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
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OF 1934
For the quarterly period ended March 31, 1999
- ---
- --- 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 incorporation (IRS Employer Identification No.)
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, 1999: 726,005
<PAGE>
SFSB HOLDING COMPANY
INDEX
<TABLE>
<CAPTION>
Page
Number
-------------
<S> <C> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet (Unaudited) as of 3
March 31, 1999 and December 31, 1998
Consolidated Statement of Income (Unaudited)
for the Three Months ended March 31, 1999 and 1998 4
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) 5
Consolidated Statement of Cash Flows (Unaudited)
for the Three Months ended March 31, 1999 and 1998 6
Notes to Unaudited Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Default Upon Senior Securities 12
Item 4. Submissions of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8 - K 12
SIGNATURES 13
</TABLE>
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED BALANCE SHEET (UNAUDITED)
March 31, December 31,
1999 1998
----------- -------------
ASSETS
Cash and due from banks $ 474,032 $ 488,759
Interest-bearing overnight deposits with other banks 6,967,022 8,605,494
----------- -----------
Cash and cash equivalents 7,441,054 9,094,253
Certificates of deposits with other banks 3,165,469 3,451,675
Investment securities available for sale 1,973,991 2,073,921
Investment securities held to maturity (market
value of $9,608,807 and $4,473,370) 9,580,552 4,387,648
Mortgage-backed securities available for sale 2,070,349 2,235,852
Mortgage-backed securities held to maturity (market
value of $9,313,020 and $10,617,900) 9,214,229 10,470,280
Loans receivable (net of allowance for loan losses of
$131,193 and $128,193) 13,778,662 13,876,438
Accrued interest receivable 353,104 307,819
Premises and equipment 1,525,228 1,552,612
Federal Home Loan Bank stock 218,100 218,100
Other assets 62,264 54,288
----------- -----------
TOTAL ASSETS $ 49,383,002 $ 47,722,886
=========== ===========
LIABILITIES
Deposits $ 38,096,396 $ 37,354,170
Advances by borrowers for taxes and insurance 81,930 106,651
Accrued interest payable and other liabilities 549,066 540,947
Commitment to purchase investment securities 1,000,000 -
----------- -----------
TOTAL LIABILITIES 39,727,392 38,001,768
----------- -----------
Commitments and contingencies
STOCKHOLDER'S EQUITY
Perferred stock no par value, 1,000,000 shares
authorized, none
issued and outstanding - -
Common stock, $.10 par value, 4,000,000 shares
authorized; 726,005 shares issued and outstanding 72,600 72,600
Additional paid in capital 6,699,257 6,701,193
Retained earnings-substantially restricted 3,128,919 3,123,127
Accumulated other comprehensive income 514,889 608,832
Unallocated shares held by Employee Stock
Ownership Plan (ESOP) (508,200) (522,720)
Unallocated shares held by Restricted Stock Plan (RSP) (251,855) (261,914)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 9,655,610 9,721,118
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 49,383,002 $ 47,722,886
=========== ===========
See accompanying notes to the unaudited consolidated financial statements.
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
Three Months Ended March 31,
1999 1998
----------- -------------
INTEREST AND DIVIDEND INCOME
Loans receivable $ 272,902 $ 251,680
Interest-bearing deposits with other banks 150,058 156,329
Investment securities
Taxable 80,964 68,386
Exempt from federal income tax 18,663 19,832
Mortgage-backed securities 196,314 180,280
----------- -------------
Total interest and dividend
income 718,901 676,507
----------- -------------
INTEREST EXPENSE
Deposits 373,423 379,531
----------- -------------
Total interest expense 373,423 379,531
----------- -------------
NET INTEREST INCOME 345,478 296,976
Provision for loan losses 3,000 6,748
----------- -------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 342,478 290,228
----------- -------------
NONINTEREST INCOME
Service fees 33,141 23,474
Investment securities gains, net 17,140 -
Other income 5,631 4,191
----------- -------------
Total noninterest income 55,912 27,665
----------- -------------
NONINTEREST EXPENSE
Compensation and employee benefits 191,021 155,216
Occupancy and equipment 60,857 56,411
Federal insurance premium 5,836 10,852
Data processing 53,326 39,077
Professional fees 32,018 12,275
Other operating expenses 49,539 54,980
----------- -------------
Total noninterest expense 392,597 328,811
----------- -------------
Income (loss) before income tax expense 5,793 (10,918)
Income tax expense - -
----------- -------------
NET INCOME (LOSS) $ 5,793 $ (10,918)
=========== =============
Earnings (loss) per share (since
inception February 26, 1998):
Basic $ - $ (0.03)
Fully diluted - N/A
See accompanying notes to the unaudited consolidated financial statements.
