<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 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 March 31, 1999
[ ] Transition Report Under Section 13
or 15(d) of the Exchange Act
For the transition period ended
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Commission File Number 0-23521
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GREAT PEE DEE BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 56-2050592
- ------------------------------------ ----------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
515 MARKET STREET, CHERAW, SC 29520
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
(843) 537-7656
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(ISSUER'S TELEPHONE NUMBER)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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
----- -----
As of May 5, 1999, 2,139,817 shares of the issuer's common stock, $.01 par
value, were outstanding. The registrant has no other classes of securities
outstanding.
This report contains 13 pages.
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<TABLE>
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Page No.
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Part l. FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Statements of Financial Condition
March 31, 1999 and June 30, 1998............................. 3
Consolidated Statements of Operations
Three Months and Nine Months Ended March 31, 1999 and 1998... 4
Consolidated Statements of Cash Flows
Nine Months Ended March 31, 1999 and 1998.................... 5
Notes to Consolidated Financial Statements................... 6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................... 8
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders.. 12
Item 6. Exhibits and Reports on Form 8-K..................... 12
</TABLE>
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Part l. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
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Great Pee Dee Bancorp, Inc. and Subsidiary
Consolidated Statements of Financial Condition
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<TABLE>
<CAPTION>
March 31,
1999 June 30,
ASSETS (Unaudited) 1998*
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(In Thousands)
<S> <C> <C>
Cash on hand and in banks $ 745 $ 510
Interest-bearing balances in other banks 378 5,013
Federal funds sold - 1,400
Investment securities available for sale, at fair value 469 200
Investment securities held to maturity, at amortized cost 3,600 3,341
Loans receivable, net 63,074 56,768
Accrued interest receivable 316 278
Premises and equipment, net 706 212
Stock in the Federal Home Loan Bank, at cost 534 495
Real estate acquired in settlement of loans 9 9
Other assets 287 174
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TOTAL ASSETS $70,118 $68,400
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposit accounts $39,737 $36,663
Accrued interest payable 62 69
Advance payments by borrowers for property taxes and insurance 50 62
Accrued expenses and other liabilities 32 131
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TOTAL LIABILITIES 39,881 36,925
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STOCKHOLDERS' EQUITY
Preferred stock, no par value, 400,000 shares
authorized, no shares issued and outstanding - -
Common stock, $.01 par value, 3,600,000
shares authorized; 2,224,617 and 2,202,125 shares, respectively, issued 22 22
Additional paid in capital 21,510 21,293
ESOP loan receivable and unearned compensation (2,237) (1,682)
Retained earnings, substantially restricted 11,991 11,842
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31,286 31,475
Cost of 79,600 shares of common stock held
by the Company in treasury (1,049) -
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TOTAL STOCKHOLDERS' EQUITY 30,237 31,475
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $70,118 $68,400
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</TABLE>
* Derived from audited financial statements
See accompanying notes.
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Great Pee Dee Bancorp, Inc. and Subsidiary
Consolidated Statements of Operations (Unaudited)
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<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
------------------------------- -------------------------------
1999 1998 1999 1998
------------------ ---------- ----------------- ----------
(In Thousands Except Per Share Amounts)
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $ 1,169 $ 1,078 $ 3,397 $ 3,215
Investments 66 51 199 123
Deposits in other banks and federal funds sold 24 194 154 326
---------- ---------- ---------- ----------
TOTAL INTEREST INCOME 1,259 1,323 3,750 3,664
---------- ---------- ---------- ----------
INTEREST EXPENSE
Savings deposits 480 504 1,456 1,768
Borrowed funds - 15 - 80
---------- ---------- ---------- ----------
TOTAL INTEREST EXPENSE 480 519 1,456 1,848
---------- ---------- ---------- ----------
NET INTEREST INCOME 779 804 2,294 1,816
PROVISION FOR LOAN LOSSES - 24 96 39
---------- ---------- ---------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 779 780 2,198 1,777
---------- ---------- ---------- ----------
OTHER INCOME 13 7 45 23
---------- ---------- ---------- ----------
GENERAL AND ADMINISTRATIVE EXPENSES
Personnel costs 433 121 736 388
Occupancy 25 13 72 48
Deposit insurance premiums 6 7 17 22
Other 98 88 295 373
---------- ---------- ---------- ----------
TOTAL GENERAL AND
ADMINISTRATIVE EXPENSES 562 229 1,120 831
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 230 558 1,123 969
PROVISION FOR INCOME TAXES 89 217 429 371
---------- ---------- ---------- ----------
NET INCOME $ 141 $ 341 $ 694 $ 598
========== ========== ========== ==========
NET INCOME PER SHARE
Basic $.07 $.17 $.34 $.17
Assuming dilution .07 .17 .34 .17
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic 2,034,971 2,007,154 2,027,132 2,021,117
Assuming dilution 2,043,465 2,007,154 2,029,922 2,021,117
CASH DIVIDEND PER SHARE $.09 $ - $.27 $ -
</TABLE>
See accompanying notes.
