FORM 10-QSB
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: MARCH 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from to ___________.
Commission file number: 333-32245
Heartland Bancshares, Inc.
(Exact name of small business issuer as specified in its charter)
Indiana 35-2017085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Indentification Number)
420 North Morton Street, P.O. Box 469, Franklin, Indiana 46131
(Address of principal executive offices)
(317)738-3915
(Registrant's telephone number)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
As of April 23, 1998, the latest practicable date, 1,265,000 shares of the
Registrant's Common Stock with $0 par value were issued and outstanding.
Transitional Small Business Disclosure Format Yes No X
<PAGE>2
HEARTLAND BANCSHARES, INC.
FORM 10-QSB
Franklin, Indiana
March 31, 1998
INDEX
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS..........................................
CONSOLIDATED STATEMENTS OF INCOME....................................
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S DEFICIT..........
CONSOLIDATED STATEMENTS OF CASH FLOWS................................
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...........................
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS...................................................
PART II - OTHER INFORMATION...............................................
SIGNATURES................................................................
EXHIBITS..................................................................
<PAGE>3
HEARTLAND BANCSHARES, INC.
FORM 10-QSB
- --------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
<S> <C> <C>
ASSETS
Cash and due from banks $ 952 $ 1,140
Federal Funds Sold 1,950 -
Securities available-for-sale, at market 7,579 8,012
Loans 12,583 3,958
Less: Allowance for loan losses (189) (46)
---------------- ---------------
Loans, net 12,394 3,912
Premises, furniture and equipment, net 1,517 1,207
Accrued interest receivable and other assets 353 248
---------------- ---------------
Total assets $ 24,745 $ 14,519
================ ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Noninterest-bearing deposits $ 774 $ 988
Interest-bearing demand and savings deposits 3,182 603
Interest-bearing time deposits 9,423 488
---------------- ---------------
Total deposits 13,379 2,079
Short-term borrowings - 800
Accrued interest payable and other liabilities 120 136
---------------- ---------------
Total liabilities 13,499 3,015
Shareholders' equity
Common stock, no par value: 10,000,000 shares
authorized; 1,265,000 shares issued; and outstanding 1,265 1,265
Additional paid-in capital 10,466 10,466
Retained deficit (524) (240)
Unrealized gain on securities available-for-sale 39 13
---------------- ---------------
Total shareholders' equity 11,246 11,504
---------------- ---------------
Total liabilities and shareholders' equity $ 24,745 $ 14,519
================ ===============
</TABLE>
<PAGE>4
CONSOLIDATED STATEMENTS OF INCOME
For the period from May 27, 1997 (date of inception)
to December 31, 1997
and for the three months ended March 31, 1998
(Dollar amounts in thousands, except per share data)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months May 27, 1997
Ended (date of inception)
March 31, 1998 to December 31, 1997
-------------- --------------------
<S> <C> <C>
Interest income
Loans $ 184 $ 21
Taxable securities 113 101
Other 13 40
------------- -------------
Total interest income 310 162
Interest expense
Deposits 81 1
Short-term borrowings 2 11
------------- -------------
Total interest expense 83 12
------------- -------------
Net interest income 227 150
Provision for loan losses 143 46
------------- -------------
Net interest income after provision for loan losses 83 104
Noninterest income
Service charges and fees 47 3
Noninterest expense
Salaries and employee benefits 235 195
Occupancy and equipment expenses, net 36 27
Data processing expense 29 31
Printing and supplies 25 19
Advertising 22 17
Professional fees 22 7
Other operating expenses 45 51
------------- -------------
Total noninterest expense 414 347
------------- -------------
Income before income taxes (284) (240)
Income taxes - -
------------- -------------
Net loss $ (284) $ (240)
============== ==============
Basic and diluted earnings per share $ (.22) $ (.19)
============== ==============
Comprehensive income (Note 1) $ (258) $ (227)
============= =============
</TABLE>
<PAGE>5
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the period from May 27, 1997 (date of inception)
to December 31, 1997
and for the three months ended March 31, 1998
(Dollar amounts in thousands, except share and per share data)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Unrealized
Gain
Additional on Securities Total
Common Paid-in Retained Available- Shareholders'
Stock Capital Earnings for-Sale Equity
<S> <C> <C> <C> <C> <C>
Balance at inception,
(May 27, 1997) $ - $ - $ - $ - $ -
Issuance of common stock
1,265,000 shares 1,265 11,385 - - 12,650
Underwriter's discount
On issuance of common
stock - (816) - - (816)
Costs associated with
issuance of common
stock - (103) - - (103)
Net loss for 1997 (240) (240)
Change in unrealized
gain on securities
available-for-sale 13 13
----------- ----------- ----------- ----------- -----------
13 13
Balance
December 31, 1997 1,265 10,466 (240) 13 11,504
