UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OF 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 SECURITIES EXCHANGE ACT
For the transition period from _____________ to ___________
Commission File Number 0-23765
------------------------------
SFSB HOLDING COMPANY
--------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2934332
- ------------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
900 Saxonburg Boulevard, Pittsburgh, Pennsylvania, 15223
--------------------------------------------------------
(Address of principal executive offices)
(412) 487-4200
--------------
(Registrant's telephone number, including area code)
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 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
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
Class: Common Stock, par value $.10 per share
Outstanding at May 6, 1998: 726,005
<PAGE>
SFSB HOLDING COMPANY
INDEX
<TABLE>
<CAPTION>
Page
Number
---------------
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet (Unaudited) as of 3
March 31, 1998 and December 31, 1997
Consolidated Statement of Income (Unaudited)
for the Three Months ended March 31, 1998 and 1997 4
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) 5
Consolidated Statement of Cash Flows (Unaudited)
for the Three Months ended March 31, 1998 and 1997 6
Notes to Unaudited Consolidated Financial Statements 7 - 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Default Upon Senior Securities 13
Item 4. Submissions of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8 - K 14
SIGNATURES 15
</TABLE>
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
--------------- ---------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 448,992 $ 766,882
Interest-bearing overnight deposits with other banks 11,026,537 4,280,020
--------------- ---------------
Cash and cash equivalents 11,475,529 5,046,902
Certificates of deposits with other banks 3,132,081 3,036,715
Investment securities available for sale 1,636,499 1,532,656
Investment securities held to maturity (market
value of $4,085,971 and $4,502,468) 4,021,829 4,541,478
Mortgage-backed securities available for sale 1,503,585 1,378,503
Mortgage-backed securities held to maturity (market
value of $9,164,936 and $9,649,748) 9,029,128 9,527,074
Loans receivable (net of allowance for loan losses of
$113,193 and $109,951) 13,018,445 12,292,157
Accrued interest receivable 314,947 267,171
Premises and equipment 1,631,934 1,662,909
Federal Home Loan Bank stock 171,700 171,700
Other assets 188,231 322,763
--------------- ---------------
TOTAL ASSETS $ 46,123,908 $ 39,780,028
=============== ===============
LIABILITIES
Deposits $ 35,692,058 $ 35,804,473
Advances by borrowers for taxes and insurance 64,796 110,211
Accrued interest payable and other liabilities 587,180 415,573
--------------- ---------------
TOTAL LIABILITIES 36,344,034 36,330,257
--------------- ---------------
Commitments and contingencies
STOCKHOLDER'S EQUITY
Perferred stock no par value, 1,000,000 shares authorized, none issued - -
Common stock, $.10 par value, 4,000,000 shares authorized; 726,005 and
0 shares issued and outstanding 72,600 -
Additional paid in capital 6,768,770 -
Retained earnings-substantially restricted 3,000,150 3,011,068
Unrealized gain on securities available for sale, net of taxes 504,634 438,703
Unearned ESOP shares (56,628 and 0 shares) (566,280) -
--------------- ---------------
TOTAL STOCKHOLDERS' EQUITY 9,779,874 3,449,771
--------------- ---------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 46,123,908 $ 39,780,028
=============== ===============
</TABLE>
See accompanying notes to the consolidated financial statements.
-3-
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
Three Months Ended March 31,
1998 1997
--------------- ---------------
<S> <C> <C>
INTEREST AND DIVIDEND INCOME
Loans receivable $ 251,680 $ 222,081
Interest-bearing deposits with other banks 156,329 87,122
Investment securities
Taxable 68,386 84,067
Exempt from federal income tax 19,832 18,849
Mortgage-backed securities 180,280 119,834
-------------- ---------------
Total interest and dividend
income 676,507 531,953
--------------- ---------------
INTEREST EXPENSE
Deposits 379,531 337,477
--------------- ---------------
Total interest expense 379,531 337,477
--------------- ---------------
NET INTEREST INCOME 296,976 194,476
Provision for loan losses 6,748 6,857
--------------- ---------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 290,228 187,619
--------------- ---------------
NONINTEREST INCOME
Service fees 23,474 9,882
Other income 4,191 3,250
--------------- ---------------
Total noninterest income 27,665 13,132
--------------- ---------------
NONINTEREST EXPENSE
Compensation and employee benefits 155,216 121,696
Occupancy and equipment 56,411 55,312
Federal insurance premium 10,852 17,019
Data processing 39,077 22,850
Professional fees 12,275 4,500
Other operating expenses 54,980 52,139
--------------- ---------------
Total noninterest expense 328,811 273,516
--------------- ---------------
Loss before income taxes (10,918) (72,765)
Income taxes - -
--------------- ---------------
NET LOSS $ (10,918) $ (72,765)
=============== ===============
Loss per share (since inception February 26, 1998):
Basic $ (.03) $ N/A
=============== ===============
</TABLE>
See accompanying notes to the consolidated financial statements.