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
Accumulated
Other Unallocated Unallocated
Additional Compre- Shares Shares Total Compre-
Common Paid-in Retained hensive Held by Held By Stockholders' hensive
Stock Capital Earnings Income ESOP RSP Equity Income
--------- ----------- --------- ---------- --------- ----------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $ 72,600 $ 6,701,193 $ 3,123,127 $ 608,832 $ (522,720) $(261,914)$ 9,721,118 $
Net income 5,792 5,792 5,792
Other comprehensive income:
Unrealized loss on available for
sale securities, net of (93,943) (93,943) (93,943)
reclassification adjustment -------
Comprehensive income $ (88,151)
========
RSP shares released 10,059 10,059
ESOP shares released (1,936) 14,520 12,584
--------- ---------- ----------- ---------- --------- ---------- -----------
Balance, March 31, 1999 $ 72,600 $ 6,699,257 $ 3,128,919 $514,889 $ (508,200) $ (251,855) $ 9,655,610
========= ========== ========== ========= ========= ========== ===========
</TABLE>
1999
---------
Components of comprehensive
income: Change in net
unrealized loss on investment
securities available for sale $ (82,631)
Realized gains included in net
income, net of tax (11,312)
---------
Total $ (93,943)
=========
See accompanying notes to the unaudited consolidated financial statements.
<PAGE>
SFSB HOLDING COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31,
1999 1998
----------- -------------
OPERATING ACTIVITIES
Net income (loss) $ 5,792 $ (10,918)
Adjustments to reconcile net income to
net cash provided by operating
activities:
Provision for loan losses 3,000 6,748
Depreciation and amortization 53,918 30,975
Investment securities gains (17,140) -
Increase in accrued interest receivable (45,285) (47,776)
Other, net 46,331 272,608
----------- -------------
Net cash provided by operating activities 46,616 251,637
----------- -------------
INVESTING ACTIVITIES
Decrease (increase) in certificates of deposits 286,206 (95,366)
Investment securities available for sale:
Purchases (48,301) (8,063)
Proceeds from sales 17,949 -
Maturities and repayments - 781
Investment securities held to maturity:
Purchases (4,799,219) -
Maturities and repayments 606,688 519,633
Mortgage-backed securities available
for sale:
Purchases - (208,950)
Maturities and repayments 167,572 85,661
Mortgage-backed securities held to
maturity:
Maturities and repayments 1,260,900 499,070
Net decrease (increase) in loans receivable 94,776 (733,036)
Purchase of premises and equipment (3,891) -
----------- -------------
Net cash provided by (used for)
investing activities (2,417,320) 59,730
----------- -------------
FINANCING ACTIVITIES
Net increase (decrease) in deposits 742,226 (112,415)
Proceeds from the sale of common stock - 6,275,090
Net decrease in advances by borrowers
for taxes and insurance (24,721) (45,415)
----------- -------------
Net cash provided by
financing activities 717,505 6,117,260
----------- -------------
Increase (decrease) in cash and cash
equivalents (1,653,199) 6,428,627
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 9,094,253 5,046,902
----------- -------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 7,441,054 $ 11,475,529
=========== =============
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid during the year for:
Interest on deposits and
borrowings $ 373,423 $ 379,857
Income taxes 21,100 -
See accompanying notes to the unaudited consolidated financial statements.
<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 or any other interim period.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 1999 AND DECEMBER 31, 1998
Total assets at March 31, 1999 increased $1,660,000 or 3.5% from $47,723,000 at
December 31, 1998 to $49,383,000
at March 31, 1999.
