UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-23971
GASTON FEDERAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
UNITED STATES 56-2063438
----------------------- ------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
245 WEST MAIN AVENUE, GASTONIA, NORTH CAROLINA 28052-4140
(Address of principal executive offices)
Registrant's telephone number, including area code: (704)-868-5200
---------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
Indicate by check whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: There were 4,496,500 shares
of the Registrant's common stock outstanding as of May 12,1998.
<PAGE>
GASTON FEDERAL BANCORP, INC.
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements........................ 1
Consolidated Statements of Financial Condition as of
March 31, 1998 and September 30, 1997.......................... 1
Consolidated Statements of Operations for the three and six
months ended March 31, 1998 and 1997........................... 2
Consolidated Statements of Cash Flows for the six months ended
March 31, 1998 and 1997........................................ 3
Notes to Consolidated Financial Statements....................... 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 5
PART II. OTHER INFORMATION........................................... 8
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
<S> <C>
MARCH 31, SEPTEMBER 30,
1998 1997
----------- --------
(UNAUDITED)
(IN THOUSANDS)
ASSETS
Cash and due from banks...................................................... $ 2,874 $ 2,422
Interest-earning bank balances............................................... 118,431 2,203
---------- ----------
Cash and cash equivalents.................................................... 121,305 4,625
Investment securities available-for-sale, at fair market..................... 12,925 8,248
Investment securities held-to-maturity, at amortized cost.................... 7,085 10,407
Mortgage-backed securities held-to-maturity, at amortized cost............... 8,172 10,087
Loans, net................................................................... 136,196 134,491
Premises and equipment, net.................................................. 2,220 2,139
Accrued interest receivable.................................................. 842 981
Federal Home Loan Bank stock................................................. 1,276 1,276
Other assets................................................................. 1,244 1,216
---------- ----------
Total assets.............................................................. $ 291,265 $ 173,470
========== ==========
LIABILITIES AND EQUITY
Deposits .................................................................... $ 263,588 $ 145,444
Advances from borrowers for taxes and insurance.............................. 449 1,042
Advances from Federal Home Loan Bank......................................... 3,500 3,500
Other liabilities............................................................ 1,801 2,616
---------- ----------
Total liabilities......................................................... 269,338 152,602
Retained earnings (substantially restricted)................................. 20,575 19,769
Unrealized gain on securities available-for-sale, net of tax................. 1,352 1,099
---------- ----------
Total equity.............................................................. 21,927 20,868
---------- ----------
Total liabilities and equity................................................. $ 291,265 $ 173,470
========== ==========
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
<S><C>
THREE MONTHS SIX MONTHS
ENDED MARCH 31, ENDED MARCH 31,
----------------- -----------------
1998 1997 1998 1997
---- ---- ---- ----
(IN THOUSANDS)
INTEREST INCOME
Loans .................................................... $ 2,723 $ 2,371 $ 5,474 $ 5,027
Investment securities....................................... 542 560 904 869
Mortgage-backed and related securities...................... 145 202 309 418
-------- -------- -------- -------
Total interest income..................................... 3,410 3,133 6,687 6,314
INTEREST EXPENSE
Deposits.................................................... 1,781 1,695 3,467 3,431
Borrowed funds.............................................. 56 25 107 59
-------- -------- -------- -------
Total interest expense.................................... 1,837 1,720 3,574 3,490
-------- -------- -------- -------
Net interest income......................................... 1,573 1,413 3,113 2,824
Provision for loan losses................................... 75 59 150 118
-------- -------- -------- -------
Net interest income after provision for loan losses....... 1,498 1,354 2,963 2,706
NONINTEREST INCOME
Service charges on deposit accounts......................... 77 59 136 114
Gain on sale of securities.................................. 105 -- 185 51
Gain on sale of real estate owned........................... -- -- -- 102
Other income................................................ 91 57 114 137
-------- -------- -------- -------
Total noninterest income.................................. 273 116 435 404
NONINTEREST EXPENSE
Compensation and benefits................................... 611 531 1,224 1,088
Occupancy and equipment expense............................. 119 106 213 213
Other expenses.............................................. 381 249 704 593
-------- -------- -------- -------
