<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[x] Quarterly Report Under Section 13 or
15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 1997
[ ] Transition Report Pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number 000-22981.
PINNACLE BANCSHARES, INC.
-------------------------
(Exact name of small business issuer as specified in its charter)
GEORGIA 58-2326075
------- ----------
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
110 East Hill Street, Thomson, Georgia 30824
---------------------------------------------
(Address of Principal Executive Offices)
Issuers Telephone Number (706) 595-1600
---------------
Not Applicable
- --------------------------------------------------------------------------------
(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.
YES NO X
------ ------
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at June 30, 1997
- ----------------------------- ----------------------------
Common Stock, $.001 Par Value 635,380 shares
Transitional Small Business Disclosure Format: Yes No X
----------- ----------
<PAGE> 2
PINNACLE BANCSHARES, INC. AND SUBSIDIARY
Form 10-QSB
Index
<TABLE>
<S> <C> <C>
Part I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet as of June 30, 1997 1
Condensed Consolidated Statements of Income for the Three Months Ended
June 30, 1997 and 1996, and the Six Months Ended June 30, 1997 and 1996 2
Condensed Consolidated Statement of Cash Flows for the Six Months Ended
June 30, 1997 and 1996 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 5 - 7
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 8
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
Index to Exhibits 11
</TABLE>
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PINNACLE BANCSHARES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
(UNAUDITED)
(dollars in thousands)
<TABLE>
<S> <C>
ASSETS
Cash and due from banks $ 1,239
Federal funds sold 2,850
Interest-bearing deposits in banks 199
Securities available for sale 11,869
Loans, net of allowance for loan losses of $881 18,878
Bank premises and fixed assets 1,458
Accrued interest receivable 389
Foreclosed real estate, net of allowance 452
Deferred tax benefit 243
Other assets 114
-------
$37,691
TOTAL ASSETS =======
LIABILITIES AND STOCKHOLDERS' EQUITY
DEPOSITS:
Non-interest bearing 3,666
Interest-bearing:
NOW accounts 3,792
Savings 1,891
Money market accounts 2,730
Time deposits of $100,000, and over 5,385
Other time deposits 12,805
-------
Total deposits 30,269
Accrued expenses and other liabilities 261
-------
TOTAL LIABILITIES 30,530
-------
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.001; 1,000,000 shares authorized; none issued -
Common stock, par value $.001; 9,000,000 shares authorized;
635,380 shares issued and outstanding 1
Additional paid-in capital
6,355
Retained earnings 845
Unrealized loss on securities available-for-sale, net of tax (40)
-------
TOTAL STOCKHOLDERS' EQUITY 7,161
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $37,691
=======
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
PINNACLE BANCSHARES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Six Three Six
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1997 1997 1996 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 514 $1,019 $ 530 $1,076
Interest on taxable securities 171 343 157 322
Interest on nontaxable securities 23 46 24 47
Interest on Federal funds sold 31 39 23 57
Interest on deposits in other banks 2 5 4 8
----- ------ ---- ------
TOTAL INTEREST INCOME 741 1,452 738 1,510
----- ------ ---- ------
INTEREST EXPENSE
Interest on time deposits of $100,000 or more 71 133 44 117
Interest on other deposits 229 455 299 579
Interest on Federal funds purchased - 2 - -
----- ------ ---- ------
TOTAL INTEREST EXPENSE 300 590 343 696
----- ------ ---- ------
NET INTEREST INCOME 441 862 395 814
PROVISION FOR LOAN LOSSES 5 12 5 47
----- ------ ---- ------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 436 850 390 767
----- ------ ---- ------
NONINTEREST INCOME
Service charges on deposits 56 111 58 115
Other income 7 20 5 20
Net realized gain, sales of available-for-sale securities 4 - 8 8
----- ------ ---- ------
67 131 71 143
----- ------ ---- ------
NONINTEREST EXPENSE
Salaries and employee benefits 204 389 180 359
Occupancy expenses 40 79 47 89
Other expenses 137 262 119 238
----- ------ ---- ------
381 730 346 686
----- ------ ---- ------
INCOME BEFORE INCOME TAXES 122 251 115 224
INCOME TAX EXPENSE 45 80 35 68
----- ------ ---- ------
NET INCOME $ 77 $ 171 $ 80 $ 156
===== ====== ==== ======
NET INCOME PER SHARE OF COMMON STOCK $ .12 $ .27 $ .12 $ .25
===== ====== ==== ======
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