Interest-bearing overnight deposits and certificates of deposits with other
banks decreased $1,925,000 or 16.0% from $12,057,000 at December 31, 1998 to
$10,132,000 at March 31, 1999. Management began to utilize excess overnight
deposits to increase its holdings in higher yielding investment securities.
Total investment and mortgage-backed securities increased $3,671,000 or 19.2%
from $19,168,000 at December 31, 1998 to $22,839,000 at March 31, 1999. The
Company increased its investments by purchasing $5,493,000 of 10 and 15-year
U.S. Government Agency securities with yields ranging from 6.0% to 7.1%. There
were corresponding declines in the mortgage-backed, municipal, and equity
securities portfolios of $1,422,000, $300,000, and $100,000, respectively.
During 1998, management focused on supplementing loan demand by primarily
increasing its holdings in mortgage-backed securities; however, during the first
quarter of 1999, the emphasis has been directed toward increasing the U.S.
Government Agency securities portfolio from 13.5% to 35.4% of the total
investment portfolio.
Stockholder's equity decreased $71,000 to $9,650,000 at March 31, 1999 from
$9,721,000 at December 31, 1998 as a result of a decline on unrealized gains on
investment securities of $94,000 while being offset somewhat by the amortization
of ESOP and RSP shares of $23,000. At the annual shareholders' on April 20,
1999, meeting, the Company announced a dividend of $.05 per share payable to
shareholders' of record on April 30, 1999. The dividend will be paid on May 15,
1999. The Board of Directors will determine future dividends in light of the
earnings and financial condition of the Company, including applicable
governmental regulations and policies. The Company has also announced at the
annual shareholders' meeting a stock buy back plan of up to 5% of the total
shares outstanding.
COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,
1999 AND 1998
Net income increased $17,000 from a net loss of $11,000 for the three months
ended March 31, 1998 to net income of $6,000 for the same period in 1999. This
increase was due to increases in net interest income of $49,000 and noninterest
income of $28,000, while offset by an increase in noninterest expense of
$64,000.
The Company's net interest income increased $49,000 or 16.3% from $297,000 for
the three months ended March 31, 1998 compared to $345,000 for the same period
ended 1999. Of this amount, $42,000 resulted from an increase in interest income
due primarily to slight increases in interest on loans receivable,
mortgage-backed securities, and investment securities of $21,000, $16,000, and
$13,000, respectively. There was significant growth relating to the principal
balances of these categories throughout resulting from proceeds received in the
initial public offering. This led to an increase in the average principal
balance of interest earning assets of $5.1 million. Average loans receivable
increased $1.4 million as growth occurred in both the 1-4
<PAGE>
family and home equity markets. Average mortgage-backed and investment
securities increased $1.3 million and $1.0 million, respectively, as excess
funds from the initial public offering were used to increase the Company's
holdings of mortgage-backed, U.S. Government agency, and equity securities.
Although the Company has achieved significant growth in these areas, a declining
rate environment has offset the overall increase in interest income. The tax
equivalent yield on interest earning assets fell from 6.79% to 6.40% for the
three months ended March 31, 1998 as compared to the same period ended 1999. The
impact of this decline has effected all categories of interest earning assets.
Interest expense on deposits decreased from $380,000 for the three months ended
March 31, 1998 to $373,000 for the same period ended 1999. The cost of interest
bearing liabilities declined by 14 basis points from 4.35% for the three months
ended March 31, 1998 as compared to 4.21% for the same period ended 1999. As
regional interest rates declined throughout the latter part of 1998, the Company
reacted simultaneously in order to remain competitive within its markets as well
as soften the impact to its interest rate margin. Despite this downturn in
interest rates, the average volume of interest bearing liabilities has remained
relatively stable, increasing approximately $533,000 or 1.5%.
Based upon management's continuing evaluation of the adequacy of the allowance
for loan losses which encompasses the overall risk characteristics of the
various portfolio segments, past experience with losses, the impact of economic
conditions on borrowers, and other relevant factors, the provision for loan
losses decreased by $4,000 for the three months ended March 31, 1999 as compared
to the three months ended March 31, 1998. 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. "SEE RISK ELEMENTS."