-4-
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Unallocated
Additional Shares Unrealized Total
Common Paid-in Retained Held by Gain On Stockholders' Comprehensive
Stock Capital Earnings ESOP Securities Equity Income
---------- ----------- ----------- ---------- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1997 $ - $ - $ 3,011,168 $ - $ 438,703 $ 3,449,871 $
Net loss (10,918) (10,918) (10,918)
Other comprehensive income:
Unrealized gain on available for
sale securities 65,931 65,931 65,931
---------
Comprehensive income $ 55,013
=========
Common stock issued 72,600 6,808,770 (580,800) 6,300,570
ESOP shares released 14,520 14,520
---------- ---------- ---------- ---------- --------- -----------
Balance, March 31, 1998 $ 72,600 $ 6,808,770 $ 3,000,250 $ (566,280) $ 504,634 $ 9,819,974
========== ========== ========== ========== ========= ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
-5-
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended March 31,
1998 1997
----------------- ------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (10,918) $ (72,765)
Adjustments to reconcile net income to
net cash provided by operating
activities:
Provision for loan losses 6,748 6,857
Depreciation and amortization 30,975 30,375
Increase in accrued interest receivable (47,776) (20,121)
Other, net 272,608 36,021
--------------- ---------------
Net cash provided by (used for)
operating activities 251,637 (19,633)
--------------- ---------------
INVESTING ACTIVITIES
Increase in certificates of deposits (95,366) (194,491)
Investment securities available for sale:
Purchases (8,063) (7,892)
Maturities and repayments 781 601
Investment securities held to maturity:
Purchases - (1,846,900)
Maturities and repayments 519,633 103,499
Mortgage-backed securities available for sale:
Purchases (208,950) -
Maturities and repayments 85,661 181
Mortgage-backed securities held to maturity:
Purchases - (499,531)
Maturities and repayments 499,070 410,797
Net increase in loans
receivable (733,036) (34,308)
Purchase of Federal Home Loan
Bank stock - (9,900)
Purchase of premises and
equipment, net - (22,292)
--------------- ---------------
Net cash provided by (used for)
investing activities 59,730 (2,100,236)
--------------- ---------------
FINANCING ACTIVITIES
Net increase (decrease) in deposits (112,415) 2,493,922
Proceeds from the sale of common stock 6,275,090 -
Net decrease in advances by borrowers
for taxes and insurance (45,415) (42,827)
--------------- ---------------
Net cash provided by
financing activities 6,117,260 2,451,095
--------------- --------------
Increase in cash and cash
equivalents 6,428,627 331,226
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 5,046,902 4,378,710
--------------- --------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 11,475,529 $ 4,709,936
=============== ==============
SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
Interest on deposits and
borrowings $ 379,857 $ 337,121
Income taxes - -
</TABLE>
See accompanying notes to the consolidated financial statements.
-6-
<PAGE>
SFSB HOLDING COMPANY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements of SFSB Holding Company (the
"Company") includes its wholly-owned subsidiary Stanton Federal Savings
Bank (the "Bank"). All significant intercompany items have been eliminated.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB and, therefore,
do not necessarily include all information that would be included in
audited financial statements. The information furnished reflects all
adjustments which are, in the opinion of management, necessary for a fair
statement of the results of operations. All such adjustments are of a
normal recurring nature. The results of operations for the interim periods
are not necessarily indicative of the results to be expected for the full
year.
NOTE 2 - CONVERSION TO A STOCK FORM OF OWNERSHIP AND FORMATION OF HOLDING
COMPANY
On September 30, 1997, the Board of Directors of the Bank, subject to
regulatory approval and approval by the members of the Bank, adopted a Plan
of Conversion (the "Plan") to convert from a federally chartered mutual
savings bank to a federally chartered stock savings bank and the concurrent
formation of a holding company.