Total noninterest expense................................. 1,111 886 2,141 1,894
Income before income taxes.................................. 660 584 1,257 1,216
Provision for income taxes.................................. 232 243 451 501
-------- -------- -------- -------
Net income.................................................. $ 428 $ 341 $ 806 $ 715
======== ======== ======== =======
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
<S><C>
SIX MONTHS ENDED
MARCH 31,
---------------------
1998 1997
----------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................................................ $ 806 $ 715
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses..................................................... 150 118
Depreciation.................................................................. 158 130
Gain on sale of investment securities......................................... (185) (51)
Decrease (increase) in other assets........................................... (94) (292)
Increase (decrease) in other liabilities...................................... (626) (541)
---------- ----------
Net cash provided by operating activities................................... 209 79
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net increase in loans made to customers........................................... (1,841) 679
Proceeds from sale of investment securities....................................... 2,128 108
Proceeds from maturities of investment securities................................. 5,200 4,152
Purchases of investments.......................................................... (8,268) (3,300)
Maturities and prepayments of mortgage-backed securities.......................... 1,937 1,339
Net cash flows from other investing activities.................................... (237) (62)
---------- ----------
Net cash provided by (used in) investment activities........................ (1,081) 2,916
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits............................................... 118,145 1,183
Net increase (decrease) in borrowed money......................................... -- (2,250)
Increase (decrease) in advances from borrowers for insurance and taxes............ (594) (306)
---------- ----------
Net cash provided by (used in) financing activities......................... 117,551 (1,373)
---------- -----------
Net increase (decrease) in cash and cash equivalents................................ 116,679 1,622
Cash and cash equivalents at beginning of period.................................... 4,626 2,164
---------- ----------
Cash and cash equivalents at end of period.......................................... $ 121,305 $ 3,786
========== ==========
</TABLE>
3
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 six month periods ended March 31, 1998 and 1997, in conformity with
generally accepted accounting principles. The financial statements include the
accounts of Gaston Federal Bank and its wholly-owned subsidiary Gaston Financial
Services, Inc. Operating results for the three and six month periods ended March
31, 1998 are not necessarily indicative of the results that may be expected for
the fiscal year ending September 30, 1998.
The organization and business of the Bank, accounting policies
followed and other information are contained in the notes to the consolidated
financial statements of the Bank as of and for the years ended September 30,
1997 and 1996, filed as part of the Company's registration statement on Form
SB-2. These consolidated financial statements should be read in conjuction with
the annual consolidated financial statements.
NOTE B - PLAN OF CONVERSION
On July 14, 1997, the Board of Directors of Gaston Federal Savings and
Loan Association (now known as "Gaston Federal Bank" or the "Bank") adopted the
Gaston Federal Savings and Loan Association Plan of Reorganization from Mutual
Savings Association to Mutual Holding Company and Stock Issuance Plan (the "Plan
of Reorganization"). Pursuant to the Plan of Reorganization, on April 9, 1998
the Bank converted from a federally chartered mutual savings and loan
association to a federally chartered stock savings bank and became the
wholly-owned subsidiary of Gaston Federal Bancorp, Inc. (the "Company"), a
Federal corporation (the "Reorganization"). The Company was incorporated on
March 18, 1998, to serve as the Bank's holding company, and prior to April 9,
1998 had no operations and insignificant assets and liabilities. In addition,
pursuant to the Plan of Reorganization, the Company sold 2,113,550 shares of its
common stock to the Bank's customers for $10.00 per share (the "Offering"), and
issued 2,383,145 shares of its common stock to Gaston Federal Holdings, MHC (the
"Mutual Holding Company"), a federal mutual holding company formed as part of
the Reorganization. At the conclusion of the Offering, the Mutual Holding
Company owned 53.0% of the Company's outstanding shares of common stock and
purchasers in the Offering owned 47.0%. Gross proceeds of the Offering totaled
$21,133,550, expenses totaled approximately $873,000, and purchases by the
Bank's employee stock ownership plan formed in connection with the Offering
totaled $1,690,684. The Company had insignificant assets and liabilities until
the completion of the Reorganization and Offering on April 9, 1998, and,
accordingly, the financial information presented herein, including consolidated
financial statements and related data, relates only to the Bank and its
subsidiary.