Net loss three months
ended March 31, 1998 - - (284) - (284)
Change in unrealized
gain on securities
available-for-sale 26 26
----------- ----------- ----------- ----------- -----------
13 13
Balance
March 31, 1998 $ 1,265 $ 10,466 $ (524) $ 39 $ 11,246
=========== =========== ============ =========== ===========
</TABLE>
<PAGE>6
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the period from May 27, 1997 (date of inception) to
December 31, 1997
and for the three months ended March 31, 1998
(Dollar amounts in thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months May 27, 1997
Ended (date of inception)
March 31, 1998 to December 31, 1997
<S> <C> <C>
Cash flows from operating activities
Net loss $ (284) $ (240)
Adjustments to reconcile net loss to net cash
from operating activities
Depreciation 12 5
Provision for loan losses 143 46
Change in assets and liabilities:
Accrued interest receivable and other assets (105) (248)
Accrued interest payable and other liabilities (16) 136
----------- -----------
Net cash from operating activities (250) (301)
Cash flows from investing activities
Net change in federal funds sold (1,950) -
Purchase of securities available-for-sale (541) (7,999)
Maturity of securities available-for-sale 1,000 -
Loans made to customers, net of payments collected (8,625) (3,958)
Property and equipment expenditures (322) (1,212)
------------ ------------
Net cash from investing activities (10,438) (13,169)
Cash flows from financing activities
Net change in deposit accounts 11,300 2,079
Net change in short-term borrowings (800) 800
Proceeds from issuance of common stock - 11,731
----------- -----------
Net cash from financing activities 10,500 14,610
-----------
Net change in cash and cash equivalents (188) 1,140
Cash and cash equivalents at beginning of year 1,140 -
----------- -----------
Cash and cash equivalents at end of year $ 952 $ 1,140
=========== ===========
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 52 $ 11
Income taxes - -
</TABLE>
<PAGE>7
HEARTLAND BANCSHARES, INC.
FORM 10-QSB
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1998
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business: The consolidated financial statements include the
accounts of Heartland Bancshares, Inc. (Corporation) and its wholly-owned
subsidiary, Heartland Community Bank (Bank), after elimination of significant
intercompany transactions and accounts. The Bank commenced operation December
17, 1997.
The Corporation operates primarily in the banking industry, which accounts for
more than 90% of its revenues, operating income and assets. The Bank is engaged
in the business of commercial and retail banking, with operations conducted
through its main office located in Franklin, Indiana. The Bank opened an
additional branch location in Greenwood, Indiana in January 1998. The majority
of the Bank's income will be derived from commercial and retail business lending
activities and investments. The majority of the Bank's loans are secured by
specific items of collateral including business assets, real property and
consumer assets.
Use of Estimates: To prepare financial statements in conformity with generally
accepted accounting principles, management makes estimates and assumptions based
on available information. These estimates and assumptions affect the amounts
reported in the financial statements and the disclosures provided, and future
results could differ. The allowance for loan losses, the fair values of
financial statements, and status of contingencies are particularly subject to
change.
Securities: Securities are classified as held to maturity and carried at
amortized cost when management has the positive intent and ability to hold them
to maturity. Securities are classified as available for sale when they might be
sold before maturity. Securities available for sale are carried at fair value,
with unrealized holding gains and losses reported separately in shareholders'
equity, net of tax. Securities are written down to fair value when a decline in
fair value is not temporary. Interest and dividend income, adjusted by
amortization of purchase premium or discount, is included in earnings. The Bank
had no held to maturity securities at December 31, 1997 or March 31, 1998.
Loans: Loans are reported at the principal balance outstanding, net of unearned
interest, deferred loan fees and costs, and an allowance for loan losses.
Interest income is reported on the interest method and includes amortization of
net deferred loan fees and costs over the loan term.
Interest income is not reported when full loan repayment is in doubt, typically
when payments are past due over 90 days (180 days for residential mortgages).
Payments received on such loans are reported as principal reductions.
Allowance for Loan Losses: The allowance for loan losses is a valuation
allowance, increased by the provision for loan losses and decreased by
charge-offs less recoveries. Management estimates the allowance balance required
based on past loan loss experience, known and inherent risks in the portfolio,
information about specific borrower situations and estimated collateral values,
economic conditions, and other factors. Allocations of the allowance may be made
for specific loans, but the entire allowance is available for any loan that, in
management's judgment, should be charged-off.
