SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20552
----------------------
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 September 30, 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 0-23645
LEEDS FEDERAL BANKSHARES, INC
-----------------------------
(Exact name of registrant as specified in its charter)
UNITED STATES 52-2062351
------------- ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
1101 Maiden Choice Lane, Baltimore, Maryland 21229
--------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: 410-242-1234
------------
--------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
Indicated by a 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 [X] No [ ]
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 5,195,597 shares
of the Registrant's common stock outstanding as of September 30, 1998.
<PAGE>
LEEDS FEDERAL BANKSHARES, INC
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of
September 30, 1998 (unaudited), and June 30, 1998 .................. 1
Consolidated Statements of Income and Comprehensive Income (unaudited)
for the three months ended September 30,1998 and 1997 .............. 2
Consolidated Statements of Cash Flows (unaudited) for the three months
ended September 30, 1998 and 1997 .................................. 3
Notes to Consolidated Financial Statements (unaudited) ............... 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ........................ 6
PART II. OTHER INFORMATION ............................................... 9
<PAGE>
PART I. FINANCIAL INFORMATION
- -----------------------------
Item 1. Financial Statements
LEEDS FEDERAL BANKSHARES,INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
Sep 30, June 30,
1998 1998
----------- --------
(unaudited)
Assets
- ------
Cash:
On hand and due from banks ..................... $ 1,423,801 1,769,493
Interest-bearing deposits ...................... 12,078,489 11,906,061
Short term investments ........................... 16,549,328 4,776,681
Secured short-term loans to commercial banks ..... 7,389,723 18,405,234
Investment securities, net (held to maturity) .... 40,577,377 40,669,525
Investment securities, net (available for sale) .. 5,900,733 8,034,695
Mortgage backed securities, net (held to maturity) 14,897,138 16,514,383
Loans receivable, net ............................ 194,884,975 190,965,595
Investment in Federal Home Loan Bank of Atlanta
stock, at cost ................................. 2,377,200 2,377,200
Property and equipment, net ...................... 855,154 851,265
Cash surrender value of life insurance ........... 6,205,613 6,132,929
Prepaid expenses and other assets ................ 331,223 333,630
------------ -----------
$303,470,754 302,736,691
------------ -----------
Liabilities and Stockholders' Equity
- ------------------------------------
Savings accounts ................................. $248,892,114 245,269,602
Borrowed funds-Employee Stock Ownership Plan ..... 552,000 552,000
Advance payments by borrowers for taxes, insurance
and ground rents ............................... 1,193,096 5,006,020
Federal and state income taxes:
Currently payable .............................. 598,855 133,676
Deferred ....................................... 1,370,315 1,296,001
Accrued expenses and other liabilities ........... 1,229,863 1,171,882
------------ -----------
Total Liabilities ............................ 253,836,243 253,429,181
------------ -----------
Stockholders' Equity:
Common Stock $1 par value:
20,000,000 shares authorized:
issued and outstanding 5,195,597 shares ........ 5,195,597 5,195,597
Additional paid in capital ....................... 9,298,133 9,258,917
Employee stock ownership plan .................... (462,745) (487,891)
Management recognition plan ...................... (4,851) (11,907)
Treasury stock, at cost, 70,939 and 39,205 shares (1,319,050) (772,430)
Retained income, substantially restricted ........ 34,833,518 34,162,743
Accumulated other comprehensive income ........... 2,093,909 1,962,481
------------ -----------
Total Stockholders' Equity ................... 49,634,511 49,307,510
------------ -----------
$303,470,754 302,736,691
------------ -----------
See accompanying notes to consolidated financial statements
-1-
<PAGE>
LEEDS FEDERAL BANKSHARES, INC
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
Three Months Ended
September 30
----------------------
1998 1997
---------- ----------
Interest Income:
First mortgage and other loans ....................... $3,703,894 $3,326,637
Mortgage-backed securities ........................... 277,088 397,178
Investment securities and short-term investments ..... 1,285,630 1,305,982
---------- ----------
Total interest income .............................. 5,266,612 5,029,797
---------- ----------
Interest expense:
Savings accounts ..................................... 3,185,659 2,973,703
Other ................................................ 12,223 14,735
---------- ----------
Total interest expense ............................. 3,197,882 2,988,438
---------- ----------
Net interest income ................................ 2,068,730 2,041,359
Provision for loan losses ............................ 29,306 2,840