4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Gaston Federal Bancorp, Inc. (the "Company") was incorporated on March
18, 1998, in connection with the mutual holding company reorganization
of Gaston Federal Bank (the "Bank"). In the Reorganization, the Bank converted
from the mutual to the stock form of organization and became the wholly owned
subsidiary of the Company. In connection with the Reorganization, the Company
sold 2,113,550 shares of its common stock to the Bank's customers for $10.00 per
share (the "Offering"), and issued 2,383,145 shares of its common stock to
Gaston Federal Holdings, MHC, a federal mutual holding company formed as part of
the Reorganization. The net proceeds of the Offering were $18.5 million. The
Company had insignificant assets and liabilities until the completion of the
Reorganization and Offering on April 9, 1998, and, accordingly, the financial
information presented herein, including consolidated financial statements and
related data, relates only to the Bank and its subsidiary.
COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 1998 AND SEPTEMBER 30, 1997
ASSETS. Total assets of the Bank increased by $117.8 million, or 67.9%,
from $173.5 million as of September 30, 1997, to $291.3 million as of March 31,
1998. The primary reason for the change was the receipt of subscriptions
totaling $127.9 million in the Offering. The total subscriptions included $13.8
million that was authorized to be withdrawn from existing deposit accounts by
the holders of such accounts, $112.4 million of subscriptions that were
deposited by the Bank into an interest-earning overnight account with the
Federal Home Loan Bank of Atlanta, and $1.7 million of subscriptions from the
Bank's Employee Stock Ownership Plan (the "ESOP"). The Company accepted
subscriptions totaling $21.1 million and refunded excess funds on or about April
10, 1998. Net proceeds of the Offering totaled $18.5 million (excluding the $1.7
million purchased by the Bank's ESOP).
Investment securities increased by $1.3 million, or 7.0%, to $19.9
million as of March 31, 1998. At March 31, 1998, $12.9 million of the Bank's
investment securities were classified as available-for-sale, and $7.0 million of
the Bank's investment securities were classified as held-to-maturity.
Mortgage-backed securities decreased $1.9 million, or 19.0%, to $8.2 million as
of March 31, 1998. This decrease was primarily due to maturities and principal
repayments. All mortgage-backed securities were classified as held-to-maturity.
The balances of investment securities and mortgage-backed securities are
expected to increase in the short-term as the funds received from the stock
conversion are reinvested from lower-yielding interest-earning bank balances to
higher-yielding investment securities and mortgage-backed securities.
Loans receivable, net, increased by $1.7 million, or 1.3%,from $134.5
million as of September 30, 1997, to $136.2 million as of March 31, 1998.
Management's strategy is to grow its mortgage and non-mortgage loan portfolios
in a safe and sound manner.
LIABILITIES. Total liabilities increased by $116.7 million, or 76.5%,
from $152.6 million as of September 30, 1997, to $269.3 million as of March 31,
1998. The primary reason for the change was a $118.1 million increase in total
deposits from $145.4 million as of September 30, 1997, to $263.6 million as of
March 31, 1998. This increase was primarily due to $112.4 million of
subscription funds in the Offering that were held in an interest-bearing escrow
account at the Bank. The $18.5 million in net Offering proceeds were transferred
to the common stock of the Company effective April 9, 1998.
5
<PAGE>
Borrowed money remained unchanged at $3.5 million as of March 31, 1998.
Management believes that the Bank may increase its borrowed funds in the future
in order to leverage effectively the additional capital raised in the stock
offering.
EQUITY. Total equity increased by $1.0 million, or 5.0%, from $20.9
million as of September 30, 1997, to $21.9 million as of March 31, 1998. This
increase was primarily due to $806,000 in current period earnings during the six
month period ended March 31, 1998, and a $253,000 increase in the unrealized
gain on securities classified as available-for-sale.
The Company's equity was increased substantially on April 9, 1998 as a
result of the Offering, which raised approximately $21.1 million in gross
proceeds. Of this amount, $1.7 million was used to fund a loan to the Bank's
Employee Stock Ownership Plan ("ESOP") and approximately $873,000 was used to
cover expenses associated with Reorganization and Offering. As a result, the
Company's equity was favorably affected by $18.5 million as a result of
Offering.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997
AND 1998
GENERALLY. Net income for the Bank for the three months ended March 31,
1998, amounted to $428,000 as compared to $341,000 for the three months ended
March 31, 1997. This represents an increase of $87,000, or 25.5%.
NET INTEREST INCOME. Net interest income amounted to $1.6 million for
the three months ended March 31, 1998, as compared to $1.4 million for the three
months ended March 31, 1997. This represents an increase of $160,000, or 11.3%.