<PAGE>8
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loan impairment is reported when full payment under the loan terms is not
expected. Impairment is evaluated in total for smaller-balance loans of similar
nature such as residential mortgage, consumer and credit card loans, and on an
individual loan basis for other loans. If a loan is impaired, a portion of the
allowance is allocated so that the loan is reported, net, at the present value
of estimated future cash flows using the loan's existing rate or at the fair
value of collateral if repayment is expected solely from the collateral. Loans
are evaluated for impairment when payments are delayed, typically 90 days or
more, or when it is probable that all principal and interest amounts will not be
collected according to the original terms of the loan.
Premises, Furniture and Equipment: Premises, furniture and equipment are stated
at cost less accumulated depreciation. Depreciation expense is recognized over
the estimated useful lives of the assets, principally on the straight-line
method. These assets are reviewed for impairment when events indicate the
carrying amount may not be recoverable. Maintenance and repairs are expensed and
major improvements are capitalized.
Intangibles: Organizational costs are amortized on the straight-line method over
5 years and are included in other assets. Intangibles are assessed for
impairment based on estimated undiscounted cash flows, and written down if
necessary.
Stock Compensation: Expense for employee compensation under stock option plans
is based on Accounting Principles Board Opinion 25, with expense reported only
if options are granted below market price at grant date. Pro forma disclosures
of net income and earnings per share are provided as if the fair value method of
Financial Accounting Standard No. 123 were used for stock-based compensation.
Income Taxes: Income tax expense is the sum of the current year income tax due
or refundable and the change in deferred tax assets and liabilities. Deferred
tax assets and liabilities are the expected future tax consequences of temporary
differences between the carrying amounts and tax bases of assets and
liabilities, computed using enacted tax rates. A valuation allowance, if needed,
reduces deferred tax assets to the amount expected to be realized.
Statement of Cash Flows: Cash and cash equivalents are defined to include cash
on hand, amounts due from banks, and federal funds sold. The Corporation reports
net cash flows for customer loan transactions, deposit transactions, and
short-term borrowings.
Fair Values of Financial Instruments: Fair values of financial instruments are
estimated using relevant market information and other assumptions, as more fully
disclosed separately. Fair value estimates involve uncertainties and matters of
significant judgment regarding interest rates, credit risk, prepayments, and
other factors, especially in the absence of broad markets for particular items.
Changes in assumptions or in market conditions could significantly affect the
estimates. The fair value estimates of existing on- and off-balance sheet
financial instruments does not include the value of anticipated future business
or the values of assets and liabilities not considered financial instruments.
<PAGE>9
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Comprehensive Income: Under a new accounting standard, FAS No. 130,
Comprehensive income is now reported for all periods. Comprehensive income
includes both net income or loss and other comprehensive income. Other
comprehensive income includes the change in unrealized gain on securities
available-for-sale, net of tax.
NOTE 2 - GENERAL
These financial statements were prepared in accordance with the Securities and
Exchange Commission instructions for Form 10-QSB and for interim periods do not
include all of the disclosures necessary for a complete presentation of
financial position, results of operations and cash flows in conformity with
generally accepted accounting principles. These financial statements have been
prepared on a basis consistent with the annual financial statements and include,
in the opinion of management, all adjustments, consisting of only normal
recurring adjustments, necessary for a fair presentation of the results of
operations and financial position at the end of and for the periods presented.
NOTE 3 - PER SHARE DATA
The following illustrates the computation of basic and diluted earnings per
share.
<TABLE>
<CAPTION>
May 27, 1997 (date of inception) Three months ended
to December 31, 1997 March 31, 1998
-------------------- --------------
<S> <C> <C>
Basic earnings per share
Net loss (in thousands) $ (240) $ (284)
Weighted average shares outstanding 1,265,000 1,265,000
--------------- ---------------
Basic earnings per share $ (.19) $ (.22)
=============== ===============
Diluted earnings per share
Net loss (in thousands) $ (240) $ (284)
Weighted average shares outstanding 1,265,000 1,265,000
Stock options 83,000 83,000
Assumed shares repurchased upon exercise (82,914) (78,522)
--------------- ---------------
Diluted average shares outstanding 1,265,086 1,269478
Diluted earnings per share $ (.19) $ (.22)
=============== ===============
</TABLE>
<PAGE>10
HEARTLAND BANCSHARES, INC.