Noninterest income rose $28,000 or 102.1% from $28,000 for the three months
ended March 31, 1998 to $56,000 for the same period ended 1999. This increase is
comprised principally of investment securities gains relating to the sale of
FHLMC stock and service charges on deposit accounts for $17,000 and $10,000,
respectively. Service charges increased due to increased volume of
transaction-related accounts and a higher fee structure.
Noninterest expense increased $64,000 or 19.4% from $329,000 for three months
ended March 31, 1998 to $393,000 for the same period in 1999. Compensation and
benefits increased $36,000 or 23.1% due to increased benefit costs associated
with the implementation of the Employee Stock Ownership and Restricted Stock
Plans. Professional fees increased $20,000 for the three months ended March 31,
1999 as compared to the same period ended 1998. This increase stems from
assistance with the implementation of employee benefit plans, as well as an
increase in outside assistance in complying with the increased levels of
regulatory compliance of a public reporting company. Data processing fees which
increased $14,000 or 36.5% for the three months ended March 31, 1999 as compared
to the same period ended 1998 were directly affected by an increase in volume of
processing and number of accounts.
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
<PAGE>
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.
Management monitors both the Company's and the Savings Bank's total risk-based,
Tier I risk-based and Tier I leverage capital ratios in order to assess
compliance with regulatory guidelines. At March 31, 1999, both the Company and
the Savings Bank exceeded the minimum risk-based and leverage capital ratio
requirements. The Company's and Savings Bank's total risk-based, Tier I
risk-based and Tier I leverage ratios are 55.1%, 52.3%, 13.6% and 40.9%, 38.0%,
13.6%, respectively at March 31, 1999.
<PAGE>
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,
1999 1998
--------- ---------
(Dollars in thousands)
Loans on nonaccrual basis $ 66 $ 77
Loans past due 90 days or more and still accruing 50 38
--------- ---------
Total nonperforming loans 116 115
--------- ---------
Nonperforming loans as a percent of total loans 0.83% 0.82%
======== =========
Nonperforming assets as a percent of total assets .24% 0.24%
======== =========
Allowance for loan losses to nonperforming loans 113.10% 111.30%
======== ========
At March 31, 1999 and December 31, 1998, 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, 1999,
impaired loans had no material effect on the Company's financial position or
results of operations.
During the three month period ended March 31, 1999, loans decreased $95,000
while nonperforming loans remained stable. The allowance for loan losses
increased $3,000 during this same period and the percentage of allowance for
loan losses to loans outstanding rose slightly from .83% to .94%. 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.
<PAGE>
Management believes the level of the allowance for loan losses at March 31, 1999
is sufficient; however, there can be no assurance that the current allowance for
loan losses will be adequate to absorb all future loan losses. The relationship
between the allowance for loan losses and outstanding loans is a function of the
credit quality and known risk attributed to the loan portfolio. The on-going
loan review program and credit approval process is used to determine the
adequacy of the allowance for loan losses.
YEAR 2000
Rapid and accurate data processing is essential to the Bank's operations. Many
computer programs can only distinguish the final two digits of the year entered
(a common programming practice in prior years) are expected to read entries for
the year 2000 as the year 1900 or as zero and incorrectly attempt to compute
payment, interest, delinquency and other data. The Bank has been evaluating both
information technology (computer systems) and non-information technology systems
(i.e. vault timers, electronic door lock and elevator controls). Based upon such
evaluations, management has determined that the Bank has year 2000 risk in three
areas: (1) Bank's own computer and software, (2) computers of others used by the
Bank's borrowers, and (3) computers of others who provide the Bank with
processing of certain services.
Bank's own computers and software. The Bank spent approximately $5,000 through
March 31, 1999 to upgrade its computer system and software. This upgrade is
expected to have eliminated the year 2000 risk. The Bank does not expect to have
material costs to address this risk after March 31, 1999. Through March 31, 1999
approximately $10,000 has been expensed. The Bank considers itself, though there
is no assurance, to be year 2000 compliant in this risk area as of March 31,
1999.