PINNACLE BANCSHARES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
Six Months
Ended June 30
---------------------
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 171 $ 156
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 39 54
Provision for loan loss 12 47
Deferred income tax 49 52
Adjustment to foreclosed real estate 5 ( 2)
Net (increase) decrease in accrued interest receivable 20 (36)
Net increase in other assets (66) (17)
Net increase in other liabilities 22 54
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 252 308
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in federal funds sold (1,430) 4,720
Net increase in interest-bearing deposits with banks (99) (1)
Net (increase) decrease in loans, net 1,097 (1,475)
Purchases of available for sale securities (1,326) (3,194)
Proceeds from sales and maturities of available for sale securities 2,039 2,888
Net purchases of premises and equipment (57) (31)
Proceeds from sale of foreclosed real estate 188 --
------- -------
NET CASH PROVIDED BY INVESTING ACTIVITIES 412 2,907
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposits (386) (2,505)
Dividends paid (127) (64)
------- -------
NET CASH USED IN FINANCING ACTIVITIES (513) (2,569)
------- -------
NET INCREASE IN CASH AND DUE FROM BANKS 151 646
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD 1,088 2,640
------- -------
CASH AND DUE FROM BANKS AT END OF PERIOD $ 1,239 $ 3,286
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
PINNACLE BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements include the accounts of Pinnacle
Bancshares, Inc. (the "Company") and its wholly-owned subsidiary, McDuffie
Bank & Trust. Significant intercompany transactions and accounts are
eliminated in consolidation.
The financial statements as of and for the three and six months ended June 30,
1997 and 1996 are unaudited and have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. These consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in its subsidiary's, McDuffie
Bank & Trust, annual report for the year ended December 31, 1996.
The financial information included herein reflects all adjustments (consisting
of normal recurring adjustments) which are, in the opinion of management,
necessary to a fair presentation of the financial position and results for
interim periods.
NOTE 2 - REORGANIZATION OF THE BUSINESS
On June 6, 1997, McDuffie Bank & Trust's plan of corporate organization (the
"Reorganization") under which the Bank became a wholly-owned subsidiary of a
newly-formed bank holding company, Pinnacle Bancshares, Inc. (the "Company"),
was consummated. Consummation of the Reorganization was conditioned upon (i)
the approval by the shareholders of the Bank as required by law and (ii) the
receipt of any required regulatory approvals, including approvals from the
Board of Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation and the Georgia Department of Banking and Finance.
The Reorganization was accomplished by merging Pinnacle Interim Corp.
("Interim") with the Bank under the Bank's charter and with the title of
McDuffie Bank & Trust. On June 6, 1997, each outstanding share of common stock
of the Bank was effectively exchanged for one share of common stock of the
Company. As a result, the shareholders of the Bank became shareholders of the
Company and the Bank became a wholly-owned subsidiary of the Company. Further,
the officers and directors of the Bank became the officers and directors of the
Company.
NOTE 3 - NEW ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standard 128, "Earnings Per Share". This Statement provides for
changes in the calculation and presentation of earnings per share information
and is effective for interim and annual financial statements of periods ending
after December 15, 1997. Management of the Company has not yet determined the
effect of the adoption of this Statement on the consolidated financial
statements.
NOTE 4 - STOCK OPTION PLAN
The Bank has adopted an employee stock option plan for providing incentive
stock options and nonqualified stock options to directors and key employees of
the Bank. As of June 30, 1997 no options had been granted under this plan.
4
<PAGE> 7
PINNACLE BANCSHARES, INC. AND SUBSIDIARY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
OVERVIEW
The Company's net income was $77,000 for the second quarter of 1997, a decrease
of $3,000 (3.8%) compared to net income of $80,000 for the second quarter of
1996. Earnings per share were $0.12 for the second quarter of 1997 and for
1996. Total assets at June 30, 1997 was $37,691,000. A decrease of $335,000
(0.89%) from December 31, 1996 and $2,172,000 (5.4%) from June 30, 1996.