As part of the conversion, SFSB Holding Company was organized in September
1997 at the direction of the Board of Directors of the Bank for the purpose
of acquiring all of the capital stock to be issued by the Bank in the
conversion. The Company became a holding company with its only significant
assets being all of the outstanding capital stock of the Bank, which was
acquired on February 26, 1998 by exchanging approximately $3.5 million of
the proceeds received in the public offering for all of the common stock of
the Bank, and a percentage of the conversion proceeds permitted to be
retained. From the proceeds of the Conversion, approximately $73,000 was
allocated to common stock and $6.8 million, which is net of $423,000
conversion costs, was allocated to additional paid-in capital.
Additionally, as a condition of the conversion, the Savings Bank may not
pay a dividend to the Company in excess of the Savings Bank's accumulated
net earnings after any required transfer to surplus and only if the Savings
Bank's surplus would not be reduced by payment of such dividend.
NOTE 3 - COMPREHENSIVE INCOME
Effective January 1, 1998, the Bank adopted the Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." In adopting
Statement No. 130, the Bank is required to present comprehensive income and
its components in a full set of general purpose financial statements. The
Bank has elected to report the effects of Statement No. 130 as part of the
Statement of Changes in Stockholders' Equity.
-7-
<PAGE>
NOTE 4 - EARNINGS PER SHARE
Earnings per share computations are based upon the weighted number of
shares outstanding for the period since inception, February 26, 1998, of
668,893 shares. Net income used in the earnings per share calculation was
$16,820.
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share."
Statement No. 128 replaced the previous reporting requirement of primary
and fully diluted earnings per share with basic and diluted earnings per
share. The Company currently maintains a simple capital structure,
therefore, there are no dilutive effects on earnings per share.
-8-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
Total assets increased by approximately $6.3 million to $46.1 million at March
31, 1998 from $39.8 million at December 31, 1997. The $6.3 million received in
the sale of common stock in February funded the increase.
Interest-bearing overnight deposits with other banks increased by $6.7 million.
Due to recent sale of common stock, management has deposited the funds in
overnight funds until appropriate investment decisions can be considered. During
the month of April 1998, a substantial portion of these funds was invested in
mortgage-backed securities.
Net loan receivables increased $726,000 or 5.9% from $12,292,000 at December 31,
1997 to $13,018,000 at March 31, 1998. Home equity loans continues to incur the
largest increases as a result of the demand for this loan product at the Shaler
Township office. Such increases primarily reflected the economic health of the
Bank's market area and the competitive pricing of the Bank's loan product. The
funding of the loan growth was mainly provided by the usage of principal
repayments from mortgage-backed securities.
Stockholder's equity increased by $6.3 million to $9.8 million at March 31, 1998
from $3.5 million at December 31, 1997 primarily as a result of the proceeds
received in the initial public offering.
RESULTS OF OPERATIONS
Our net loss decreased $62,000 to $11,000 for the three months ended March 31,
1998 from $73,000 for the same period ended March 31, 1997. This decrease was
due to an increase in net interest income of $145,000 and noninterest income
offset by an increase in noninterest expense of $55,000.
Net interest income slightly increased to $297,000 for the three months ended
March 31, 1998 compared to $194,000 for the same period ended March 31, 1997.
There was an increase in interest income resulting primarily from an increase in
earnings on interest-bearing deposits with other banks of $69,000 or 79.0%,
loans of $30,000 or 13.3%, and investment securities of $45,000 or 31.8%. The
increases in interest income were primarily due to an increase in the average
principal balances of interest-bearing deposits with other banks and investment
securities. These increases, as discussed previously, were funded by proceeds
from the opening of the Shaler Township office coupled with the proceeds from
the stock offering in February 1998.
Interest expense on deposits increased $42,000 or 12.4% from $337,000 for the
three months ended March 31, 1998 to $380,000 for the same period ended 1997.
The increase was primarily due to the average volume of certificates of deposit
increasing due to the opening of the new Shaler branch.