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Great Pee Dee Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows (Unaudited)
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<TABLE>
<CAPTION>
Nine Months Ended
March 31,
---------------------
1999 1998
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(In Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 694 $ 598
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 38 11
Provision for loan losses 96 39
Release of ESOP shares 91 36
Amortization of stock awards under recognition
and retention plan 269 -
Contribution of common stock to charitable foundation - 200
Change in assets and liabilities:
Increase in accrued interest receivable (38) (69)
Decrease in accrued interest payable (7) (32)
Other (212) 149
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NET CASH PROVIDED BY
OPERATING ACTIVITIES 931 932
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CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in interest-bearing balances in other banks 4,635 (4,948)
(Increase) decrease in federal funds sold 1,400 (900)
Purchases of:
Available for sale investment securities (269) -
Held to maturity investment securities (900) (2,135)
Proceeds from sales, maturities and calls of:
Held to maturity investment securities 641 912
Net increase in loans (6,402) (1,822)
Purchases of property and equipment (532) (5)
Purchase of stock in FHLB of Atlanta (39) (10)
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NET CASH USED
BY INVESTING ACTIVITIES (1,466) (8,908)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in demand deposits 2,502 (1,335)
Net increase (decrease) in certificate accounts 572 (7,983)
Decrease in FHLB advances - (2,150)
Decrease in advances from borrowers (12) (6)
Net proceeds from issuance of common stock - 21,074
Loan to ESOP for purchase of common stock - (1,745)
Purchase of treasury stock (1,746) -
Cash dividends paid (546) -
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NET CASH PROVIDED
BY FINANCING ACTIVITIES 770 7,855
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NET INCREASE (DECREASE) IN
CASH ON HAND AND IN BANKS 235 (121)
CASH ON HAND AND IN BANKS, BEGINNING 510 222
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CASH ON HAND AND IN BANKS, ENDING $ 745 $ 101
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</TABLE>
See accompanying notes.
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Great Pee Dee Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements
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NOTE A - BASIS OF PRESENTATION
In management's opinion, the financial information, which is unaudited, reflects
all adjustments (consisting solely of normal recurring adjustments) necessary
for a fair presentation of the financial information as of and for the three and
nine month periods ended March 31, 1999 and 1998, in conformity with generally
accepted accounting principles. The financial statements include the accounts of
Great Pee Dee Bancorp, Inc. (the "Company") and its wholly-owned subsidiary,
First Federal Savings and Loan Association of Cheraw ("First Federal" or the
"Bank"). Operating results for the three and nine month periods ended March 31,
1999 are not necessarily indicative of the results that may be expected for the
fiscal year ending June 30, 1999.
The organization and business of the Company, accounting policies followed by
the Company and other information are contained in the notes to the financial
statements filed as part of the Company's annual report on Form 10-KSB. This
quarterly report should be read in conjunction with such annual report.
NOTE B - NET INCOME PER SHARE
Net income per share is presented for periods subsequent to the closing of the
Company's stock offering on December 31, 1997. Basic income per share has been
computed by dividing net income by the weighted average number of shares of
common stock outstanding during the period. In accordance with generally
accepted accounting principles, ESOP shares are only considered outstanding for
earnings per share calculations when they are earned or committed to be
released.
Diluted net income per share reflects the dilutive effects of unearned
recognition and retention shares and outstanding common stock options.
NOTE C - COMPREHENSIVE INCOME
For the three and nine months ended March 31, 1999 and 1998, the Company has no
items of other comprehensive income. Accordingly, comprehensive income was the
same as net income for each period.
NOTE D - STOCK REPURCHASE PLAN
On September 1, 1998, the Company's Board of Directors adopted a stock
repurchase plan under which the Company is authorized to repurchase shares of
its outstanding common stock in the open market or in privately negotiated
transactions at times deemed appropriate. Under the plan, the Company could
repurchase up to 5% of the outstanding common stock, or 110,106 shares. During
the nine months ended March 31, 1999, the Company repurchased 133,300 shares of
its common stock at an aggregate cost of $1,746,000, of which 53,700 were
reissued as grants under the RRP and 79,600 are held as treasury stock at March
31, 1999.