The decrease in net income resulted from increased non-interest expense (10.1%)
and an increase in recognized income tax expense (28.6%). The provision for
loan losses during the second quarter of 1997 was $5,000. The provision for
the second quarter of 1996 was also $5,000. Income before income taxes
increased $7,000 (6.1%) from the second quarter of 1996.
The return on average assets was 0.81% (annualized) for the quarter ended June
30, 1997, compared to 0.80% (annualized) for the same period in 1996. The
return on average equity for the second quarter of 1997 was 4.31% (annualized),
compared to 3.5% (annualized) for the second quarter of 1996.
Further discussion of significant items affecting net income are discussed in
detail below.
NET INTEREST INCOME
Net interest income is the difference between the interest and fees earned on
loans, securities, and other interest-bearing assets (interest income) and the
interest paid on deposits and borrowed funds (interest expense). Higher net
interest income is a result of the relationship between the interest-earning
assets and the interest-bearing liabilities.
Net interest income increased $46,000 (11.6%) during the second quarter over
the comparable period in 1996, due to a decrease in interest-bearing deposit
liabilities. Interest-bearing deposits at June 30, 1997 were $26,603,000. A
decrease of $956,000 (3.5%) from December 31, 1996, and a decrease of
$3,564,000 (11.8%) from June 30, 1996. Loans, the highest yielding component
of interest earning assets decreased $1,238,000 (6.1%) from December 31, 1996,
and $2,276,000 (10.8%) from June 30, 1996. Investments in securities decreased
$734,000 (5.8%) from December 31, 1996, and increased $944,000 (8.6%) from June
30, 1996.
INTEREST INCOME
Interest income for the second quarter of 1997 increased $3,000 (.41%) over the
comparable quarter in 1996. Interest income on loans decreased $16,000 (3.0%)
and interest income on taxable securities increased $14,000 (8.9%) compared to
the second quarter of 1996.
INTEREST EXPENSE
Interest expense totaled $300,000 for the second quarter of 1997, a decrease of
$43,000 (12.5%) from the comparable quarter in 1996. The decrease is a result
of the decline in interest-bearing deposit accounts as discussed in the net
interest income section.
NON-INTEREST INCOME
Non-interest income for the second quarter decreased $3,000 (4.2%) from the
comparable quarter in 1996, primarily as a result of a decrease in income from
service charges on deposit accounts.
5
<PAGE> 8
PINNACLE BANCSHARES, INC. AND SUBSIDIARY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
NON-INTEREST EXPENSE
Non-interest expense totaled $381,000 for the second quarter of 1997, an
increase of $35,000 (1.01%) over the comparable period in 1996. The increase
was attributable to an increase in salaries and benefits of $24,000 (13.3%) and
an increase in other expenses of $18,000 (15.1%). Occupancy expenses declined
$7,000 (14.9%).
INCOME TAXES
Income taxes for the second quarter of 1997 totaled $45,000, an increase of
$10,000 (28.6%) from the comparable quarter in 1996. The increase primarily
results from the utilization of deferred tax assets in the current quarter.
REVIEW OF FINANCIAL CONDITION
OVERVIEW
Management continuously monitors the financial condition of the Bank in order
to protect depositors, increase retained earnings and protect current and
future earnings. Further discussion of significant items affecting the Bank's
financial condition are discussed in detail below.
ASSET QUALITY
A major key to long-term earnings growth is the maintenance of a high-quality
loan portfolio. The Bank's directive in this regard is carried out through its
policies and procedures for extending credit to the Bank's customers. The goal
and result of these policies and procedures is to provide a sound basis for new
credit extensions and an early recognition of problem assets to allow the most
flexibility in their timely disposition.
Non-performing assets were $473,000 at June 30, 1997, compared to $659,000 at
December 31, 1996, and $989,000 at June 30, 1996. The composition of
non-performing assets for each date is shown below.