This increase was due to a $277,000 increase in total interest income, which was
partially offset by a $117,000 increase in interest expense. Interest income
increased as a result of an increase in the amount of interest-earning assets.
The increase in interest expense was due to an increase in the amount of
deposits. For the three month period ended March 31, 1998, total interest income
amounted to $3.4 million, while total interest expense amounted to $1.8 million.
For the three month period ended March 31, 1997, total interest income amounted
to $3.1 million, while total interest expense amounted to $1.7 million. Net
interest income is expected to increase as a result of the additional capital
raised in the stock conversion.
PROVISION FOR LOAN LOSSES. The provision for loan losses amounted to
$75,000 for the three months ended March 31, 1998, as compared to $59,000 for
the three month period ended March 31, 1997. This represents an increase of
$16,000, or 27.1%. The provision for loan losses is expected to increase in
relation to the increase of the loan portfolio.
NONINTEREST INCOME. Total noninterest income amounted to $273,000 for
the three months ended March 31, 1998, as compared to $116,000 for the three
months ended March 31, 1997. This represents an increase of $157,000, or 135.3%.
This increase was primarily due to a $105,000 gain on sale of investments during
the three month period ended March 31, 1998, and additional fee income derived
from loan and deposit products. The gain on sale of investments is a
non-recurring item.
NONINTEREST EXPENSE. Total noninterest expense amounted to $1.1 million
for the three months ended March 31, 1998, as compared to $886,000 for the three
months ended March 31, 1997. This represents an increase of $225,000 or 25.4%.
This increase was primarily due to an increase in the number of personnel,
additional expenses associated with the Bank's new ATM and debit card programs
and expenses associated with changing the Bank's name.
6
<PAGE>
INCOME TAXES. Income taxes amounted to $232,000 for the three month
period ended March 31, 1998, as compared to $243,000 for the three month period
ended March 31, 1997. This represents a decrease of $11,000, or 4.5%. This
decrease was primarily due to a higher portion of interest income being derived
from investments that are exempt from state income taxes.
COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 1997
AND 1998
Net income for the six months ended March 31, 1998, amounted to
$806,000 as compared to $715,000 for the six months ended March 31, 1997. This
represents an increase of $91,000, or 12.7%.
NET INTEREST INCOME. Net interest income amounted to $3.1 million for
the six months ended March 31, 1998, as compared to $2.8 million for the six
months ended March 31, 1997. This represents an increase of $289,000, or 10.2%.
This increase was due to a $373,000 increase in total interest income, which was
partially offset by a $84,000 increase in interest expense. This increase was
due to an increase in the amount of interest-earning assets. The increase in
interest expense was due to the increase in the amount of deposits. For the six
month period ended March 31, 1998, total interest income amounted to $6.7
million, while total interest expense amounted to $3.6 million. For the six
month period ended March 31, 1997, total interest income amounted to $6.3
million, while total interest expense amounted to $3.5 million. Net interest
income is expected to increase as a result of the additional capital raised in
the Offering.
PROVISION FOR LOAN LOSSES. The provision for loan losses amounted to
$150,000 for the six months ended March 31, 1998, as compared to $118,000 for
the six month period ended March 31, 1997. This represents an increase of
$32,000, or 27.1%. The provision for loan losses is expected to increase in
relation to the increase of the loan portfolio.
NONINTEREST INCOME. Total noninterest income amounted to $435,000 for
the six months ended March 31, 1998, as compared to $404,000 for the six months
ended March 31, 1997. This represents an increase of $31,000, or 7.7%. This
increase included $134,000 in additional gains on sales of investments during
the six month period ended March 31, 1998. The six month period ended March 31,
1997, included a $102,000 gain on sale of real estate owned. The gains on sales
of investments and real estate owned are non-recurring items.
NONINTEREST EXPENSE. Total noninterest expense amounted to $2.1 million
for the six months ended March 31, 1998, as compared to $1.9 million for the six
months ended March 31, 1997. This represents an increase of $247,000 or 13.0%.
This increase was primarily due to an increase in the number of personnel,
expenses associated with the Bank's new ATM and debit card programs and expenses
associated with changing the Bank's name.
INCOME TAXES. Income taxes amounted to $451,000 for the six month
period ended March 31, 1998, as compared to $501,000 for the six month period
ended March 31, 1997. This represents a decrease of $50,000, or 10.0%. This
decrease was primarily due to a higher portion of interest income being derived
from investments that are exempt from state income taxes.
