 1998 from $294,000 for the three months ended
March 31, 1997. Compensation and benefits increased to $190,000 for the three
months ended March 31, 1998 from $155,000 for the three months ended March 31,
1997 as a result of hiring additional personnel for the new branch office that
opened on March 6, 1997 and the costs associated with the Employee Stock
Ownership Plan. Occupancy and equipment expense increased to $85,000 for the
three months ended March 31, 1998 from $66,000 for the same three months a
year earlier as a result of increased depreciation expense. Data processing
and other expenses increased to $93,000 for the three months ended March 31,
1998 from $67,000 for the three months ended March 31, 1997 primarily as a
result of increased service bureau expense for the new branch office and the
cost associated with being a public company.
Income Taxes. Income tax expense for the three months ending March 31, 1998
was $97,000 compared to $40,000 for the three months ending March 31, 1997.
This increase was the result of pre-tax income increasing by $124,000 for the
three months ending March 31, 1998.
Liquidity and Capital Resources. The Company's primary sources of funds are
deposits and proceeds from principal and interest payments on loans. While
maturities and scheduled amortization of loans are a predictable source of
funds, deposit flows and mortgage prepayments are greatly influenced by
general interest rates, economic conditions and competition. The Company's
primary investing activity is loan originations. The Company maintains
liquidity levels adequate to fund loan commitments, investment opportunities,
deposit withdrawals and other financial commitments. At March 31, 1998, the
Savings Bank's liquidity ratio was 10.3% (required ratio at that date was 4%
pursuant to OTS regulations). At March 31, 1998, there were no material
commitments for capital expenditures and the Company had unfunded loan
commitments of approximately $3.0 million and unfunded letters of credit of
$521,000. At March 31, 1998, management had no knowledge of any trends,
events or uncertainties that will have or are reasonably likely to have
material effects on the liquidity, capital resources or operations of the
Company. Further at March 31, 1998, management was not aware of any current
recommendations by the regulatory authorities which, if implemented, would
have such an effect.
The Savings Bank exceeded all of its capital requirements at March 31, 1998.
The Savings Bank had the following capital ratios at March 31, 31, 1998:
11
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Security Federal Savings Bank
(Unaudited)
As of March 31, 1998 Actual For Capital Categorized as
Adequacy Purposes "Well Capitalized"
Amount Ratio Amount Ratio Amount Ratio
Total Capital
(to risk weighted
assets) $ 6,616 18.25% $ 2,900 8.00% $ 3,625 10.00%
Tier I Capital
(to risk weighted
assets) 6,261 17.27% 1,450 4.00% 2,175 6.00%
Tier 1 Capital
(to adjusted total
assets) 6,261 11.90% 1,578 3.00% 2,630 5.00%
Tangible Capital
(to tangible
assets) 6,261 11.90% 789 1.50% N/A -
As categorized under the OTS Prompt Corrective Action Provisions.
12
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<PAGE>
The Year 2000 Issue. As the Year 2000 approaches, a significant undertaking
for all financial institutions exists in addressing the impact this event will
have on information systems and overall operations as the consequences for
noncompliance would be significant. The Bank has developed a plan to analyze
how the Year 2000 will impact its operations and related vendors given the
service bureau environment that the Bank operates. The Bank will continue to
monitor its status as well as its service providers' status in their efforts
to become Year 2000 compliant. Given the service bureau environment under
which the Bank operates, management does not believe the internal costs to
address the Year 2000 issue will have a material impact on future operations
other than the impact such event will have on the cost of services provided by
its vendors which is unknown at this time.
13
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<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
From time to time, the Company and any subsidiaries may be a party to various
legal proceedings incident to its or their business. At March 31, 1998, there
were no legal proceedings to which the Company or any subsidiary was a party,
or to which of any of their property was subject, which were expected my
management to result in a material loss.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
Exhibits
--------
3.1 Charter of Security Bancorp, Inc.*
3.2 Bylaws of Security Bancorp, Inc.*
10.1 Employment Agreement with Joe H. Pugh**
10.2 Severance Agreement with John W. Duncan**
10.3 Severance Agreement with Ray Talbert**
10.4 Security Federal Savings Bank of McMinnville, TN
401(k) Plan*
10.5 Security Federal Savings Bank of McMinnville, TN
Employee Stock Ownership Plan***
10.6 Security Bancorp, Inc. Management Recognition and
Development Plan****
10.7 Security Bancorp, Inc. 1998 Stock Option Plan****
27 Financial Data Schedule
No reports on Form 8-K were filed during the quarter ended
March 31, 1998.
---------------------
* Incorporated by reference to Registrant's Registration
Statement on Form SB-2, as amended (File No. 333-6670)
** Incorporated by reference to Registrant's Form 10-QSB for
the quarter ended June 30, 1997.
*** Incorporated by reference to Registrant's Form 10-KSB for
the year ended December 31, 1997.
**** Incorporated by reference to Registrant's Annual Meeting
Proxy Statement dated March 16, 1998.
14
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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.
Security Bancorp, Inc.
Date: May 13, 1998 By /s/ Joe H. Pugh
--------------------------------------
Joe H. Pugh
President and Chief Executive Officer
Security Bancorp, Inc.
Date: May 13, 1998 By /s/ John W. Duncan
--------------------------------------
John W. Duncan
Chief Financial Officer
15
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1998
<CASH> 2592
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1433
<INVESTMENTS-CARRYING> 2811
<INVESTMENTS-MARKET> 2823
<LOANS> 43838
<ALLOWANCE> 356
<TOTAL-ASSETS> 52860
<DEPOSITS> 38886
<SHORT-TERM> 2000
<LIABILITIES-OTHER> 541
<LONG-TERM> 4500
0
0
<COMMON> 4
<OTHER-SE> 6929
<TOTAL-LIABILITIES-AND-EQUITY> 52860
<INTEREST-LOAN> 992
<INTEREST-INVEST> 58
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<INTEREST-TOTAL> 1056
<INTEREST-DEPOSIT> 436
<INTEREST-EXPENSE> 547
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<LOAN-LOSSES> 15
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<EXPENSE-OTHER> 374
<INCOME-PRETAX> 248
<INCOME-PRE-EXTRAORDINARY> 248
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 151
<EPS-PRIMARY> .37
<EPS-DILUTED> .37
<YIELD-ACTUAL> 8.60
<LOANS-NON> 23
<LOANS-PAST> 27
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 339
<CHARGE-OFFS> 0
<RECOVERIES> 2
<ALLOWANCE-CLOSE> 356
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 356
</TABLE>