<TABLE>
<CAPTION>
June 30, December 31, June 30,
1997 1996 1996
--------- ------------ --------
<S> <C> <C> <C>
Non-accrual loans $ 22,000 $143,000 $355,000
OREO, net of valuation allowance 451,000 516,000 634,000
--------- -------- --------
$ 473,000 $659,000 $989,000
========= ======== ========
</TABLE>
The ratio of non-performing assets to total loans and other real estate was
2.4% at June 30, 1997, 3.17% at December 31, 1996, and 4.47% at June 30, 1996.
Reduction of non-performing assets continues to be a management priority.
Additions to the allowance for loan losses are made periodically to maintain
the allowance at an appropriate level based upon management's analysis of
potential risk in the loan portfolio. The amount of the loan loss provision is
determined by an evaluation of the level of loans outstanding, the level of
non-performing loans, historical loan loss experience, delinquency trends, the
amount of actual losses charged to the reserve in a given period, and
assessment of present and anticipated economic conditions. A provision for
losses in the amount of $5,000 was charged to expense for the quarter ended
June 30, 1997. At June 30, 1997, the ratio
6
<PAGE> 9
PINNACLE BANCSHARES, INC. AND SUBSIDIARY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
of allowance for loan losses to total loans was 4.2%. At December 31, 1996 the
ratio was 4.2%, and was 5.1% at June 30, 1996. Management considers the
current allowance for loan losses appropriate based upon its analysis of the
potential risk in the portfolio, although there can be no assurance that the
assumptions underlying such analysis will continue to be correct.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the ability of an organization to meet its financial commitments
and obligations on a timely basis. These commitments and obligations include
credit needs of customers, withdrawals by depositors, and payment of operating
expenses and dividends. The Bank does not anticipate any events which would
require liquidity beyond that which is available through deposit growth,
federal funds balances, or investment portfolio maturities. The Bank actively
manages the levels, types and maturities of earning assets in relation to the
sources available to fund current and future needs to ensure that adequate
funding will be available at all times.
The Bank's liquidity remains adequate to meet operating and loan funding
requirements. The loan to deposit ratio at June 30, 1997 was 62.4%, compared
to 65.6% at December 31, 1996, and 64.5% at June 30, 1996.
Management is committed to maintaining capital at a level sufficient to protect
depositors, provide for reasonable growth, and fully comply with all regulatory
requirements. Management's strategy to achieve this goal is to retain
sufficient earnings while providing a reasonable return on equity. Federal
banking regulations establish certain capital adequacy standards required to be
maintained by banks. These regulations set minimum requirements for risk-
based capital of 4% for core capital ("Tier I"), 8% for total risk-based
capital and 3% for the leverage ratio. At June 30, 1997, the Bank's Tier I
capital was 30.6% and total risk-based capital was 31.4%, compared to 30.8% and
32.1% at year-ended December 31, 1996, respectively. At June 30, the Bank's
leverage ratio was 17.2% compared to 17.4% at December 31, 1996.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company may, from time to time, make written or oral forward-looking
statements, including statements contained in the Company's filings with the
Securities and Exchange Commission (the "Commission") and its reports to
stockholders. Such forward-looking statements are made based on management's
belief as well as assumptions made by, and information currently available to,
management pursuant to "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The Company's actual results may differ
materially from the results anticipated in these forward-looking statements due
to a variety of factors, including governmental monetary and fiscal policies,
deposit levels, loan demand, loan collateral values, securities portfolio
values and interest rate risk management; the effects of competition in the
banking business from other commercial banks, savings and loan associations,
mortgage banking firms, consumer finance companies, credit unions, securities
brokerage firms, insurance companies, money market mutual funds and other
financial institutions operating in the Company's market area and elsewhere,
including institutions operating through the Internet; changes in government
regulations relating to the banking industry, including regulations relating to
branching and acquisitions; failure of assumptions underlying the establishment
of reserves for loan losses, including the value of collateral underlying
delinquent loans, and other factors. The Company cautions that such factors
are not exclusive. The Company does not undertake to update any
forward-looking statements that may be made from time to time by, or on behalf
of, the Company.
7
<PAGE> 10
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1997 Annual Meeting of Stockholders of the Bank (the "Annual Meeting") was
held on April 28, 1997. At the Annual Meeting, the following persons were
elected as directors to serve for a term of one year and until their successors
are elected and qualified: Phillip G. Farr, Samuel A. Fowler, Jr., Joseph D.