LIQUIDITY AND CAPITAL RESOURCES
The objective of the Bank'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
7
<PAGE>
management addresses the Bank'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 Bank'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 Federal Home Loan Bank of Atlanta.
The Bank 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 bank maintain
liquid assets of not less that 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, 1998, the Bank's liquidity, as measured for
regulatory purposes, was 58.0%, or $78.6 million in excess of the minimum OTS
requirement.
The Bank is subject to various regulatory capital requirements
administered by the banking regulatory agencies. Failure to meet minimum capital
requirements can initiate certain mandatory and possibly discretionary actions
by the regulators that, if undertaken, could have a direct material effect on
the Bank's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of the Bank's assets,
liabilities, and certain off-balance sheet items as calculated under regulatory
accounting practices. The Bank's capital amounts and classifications are subject
to qualitative judgments by the regulators about components, risk-weightings,
and other factors. As March 31, 1998, Gaston Federal's level of capital
substantially exceeded all applicable regulatory requirements.
THE YEAR 2000
At the turn of the century, computer-based information systems will be
faced with problems potentially affecting hardware, software, networks,
processing platforms, as well as customer and vendor interdependencies. The Bank
has established a committee and is in the process of assessing the effect of
Year 2000 on the Bank's operating plans and systems. The Bank is developing a
plan for identifying, renovating, testing, and implementing its systems for Year
2000 processing and internal control. The cost for becoming Year 2000 compliant
has not yet been determined; however, management believes that the effect will
not be material to the Bank's financial statements.
PART II. OTHER INFORMATION
LEGAL PROCEEDINGS
There are various claims and lawsuits in which the Bank is periodically
involved incidental to the Bank's business. In the opinion of management, no
material loss is expected from any of such pending claims or lawsuits.
CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable.
8
<PAGE>
DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no meetings of the Company's stockholders during the fiscal
quarter ended March 31, 1998. The Bank's mutual savings and loan association
predecessor held a special meeting of the members on March 19, 1998, at which
the Bank's members approved the Plan Reorganization. At the special meeting
there were 1,316,383 votes eligible to be cast by the Bank's members, 882,273
votes cast in favor of the Plan of Reorganization, and 14,412 votes cast against
the Plan of Reorganization.
EXHIBITS AND REPORT ON FORM 8-K.
No Form 8-K reports were filed during the quarter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed by the undersigned
thereunto duly authorized.
GASTON FEDERAL BANCORP, INC.
Date: May 13, 1998 By: /s/ Kim S. Price
----------------
Kim S. Price
President and Chief Executive Officer
Date: May 13, 1998 By: /s/ Gary F. Hoskins
-------------------
Gary F. Hoskins
Treasurer and Chief Financial Officer
9
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Sep-30-1998
<PERIOD-START> Oct-01-1997
<PERIOD-END> Mar-31-1998
<CASH> 2,874
<INT-BEARING-DEPOSITS> 118,431
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 12,925
<INVESTMENTS-CARRYING> 15,257
<INVESTMENTS-MARKET> 15,066
<LOANS> 136,196
<ALLOWANCE> 1,261
<TOTAL-ASSETS> 291,265
<DEPOSITS> 263,588
<SHORT-TERM> 1,500
<LIABILITIES-OTHER> 2,250
<LONG-TERM> 2,000
0
0
<COMMON> 0
<OTHER-SE> 21,927
<TOTAL-LIABILITIES-AND-EQUITY> 291,265
<INTEREST-LOAN> 5,474
<INTEREST-INVEST> 904
<INTEREST-OTHER> 309
<INTEREST-TOTAL> 6,687
<INTEREST-DEPOSIT> 3,467
<INTEREST-EXPENSE> 3,574
<INTEREST-INCOME-NET> 3,113
<LOAN-LOSSES> 150
<SECURITIES-GAINS> 185
<EXPENSE-OTHER> 2,141
<INCOME-PRETAX> 1,257
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 806
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 3.4
<LOANS-NON> 694
<LOANS-PAST> 0
<LOANS-TROUBLED> 247
<LOANS-PROBLEM> 456
<ALLOWANCE-OPEN> 1,110
<CHARGE-OFFS> 3
<RECOVERIES> 4
<ALLOWANCE-CLOSE> 1,261
<ALLOWANCE-DOMESTIC> 1,261
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