FORM 10-QSB
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
INTRODUCTION
The following discussion focuses on the plan of operation, the financial
condition of Heartland Bancshares, Inc. (Heartland) at March 31, 1998 and the
results of operations for the three months ended March 31, 1998 and the period
from inception May 27, 1997, ended December 31, 1997. Heartland was incorporated
May 27, 1997 and therefore no information is available for the three months
ended March 31, 1997. Heartland was formed with the specific intent to form a
wholly owned subsidiary state chartered bank (Heartland Community Bank or Bank).
Heartland received approval from the Federal Reserve Bank of Chicago to be a
bank holding company in the Fall of 1997. As of September 25, 1997, approval to
form the Bank was received from the Indiana Department of Financial Institutions
along with approval for deposit insurance from the Federal Deposit Insurance
Corporation. Operations of the Bank began December 17, 1997.
This discussion should be read in conjunction with the interim financial
statements and related footnotes.
The registrant is not aware of any trends, events or uncertainties that will
have or are reasonably likely to have a material effect on the liquidity,
capital resources or operations except as discussed herein. Also, the Registrant
is not aware of any current recommendations by regulatory authorities which
would have such effect if implemented.
GENERAL
As of October 2, 1997, Heartland raised approximately $11,735,000 in equity
capital through the sale of 1,265,000 shares of the Company's common stock at
$10 per share, net of underwriting discounts and offering costs. Proceeds from
the offering were used to capitalize the Bank and provide working capital.
Heartland's only activity beyond holding stock of the Bank is investment in
securities using working capital provided by the issuance of shares of common
stock.
Heartland's plan of operation is centralized around the growth of the Bank. The
primary operation of the Bank is to accept deposits and make loans. The
operating results of Heartland are affected by general economic conditions, the
monetary and fiscal policies of federal agencies and the regulatory policies of
agencies that regulate financial institutions. Heartland's cost of funds is
influenced by interest rates on competing investments and general market rates
of interest. Lending activities are influenced by consumer and commercial
demand, which in turn are affected by the interest rates at which such loans are
made, general economic conditions and the availability of funds for lending
activities.
<PAGE>11
FINANCIAL CONDITION
Heartland experienced growth as expected through first quarter of operations for
the Bank. Total assets at March 31, 1998 are $24.7 million, an increase of $10.2
million or 70.34% from the December 31, 1997 total assets of $14.5 million.
Total gross loans were $12.6 million at March 31, 1998, representing growth of
$8.6 million, or 215.00%, from the December 31, 1997 total of $ 4.0 million.
Fixed assets increased from $1.2 million at December 31, 1997 to $1.5 million at
March 31, 1998, net of accumulated depreciation, an increase of $300,000 or
24.86%. This growth was partially funded by a reduction of cash and cash
equivalents from $1.1 million at December 31, 1997 to $1 million at March 31,
1998, a 9.09% decrease, as well as a reduction of securities available-for-sale
to $7.6 million at March 31, 1998 from $8.0 million at December 31, 1997, a 5.4%
decrease. This decrease was due to the call of a security by the issuer at par.
The growth in assets was also partially funded by an increase in total deposits
of $11.3 million to $13.4 million at March 31, 1998, or 543.53% from $2.1
million at December 31, 1997. That growth was slightly offset by the elimination
of short-term borrowings of $800,000 at December 31, 1997 and the reduction of
accrued interest payable and other liabilities from $136,000 at December 31,
1997 to $120,000 at March 31, 1998.
RESULTS OF OPERATIONS
Heartland incurred a net loss of $284,000 for the three months ended March 31,
1998 and a net loss of $240,000 for the period from inception May 27, 1997,
ended December 31, 1997. Interest income for the three months ended March 31,
1998 was $310,000 and was $162,000 for the period from inception May 27, 1997,
through December 31, 1997. Non-interest income was $47,000 and $3,000 for the
three months ended March 31, 1998 and the period from inception May 27, 1997,
ended December 31, 1997, respectively.
Interest expense of $83,000 was incurred during the three months ended March 31,
1998. Interest expense during the period from inception May 27, 1997, through
December 31, 1997 was $12,000. Interest expense during the three months ended
March 31, 1998 is related to interest bearing deposits and short-term
borrowings. Interest expense during the period from inception May 27, 1997,
through December 31, 1997 is related to related party notes payable and a note
payable to a third party financial institution outstanding during a portion of
the development period.
Salaries and benefits expense was $235,000 for the three months ended March 31,
1998 and $195,000 for the period from inception May 27, 1997, through December
31, 1997. Salaries and benefits were paid to employees during the development
stage for services performed.