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NOTE E - RECOGNITION AND RETENTION PLAN AND STOCK OPTION PLAN
At the Company's first annual meeting of stockholders, held on January 7, 1999,
the Company's stockholders approved the Great Pee Bancorp, Inc. 1998 Stock
Option Plan (the "SOP") and the 1998 Recognition and Retention Plan (the "RRP).
As was fully described in the related Notice of Annual Meeting and Proxy
Statement, under the SOP, 220,213 shares of the Company's common stock have been
reserved for issuance pursuant to exercise of options to be granted thereunder
to officers, directors and key employees. Under the RRP, 88,085 shares of common
stock were reserved for issuance to key officers and directors. Upon approval of
the SOP and RRP at the annual meeting, 76,192 shares of common stock were
granted under the RRP, and options for the purchase of 190,484 shares of common
stock were issued under the SOP. The Company anticipates that no compensation
costs will be incurred in connection with the grant of options under the SOP.
Based upon the per share fair value of $12 per share on the date the RRP shares
were granted, the Company expects to recognize compensation costs of $914,000
over the vesting period of the RRP shares granted. The Company intends to
include such compensation costs in operations as rapidly as is permissible,
which will result in the recognition of costs of $537,000 during the last six
months of its fiscal year ending June 30, 1999, and costs of $241,000, $106,000
and $30,000 during the years ending June 30, 2000, 2001 and 2002, respectively.
The Company recognized costs of $269,000 during the three months ended March 31,
1999, and it will recognize additional costs of $268,000 during the three months
ending June 30, 1999.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations
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This Quarterly Report on Form 10-QSB may contain certain forward-looking
statements consisting of estimates with respect to the financial condition,
results of operations and business of the Company that are subject to various
factors which could cause actual results to differ materially from these
estimates. These factors include, but are not limited to, general economic
conditions, changes in interest rates, deposit flows, loan demand, real estate
values, and competition; changes in accounting principles, policies, or
guidelines; changes in legislation or regulation; and other economic,
competitive, governmental, regulatory, and technological factors affecting the
Company's operations, pricing, products and services.
Comparison of Financial Condition at March 31, 1999 and June 30, 1998
The Company's total assets increased by $1.7 million during the nine months
ended March 31, 1999, from $68.4 million at June 30, 1998 to $70.1 million at
the period end. During the nine months, reductions of $4.6 million and $1.4
million, respectively, in interest-bearing balances in other banks and federal
funds sold were the principal sources of funding for an increase of $6.3 million
in loans receivable, which grew from $56.8 million at the beginning of the
period to $63.0 million at period end. In addition, during the quarter ended
March 31, 1999, the Bank purchased for $275,000 a commercial lot located on
Highway 9 West in Cheraw for future development of another full service banking
facility. Total stockholders' equity was $30.2 million at March 31, 1999 as
compared with $31.5 million at June 30, 1998, a decrease of $1.2 million which
resulted principally from net income of $694,000 for the nine months, regular
quarterly dividends aggregating $546,000 or $.27 per share and the purchase of
treasury sstock at an aggregate cost of $1.7 million. At March 31, 1999, both
the Company and the Bank continued to significantly exceed all applicable
regulatory capital requirements.
Comparison of Results of Operations for the Three Months Ended March 31, 1999
and 1998
Net Income. Net income for the quarter ended March 31, 1999 was $141,000, or
$.07 per share, as compared with net income of $341,000, or $.17 per share, for
the three months ended March 31, 1998, a decrease of $200,000 or $.10 per share.
This decrease resulted principally from the recognition during the current
quarter of costs of $269,000 associated with the Recognition and Retention Plan
which was approved by the Company's shareholders at the January 7, 1999
shareholders' meeting (see Note E to the financial statements).
Net Interest Income. Net interest income for the quarter ended March 31, 1999
was $779,000 as compared with $804,000 during the quarter ended March 31, 1998,
a decrease of $25,000 relating principally to a slight decline in yields on
interest earning assets and a decline in the average balance of net interest-
earning assets during the current quarter as compared with the corresponding
quarter of the previous fiscal year. As a result of a slight downward trend in
interest rates, the weighted average yield earned on loans receivable during the
current quarter was 22 basis points lower than that earned during the three
months ended March 31, 1998, resulting in reduction in interest income of
approximately $33,000. In addition, principally as a result of the use of funds
for the purchase of real property and for the purchase of treasury stock,
average net interest-earning assets during the current quarter were
approximately $600,000 less than a year ago, further contributing to the
decrease in net interest income.