-9-
<PAGE>
Our provision for loan losses remained constant at $7,000 for the three months
ended March 31, 1998 and 1997. Historically, we have emphasized our loss
experience over other factors in establishing the provision for loan losses. We
review the allowance for loan losses in relation to (i) our past loan
experience, (ii) known and inherent risks in our portfolio, (iii) adverse
situations that may affect the borrower's ability to repay, (iv) the estimated
value of any underlying collateral, and (v) current economic conditions.
Management believes the allowance for loan losses is at a level that is
considered to be adequate to provide for estimated losses; however, there can be
no assurance that further additions will not be made to the allowance and that
such losses will not exceed the estimated amount.
Noninterest income, which is comprised principally of service charges on deposit
accounts, increased $15,000 or 110.7% to $28,000 for 1998 from $13,000 for 1997.
This increase was almost entirely comprised of increased levels of service
charges on deposit accounts. Since the opening of the Shaler Township office,
service fees increased due to a higher fee structure and a larger deposit base.
Noninterest expense increased $55,000 or 20.2% to $329,000 for the three months
ended March 31, 1998 from $274,000 for the three months ended March 31, 1997.
The increase was the result of operating a larger organization including the
opening of the Shaler Township office. Compensation and benefits increased
$34,000 or 27.5%, due to increased benefits costs associated with supplemental
retirement expenses for senior management and the Employee Stock Ownership Plan
implemented as a result of the Stock Offering. Data processing expenses
increased $16,000. This increase is directly affected by the increase in volume
of processing and number of accounts since the opening of the Shaler Township
office. Professional fees increased by $8,000 due to outside assistance in
complying with the increased levels of regulatory compliance of a public
reporting company
A great deal of information has been disseminated about the global computer year
2000. Many computer programs that can only distinguish the final two digits of
the year entered (a common programming practice in earlier years) are expected
to read entries for the year 2000 as the year 1900 and compute payment, interest
or delinquency based on the wrong date or are expected to be unable to compute
payment, interest or delinquency. Rapid and accurate data processing is
essential to our Bank's operation. Data processing is also essential to most
other financial institutions and many other companies. A national third party
service bureau provides all of our material data processing that could be
affected by this problem. Our service bureau has advised us that it is
substantially compliant and it expects to resolve this potential problem before
the year 2000. However, if our service bureau is unable to resolve this
potential problem in time, we would likely experience significant data
processing delays, mistakes or failures. These delays, mistakes or failures
could have a significant adverse impact on our financial condition and our
results of operation. In order to determine the service bureau is year 2000
compliant, management is in the process of developing a test plan, which it
intends to implement during the second half of 1998. Management expects to incur
additional operating expenses during 1998 and 1999, relating to updating
equipment and software, as well as, designing and performing tests of the Bank's
computer systems. Management has not yet determined the total costs that will be
incurred to become year 2000 compliant, however it is not expected to have a
material impact to the Company.
-10-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of funds are deposits, repayment of loans and
mortgage-backed securities, maturities of investments, interest-bearing deposits
with other banks and funds provided from operations. While scheduled repayments
of loans and mortgage-backed securities and maturities of investment securities
are predictable sources of funds, deposit flows and loan prepayments are greatly
influenced by the general level of interest rates, economic conditions, and
competition. We use our liquid resources principally to fund loan commitments,
maturing certificates of deposit and demand deposit withdrawals, to invest in
other interest-earning assets, and to meet operating expenses.
Liquidity may be adversely affected by unexpected deposit outflows, excessive
interest rates paid by competitors, adverse publicity relating to the savings
and loan industry and similar matters. Management monitors projected liquidity
needs and determines the level desirable based in part on the Bank's commitments
to make loans and management's assessment of the Bank's ability to generate
funds.
RISK ELEMENT
The table below presents information concerning nonperforming assets including
nonaccrual loans, renegotiated loans, loans 90 days or more past due, other real
estate loans, and repossessed assets. A loan is classified as nonaccrual when,
in the opinion of management, there are serious doubts about collectibility of
interest and principal. At the time the accrual of interest is discontinued,
future income is recognized only when cash is received. Renegotiated loans are
those loans which terms have been renegotiated to provide a reduction or
deferral of principal or interest as a result of the deterioration of the
borrower.