<PAGE>12
Net occupancy and equipment expenses of $36,000 and $27,000 were incurred during
the three month period ended March 31, 1998 and the period from inception May
27, 1997, ended December 31, 1997, respectively. In December 1997, the Bank
entered into a five month lease agreement for a temporary branch facility
located on Highway 135 in Greenwood, Indiana. The Bank has also entered into a
10 year lease agreement with a non-related party for a facility located on
Highway 135 in Greenwood, Indiana to be used as a branch banking facility.
Construction of the facility is expected to be completed in May 1998, at which
time the Bank will move the existing temporary branch to the new facility.
Data processing expense was $29,000 for the three months ended March 31, 1998
and $31,000 for the period from inception May 27, 1997, through December 31,
1997. The Bank entered into a 3 year contract with a third party service
provider for core data processing, with monthly expense partially based on
volume of accounts and transactions.
Printing and supplies expense was $25,000 for the three months ended March 31,
1998 and $19,000 for the period from inception May 27, 1997, through December
31, 1997.
Heartland incurred advertising expense of $22,000 and $17,000 during the three
month period ended March 31, 1998 and the period from inception May 27, 1997,
ended December 31, 1997, respectively.
Professional fees expense for the three months ended March 31, 1998 were $22,000
and for the period from inception May 27, 1997, ended December 31, 1997, were
$7,000.
The remaining expenses of $45,000 during the three months ended March 31, 1998
and $51,000 during the period from inception May 27, 1997, ended December 31,
1997, relate to various other items such as postage, insurance, training, credit
reports and amortization of prepaid organization costs.
CAPITAL RESOURCES
Shareholders' equity totaled $11.2 million at March 31, 1998, compared to $11.5
million at December 31, 1997. The change is attributable to the net loss of
$284,000 for the three months ended March 31, 1998, partially offset by an
increase of $26,000 in unrealized gain on securities available-for-sale from
$13,000 at December 31, 1997 to $39,000 at March 31, 1998. As of March 31, 1998,
1,265,000 shares of common stock were issued and outstanding with a no par value
and a stated value of $1. Additional paid-in capital was $10,466 at December 31,
1997 and March 31, 1998.
LIQUIDITY
Liquidity management focuses on the ability to keep funds available to meet the
requirements of withdrawals of depositors and funding of new loans and
investments. The primary source of liquidity for Heartland is the receipt of new
deposits. The Bank has the ability to borrow Federal funds from other commercial
banks on a daily basis. Such borrowings are secured by investment securities.
Heartland manages liquidity through the use of deposits with other financial
institutions, Federal Funds and investment securities.
<PAGE>13
HEARTLAND BANCSHARES, INC.
FORM 10-QSB
PART II
- --------------------------------------------------------------------------------
Item 6 - Exhibits and Reports on Form 8-K:
(a) Exhibit 27: Financial Data Schedule
(b) No reports on Form 8-K were filed during the three months
ended March 31, 1998.
<PAGE>14
HEARTLAND BANCSHARES, INC.
FORM 10-QSB
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.
HEARTLAND BANCSHARES, INC.
(Registrant)
Date: May 14, 1998 /s/Steve Bechman
Steve Bechman
President and Chief Executive Officer
Date: May 14, 1998 /s/Jeffery D. Joyce
Jeffery D. Joyce
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE FILER'S FORM 10-Q FOR THE QUARTER ENDED
MARCH 31, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0001042905
<NAME> HEARTLAND BANCSHARES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 208
<INT-BEARING-DEPOSITS> 744
<FED-FUNDS-SOLD> 1,950
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 7,579
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 12,583
<ALLOWANCE> 189
<TOTAL-ASSETS> 24,745
<DEPOSITS> 13,379
<SHORT-TERM> 0
<LIABILITIES-OTHER> 120
<LONG-TERM> 0
0
0
<COMMON> 11,731
<OTHER-SE> (485)
<TOTAL-LIABILITIES-AND-EQUITY> 24,745
<INTEREST-LOAN> 184
<INTEREST-INVEST> 113
<INTEREST-OTHER> 13
<INTEREST-TOTAL> 310
<INTEREST-DEPOSIT> 81
<INTEREST-EXPENSE> 83
<INTEREST-INCOME-NET> 227
<LOAN-LOSSES> 143
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 414
<INCOME-PRETAX> (284)
<INCOME-PRE-EXTRAORDINARY> (284)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (284)
<EPS-PRIMARY> (.22)
<EPS-DILUTED> (.22)
<YIELD-ACTUAL> 7.42
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 46
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 189
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 189
</TABLE>