Computers of others used by our borrowers. The Bank has evaluated most of their
borrowers and does not believe the year 2000 problem should, on an aggregate
basis, impact their ability to make payments to the Bank. The Bank believes that
most of their residential borrowers are not dependent on their home computers
for income and that none of their commercial borrowers are so large that a year
2000 problem would render them unable to collect revenue or rent and, in turn,
continue to make loan payments to the Bank. The Bank does not expect any
material costs to address this risk area and believes they are year 2000
compliant in this risk area.
Computers of others who provide us with processing of certain services. This
risk is primarily focused on one third party service bureau that provides
virtually all of the Bank's data processing. The service bureau has communicated
that it is substantially year 2000 compliant and subsequent results of testing
by the Bank have been positive.
Contingency Plan. The Bank will continue monitoring their service bureau to
evaluate whether its data processing system will fail and is being provided with
periodic updates on the status of testing and upgrades being made by the service
bureau. If the Bank service bureau fails, the Bank will attempt to locate an
alternative service bureau that is year 2000 compliant. If the Bank is
unsuccessful, the Bank will enter deposit balances and interest with its
existing computer system. If this labor-intensive approach is necessary,
management and employees will become much less efficient. However, the Bank
believes that they would be able to operate in this manner in the short-term,
until their existing service bureau, or their replacement, is able to again
provide data processing services. If very few financial institution services
bureaus were
<PAGE>
operating in the year 2000, the Bank's replacement costs, assuming the Bank
could negotiate an agreement, could be material.
<PAGE>
SFSB HOLDING COMPANY
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
None
ITEM 2. Changes in Securities
None
ITEM 3. Defaults upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are incorporated as part of this report
3(i) Articles of Incorporation of SFSB Holding Company*
3(ii) Bylaws of SFSB Holding Company*
10.1 Directors Consultant and Retirement Plan.*
10.2 Supplemental Executive Retirement Plan for Barbara J.Mallen*
10.3 Employment Agreement with Barbara J. Mallen*
10.4 SFSB Holding Company 1998 Stock Option Plan**
10.5 Stanton Federal Savings Bank Restricted Stock Plan**
27 Financial Data Schedule (electronic filing only)
____________________
* Incorporated by reference to an identically numbered exhibit to the
registration statement on Form SB-2 (File No. 333-40955) declared effective
by the SEC on January 14, 1998.
** Incorporated by reference to the Proxy Statement for the Special Meeting on
October 20, 1998 and filed with SEC on September 14, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SFSB HOLDING COMPANY
Date: May 12, 1999 By: /s/ Barbara J. Mallen
-------------------------------------
Barbara J. Mallen
President and Chief Executive Officer
Director
Date: May 12, 1999 By: /s/ Joseph E. Gallagher
-------------------------------------
Joseph E. Gallagher
Senior Vice President/Director
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL INFORMATION.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 474
<INT-BEARING-DEPOSITS> 6,967
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,262
<INVESTMENTS-CARRYING> 18,795
<INVESTMENTS-MARKET> 18,922
<LOANS> 13,910
<ALLOWANCE> 131
<TOTAL-ASSETS> 49,383
<DEPOSITS> 38,096
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,631
<LONG-TERM> 0
0
0
<COMMON> 73
<OTHER-SE> 9,583
<TOTAL-LIABILITIES-AND-EQUITY> 49,383
<INTEREST-LOAN> 273
<INTEREST-INVEST> 296
<INTEREST-OTHER> 150
<INTEREST-TOTAL> 719
<INTEREST-DEPOSIT> 373
<INTEREST-EXPENSE> 373
<INTEREST-INCOME-NET> 346
<LOAN-LOSSES> 3
<SECURITIES-GAINS> 17
<EXPENSE-OTHER> 393
<INCOME-PRETAX> 6
<INCOME-PRE-EXTRAORDINARY> 6
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 3.03
<LOANS-NON> 66
<LOANS-PAST> 50
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 128
<CHARGE-OFFS> 3
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 131
<ALLOWANCE-DOMESTIC> 131
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