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Provision for Loan Losses. There was no provision for loan losses made during
the quarter ended March 31, 1999, as compared with a provision of $24,000 for
the quarter ended March 31, 1998. There were no net loan charge-offs during the
quarter ended March 31, 1999. At March 31, 1999, nonaccrual loans aggregated
$177,000 while the allowance for loan losses stood at $446,000.
General and Administrative Expenses. General and administrative expenses
increased to $562,000 during the quarter ended March 31, 1999 as compared with
$229,000 for the quarter ended March 31, 1998, an increase of $333,000. Direct
costs of $269,000 relating to the adoption and implementation of the Company's
RRP were the largest single component of this overall expense increase.
Additional payroll taxes, an occupancy expense increase of $12,000 relating
principally to renovation of the Bank's office facilities also contributed to
the higher overall level of non-interest expenses.
Provision for Income Taxes. The provision for income taxes, as a percentage of
income before income taxes, was 38.7% and 38.9% for the quarters ended March 31,
1999 and 1998, respectively.
Comparison of Results of Operations for the Nine Months Ended March 31, 1999 and
1998
Net Income. Net income for the nine months ended March 31, 1999 was $694,000,
or $.34 per share, as compared with net income of $598,000 for the nine months
ended March 31, 1998, an increase of $96,000. This increase in net income
resulted principally from an increase of $478,000 in net interest income which
was largely offset by increases of $289,000 and $57,000, respectively, in
general and administrative expenses and the provision for loan losses.
Net Interest Income. Net interest income for the nine months March 31, 1999 was
$2.3 million as compared with $1.8 million during the nine months ended March
31, 1998, an increase of $478,000. The Company received a significant infusion
of capital and liquidity with the closing of its conversion offering on December
31, 1997 that generated net proceeds of $21.1 million. The proceeds have been
used either to fund loan growth, fund withdrawals and maturities of interest-
bearing customer deposits or to repay borrowings. As a result, total interest
income increased by $86,000 and total interest expense decreased by $392,000
during the nine months ended March 31, 1999 as compared with the nine months
ended March 31, 1998.
Provision for Loan Losses. The provision for loan losses was $96,000 and
$39,000 for the nine months ended March 31, 1999 and 1998, respectively. Net
loan charge-offs were $4,000 during the nine months ended March 31, 1999, while
there were no net loan charge-offs during the nine months ended March 31, 1998.
General and Administrative Expenses. General and administrative expenses
increased to $1.1 million during the nine months ended March 31, 1999 as
compared with $831,000 for the nine months ended March 31, 1998, an increase of
$289,000. Concurrent with the closing of the sale of its common stock on
December 31, 1997, the Company contributed $200,000 of its common stock to a
charitable foundation, and that amount is included in other general and
administrative expenses for the nine months ended March 31, 1998. No such
contribution was made during the current fiscal period. This reduction in the
costs of charitable contributions described was more than offset by an increase
of $348,000 in personnel costs relating principally to costs incurred under the
RRP and to the higher costs of the Company's ESOP, and to increases of
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$24,000 and $122,000, respectively, in occupancy costs and in other general and
administrative expenses relating principally to increased costs of operations as
a publicly owned company and to costs incurred to achieve growth and expansion
of services to customers.
Provision for Income Taxes. The provision for income taxes, as a percentage of
income before income taxes, was 38.2% and 38.3% for the nine months ended March
31, 1999 and 1998, respectively.
Liquidity and Capital Resources
The objective of the Company's liquidity management is to ensure the
availability of sufficient cash flows to meet all financial commitments and to
capitalize on opportunities for expansion. Liquidity management addresses First
Federal's ability to meet deposit withdrawals on demand or at contractual
maturity, to repay borrowings as they mature, and to fund new loans and
investments as opportunities arise.
The Company's primary sources of internally generated funds are principal and
interest payments on loans receivable and cash flows generated from operations.
External sources of funds include increases in deposits and advances from the
FHLB of Atlanta.
First Federal is required under applicable federal regulations to maintain
specified levels of "liquid" investments in qualifying types of United States
Government, federal agency and other investments having maturities of five years
or less. Current OTS regulations require that a savings association maintain
liquid assets of not less than 4% of its average daily balance of net
withdrawable deposit accounts and borrowings payable in one year or less.
Monetary penalties may be imposed for failure to meet applicable liquidity
requirements. At March 31, 1999, First Federal's liquidity, as measured for
regulatory purposes, was 9.9%, or $1.8 million in excess of the minimum OTS
requirement.