Greene, Heyward Horton, Jr., George O. Hughes, David W. Joesbury, James L.
Lemley, M.D., Robert N. Wilson, Jr., and Bennye M. Young.
The results of voting with respect to the election of directors were as
follows:
<TABLE>
<CAPTION>
VOTES VOTES
FOR AGAINST
------- -------
<S> <C> <C>
Phillip G. Farr 517,834 2,565
Samuel A. Fowler, Jr. 517,834 2,565
Joseph D. Greene 517,534 2,865
Heyward Horton, Jr. 517,434 2,965
George O. Hughes 517,834 2,565
David W. Joesbury 517,734 2,665
James L. Lemley, MD 517,434 2,965
Robert N. Wilson, Jr. 517,734 2,665
Bennye M. Young 497,834 22,565
</TABLE>
In addition, at the Annual Meeting, the Bank's plan of corporate reorganization
(the "Reorganization") was duly approved. See Note 2 to "Notes to Condensed
Consolidated Financial Statements."
The results of voting with respect to the Reorganization were as follows:
<TABLE>
<CAPTION>
VOTES VOTES VOTES
FOR AGAINST ABSTAINING
------- ------- ----------
<S> <C> <C>
512,793 18,705 3,633
</TABLE>
The final item submitted to security holders for a vote at the Annual Meeting
was a proposal to adopt a Bank-level 1997 Stock Option Plan (the "Plan"),
which, if the Reorganization was consummated, would be transferred to the
Company upon the effective date of the Reorganization. On February 12, 1997,
the Board of Directors of the Bank adopted the Plan for eligible directors,
officers and key employees of the Bank. The Plan provides for the grant of
both incentive and nonqualified stock options. The purpose of the Plan is to
encourage and enable participating directors, officers and key employees to
remain in the employ of and to give a greater effort on behalf of the Bank.
The results of voting with respect to the Plan were as follows:
<TABLE>
<CAPTION>
VOTES VOTES VOTES
FOR AGAINST ABSTAINING
------- ------- ----------
<S> <C> <C>
512,193 18,805 4,233
</TABLE>
8
<PAGE> 11
PART II
OTHER INFORMATION (CONTINUED)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27.1 - Financial Data Schedule (for SEC use only)
(b) No reports on Form 8-K were filed during the quarter ended
June 30, 1997.
9
<PAGE> 12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MCDUFFIE BANK & TRUST
By: /s/ Heyward Horton, Jr.
--------------------------------------------
Heyward Horton, Jr.
President and Chief Executive Officer
(principal executive officer)
August 10, 1997 By: /s/ J. Harold Ward, Jr.
- ------------------------ ---------------------------------------------
Date J. Harold Ward, Jr.
Senior Vice President, Chief Financial Officer
(principal financial and accounting officer)
10
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description Sequential Page Number
<S> <C> <C>
27.1 Financial Data Schedule (for SEC use only) 12 - 15
</TABLE>
11
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30,
1997 10-QSB FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 1,239
<INT-BEARING-DEPOSITS> 199
<FED-FUNDS-SOLD> 2,850
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 11,869
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 19,808
<ALLOWANCE> 930
<TOTAL-ASSETS> 37,691
<DEPOSITS> 30,269
<SHORT-TERM> 0
<LIABILITIES-OTHER> 261
<LONG-TERM> 0
0
0
<COMMON> 1
<OTHER-SE> 7,160
<TOTAL-LIABILITIES-AND-EQUITY> 7,161
<INTEREST-LOAN> 514
<INTEREST-INVEST> 227
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 741
<INTEREST-DEPOSIT> 300
<INTEREST-EXPENSE> 300
<INTEREST-INCOME-NET> 441
<LOAN-LOSSES> 5
<SECURITIES-GAINS> 4
<EXPENSE-OTHER> 381
<INCOME-PRETAX> 122
<INCOME-PRE-EXTRAORDINARY> 77
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 77
<EPS-PRIMARY> .12
<EPS-DILUTED> .12
<YIELD-ACTUAL> 8.42
<LOANS-NON> 22
<LOANS-PAST> 4
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 885
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 881
<ALLOWANCE-DOMESTIC> 881
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