March 31, December 31,
1998 1997
------------ --------------
(Dollars in thousands)
Loans on nonaccrual basis $ 82 $ 93
Loans past due 90 days or more and still accruing 80 155
-------- --------
Total nonperforming loans $ 162 $ 248
======== ========
Nonperforming loans as a percent of total loans 1.23% 2.00%
======== ========
Nonperforming assets as a percent of total assets .35% 0.62%
======== ========
Allowance for loan losses to nonperforming loans 88.49% 44.35%
======== ========
At March 31, 1998 and December 31, 1997, no real estate or other assets were
held as foreclosed or repossessed property.
Management monitors impaired loans on a continual basis. As of March 31, 1998,
impaired loans had no material effect on the Company's financial position or
results of operations.
-11-
<PAGE>
During the three month period ended March 31, 1998, loans increased $729,000
while nonperforming loans decreased $86,000. The decline in nonperforming loans
is primarily the result of customer loan payments. The percentage of allowance
for loan losses to loans outstanding remained relatively stable at .86% for
March 31, 1998 and .89% December 31, 1997. Nonperforming loans are primarily
made up of one to four family residential mortgages. The collateral requirements
on such loans reduce the risk of potential losses to an acceptable level in
management's opinion.
-12-
<PAGE>
SFSB HOLDING COMPANY
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
None
ITEM 2. Changes in Securities
(d) Use of Proceeds
(1) The effective date of the Form SB-2 was January 14, 1998 and the
Commission file number was 333-40955.
(2) The Offering commenced on January 23, 1998.
(3) Not applicable.
(4) (i) The offering has terminated but did not terminate before the
sale of all securities registered;
(ii) The name of the managing underwriter: Ryan, Beck & Co.
(iii)Common stock, par value $.10 per share was registered;
(iv) Amount registered - 727,375 shares;
Aggregate price of offering amount registered - $7,273,750;
Amount sold - 726,005;
Aggregate offering price of stock sold to date - $7,260,050;
(v) Expenses of the offering which were direct or indirect
payments to others;
Expense paid to and for underwriters $122,834;
Other expenses - $302,289 (estimate);
Total expenses - $425,123 (estimate);
(vi) Net offering proceeds - $6,834,927;
(vii)Direct or indirect payments to affiliates:
Loan to ESOP of subsidiary bank - $566,280;
Purchase outstanding stock of subsidiary bank - $3,417,463;
Noninterest checking account with subsidiary bank -
$2,869,968
(vii)Not applicable
ITEM 3. Defaults upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
-13-
<PAGE>
ITEM 6. Exhibits and reports on Form 8-K
(a) Exhibits
The exhibits listed below are filed herewith or
incorporated herein by reference:
27 Financial Data Schedule, filed herewith.
(b) Reports on Form 8-K
None
-14-
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
STANTON FEDERAL SAVINGS BANK
Date: 05-15-98 By: /s/ Barbara J. Mallen
---------------------------
Barbara J. Mallen
President
Date: 05-15-98 By: /s/ Joseph E. Gallagher
---------------------------
Joseph E. Gallagher
Senior Vice President and Secretary
-15-
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION DERIVED FROM
THE QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL INFORMATION.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 448,992
<INT-BEARING-DEPOSITS> 14,158,618
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 3,140,084
<INVESTMENTS-CARRYING> 13,050,957
<INVESTMENTS-MARKET> 13,250,907
<LOANS> 13,131,638
<ALLOWANCE> 113,193
<TOTAL-ASSETS> 46,123,908
<DEPOSITS> 35,692,058
<SHORT-TERM> 0
<LIABILITIES-OTHER> 651,976
<LONG-TERM> 0
0
0
<COMMON> 72,600
<OTHER-SE> 9,707,274
<TOTAL-LIABILITIES-AND-EQUITY> 46,123,908
<INTEREST-LOAN> 251,680
<INTEREST-INVEST> 268,498
<INTEREST-OTHER> 156,329
<INTEREST-TOTAL> 676,507
<INTEREST-DEPOSIT> 379,531
<INTEREST-EXPENSE> 379,531
<INTEREST-INCOME-NET> 296,976
<LOAN-LOSSES> 6,748
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 328,811
<INCOME-PRETAX> (10,918)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,918)
<EPS-PRIMARY> .03
<EPS-DILUTED> 0
<YIELD-ACTUAL> 2.95
<LOANS-NON> 82,000
<LOANS-PAST> 80,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 109,951
<CHARGE-OFFS> 3,506
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 113,193
<ALLOWANCE-DOMESTIC> 113,193
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