First Federal is subject to various regulatory capital requirements administered
by the federal banking agencies. Failure to meet minimum capital requirements
can initiate certain mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on First
Federal's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, First Federal must meet
specific capital guidelines that involve quantitative measures of First
Federal's assets, liabilities, and certain off-balance sheet items as calculated
under regulatory accounting practices. First Federal's capital amounts and
classifications are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors. At March 31, 1999, First
Federal's level of capital substantially exceeded all applicable requirements.
Year 2000 Compliance Issues
All levels of the Company's management and its Board of Directors are aware of
the issues presented by the Year 2000 century change and the serious effects it
may have on the Company and its customers. In May 1997, the Federal Financial
Institutions Examination Council ("FFIEC") issued an Interagency Statement,
"Year 2000 Project Management Awareness", to emphasize the critical issues that
need to be addressed to implement an effective Year 2000 project management
plan. The FFIEC Statement identifies five phases of the Year 2000 project
management process. The Company has formed a Year 2000 project team, consisting
of senior officers within the Company's operations, information systems,
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financial and management areas, to ensure that the Company will be Year 2000
compliant. Although the Company relies entirely upon outside vendors and service
providers for its computer hardware and software and its security and
communications equipment, all date sensitive systems are being evaluated for
Year 2000 compliance. During 1998, the Company completed upgrading and testing
of systems that have been identified as critical to conducting its banking
business. Testing of systems with lower priorities is planned for early 1999.
The Company is also developing contingency plans for its computer processes,
including the use of alternative systems and the manual processing of certain
critical operations. In addition, the Company is undertaking efforts to ensure
that significant vendor and customer relationships are or will be Year 2000
compliant. There can be no guarantee that the systems of other entities on which
the Company either directly or indirectly rely will be timely converted, or that
a failure to convert by another entity, or a conversion that is incompatible
with the Company's systems, would not have a material adverse effect on the
Company in future periods. However, the Company's management believes that all
of its systems will be verified Year 2000 compliant. The Company estimates that
its total Year 2000 compliance costs will aggregate approximately $175,000,
including capital expenditures of approximately $141,000 and other expenses of
approximately $34,000 that have been or will be charged to operations. In
addition to the estimated costs of its Year 2000 compliance, the Company
routinely makes annual investments in technology in its efforts to improve
customer service and to efficiently manage its product and service delivery
systems.
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Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held on January 7, 1999. Of 2,173,425
shares entitled to vote at the meeting, 1,903,337 voted. The following matters
were voted on at the meeting:
1. Election of Two Directors
Henry P. Duvall, IV and John S. Long were each elected as director with at
least 1,844,933 or 97% of the shares voted.
2. Approval of the Great Pee Dee Bancorp, Inc. 1998 Stock Option Plan
Approved with 1,657,744 or 87% of the shares voted.
3. Approval of the Great Pee Dee Bancorp, Inc. 1998 Recognition and Retention
Plan
Approved with 1,661,937 or 87% of the shares voted.
4. Ratification of Dixon Odom PLLC as independent auditors for the fiscal year
ending June 30, 1999.
Ratified with 1,864,690 or 98% of the shares voted.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
(27) Financial data schedule
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended March 31,
1999.
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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.
GREAT PEE DEE BANCORP, INC.
Date: May 5, 1999 By: /s/ Herbert W. Watts
---------------------------------
Herbert W. Watts
Chief Executive Officer
Date: May 5, 1999 By: /s/ Johnnie L. Craft
--------------------
Johnnie L. Craft
Chief Financial Officer
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 745
<INT-BEARING-DEPOSITS> 378
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 469
<INVESTMENTS-CARRYING> 3,600
<INVESTMENTS-MARKET> 3,600
<LOANS> 63,520
<ALLOWANCE> 446
<TOTAL-ASSETS> 70,118
<DEPOSITS> 39,737
<SHORT-TERM> 0
<LIABILITIES-OTHER> 144
<LONG-TERM> 0
0
0
<COMMON> 22
<OTHER-SE> 30,215
<TOTAL-LIABILITIES-AND-EQUITY> 70,118
<INTEREST-LOAN> 3,397
<INTEREST-INVEST> 199
<INTEREST-OTHER> 154
<INTEREST-TOTAL> 3,750
<INTEREST-DEPOSIT> 1,456
<INTEREST-EXPENSE> 1,456
<INTEREST-INCOME-NET> 2,294
<LOAN-LOSSES> 96
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,120
<INCOME-PRETAX> 1,123
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 694
<EPS-PRIMARY> .34
<EPS-DILUTED> .34
<YIELD-ACTUAL> 4.54
<LOANS-NON> 177
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 354
<CHARGE-OFFS> 4
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 446
<ALLOWANCE-DOMESTIC> 335
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 111
</TABLE>