---------- ----------
Net interest income after provision for loan losses 2,039,424 2,038,519
---------- ----------
Noninterest income:
Service fees and charges ............................. 34,335 37,726
Other ................................................ 73,108 33,996
---------- ----------
107,443 71,722
---------- ----------
Noninterest expense:
Compensation and employee benefits ................... 399,507 431,121
Occupancy ............................................ 53,896 49,565
SAIF deposit insurance premiums ...................... 56,713 55,154
Advertising .......................................... 30,764 56,124
Other ................................................ 168,921 151,788
---------- ----------
709,801 743,752
---------- ----------
Income before provision for income taxes ............. 1,437,066 1,366,489
Provision for income taxes ............................. 513,896 501,931
---------- ----------
Net Income ......................................... 923,170 864,558
---------- ----------
Changes in accumulated other comprehensive income:
Unrealized gains on securities available for sale, net 131,428 36,293
---------- ----------
Comprehensive income ............................... $1,054,598 900,851
---------- ----------
Net income per share of common stock
Basic ................................................ $ .18 $ .17
Diluted .............................................. $ .18 $ .17
See accompanying notes to consolidated financial statements
-2-
<PAGE>
LEEDS FEDERAL BANKSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended September 30, 1998 and 1997
(unaudited)
<TABLE>
<CAPTION>
1998 1997
------------ ---------- ----
<S> <C> <C>
Cash flows from operating activities:
Net Income
Adjustments to reconcile net income to net cash provided by $ 923,170 864,558
operating activities:
Amortization of loan fees, premiums and discounts, net . (24,512) (11,660)
Provision for loan losses .............................. 29,306 2,840
Accretion of premiums(discounts) on investments
securities and mortgage-backed securities, net ....... 666 (3,274)
Depreciation ........................................... 33,035 35,784
Non-cash compensation under stock based benefit plans .. 71,418 81,249
(Increase) decrease in accrued interest receiveable
on securities and loans receiveable .................. 237,781 (59,231)
Increase in income taxes currently payable ............. 465,179 183,069
Increase in accrued expenses and other liabilities ..... 57,981 83,586
Increase in unearned loan fees ......................... 20,542 25,731
(Increase) decrease in prepaid expenses and other assets 2,407 (58,004)
------------ ----------
Net cash provided by operating activities .......... 1,816,973 1,144,648
------------ ----------
Cash flows from investing activities:
Purchase of investment securities held to maturity ......... (17,187,441) (1,784,506)
Purchase of securities available for sale .................. 0 (975,000)
Maturity of investment securities held to maturity ......... 17,200,000 3,668,293
Maturity of securities available for sale .................. 2,200,000 0
Loan disbursements, net of repayments ...................... (3,955,160) (3,789,205)
Mortgage-backed securities held to maturity
principal repayments ..................................... 1,608,535 1,308,802
Purchases of property and equipment ........................ (36,924) (53,680)
Investment in life insurance policies ...................... (72,684) (33,666)
------------ ----------
Net cash used in investing activities .............. $ (243,674) (1,658,962)
------------ ----------
Cash flows from financing activities:
Net increase in savings accounts ........................... 3,622,512 1,118,197
Decrease in advance payments by borrowers for taxes,
insurance and ground rents ............................... (3,812,924) (3,705,739)
Payment of dividends ....................................... (252,395) (234,250)
Purchase of treasury stock ................................. (546,620) 0
Repayment of borrowed funds ................................ 0 (24,000)
------------ ----------
Net cash used in financing activities .............. (989,427) (2,845,792)
------------ ----------
Net increase (decrease) in cash and cash equivalents ......... 583,872 (3,360,106)
Cash and cash equivalents at beginning of period ............. 36,857,469 31,306,699
------------ ----------
Cash and cash equivalents at end of period ................... $ 37,441,341 27,946,593
------------ ----------
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
LEEDS FEDERAL BANKSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1998
(Unaudited)
(1) Basis of Presentation
The consolidated financial statements include the accounts of Leeds Federal
Bankshares, Inc. (the Company) and its wholly owned subsidiary, Leeds Federal
Savings Bank. Leeds Investment Corporation (the Subsidiary), is a wholly owned
subsidiary of Leeds Federal Savings Bank (collectively, the Bank). Adjustments,
consisting of normal recurring adjustments, which, in the opinion of management
are necessary for a fair presentation of financial position and results of
operations have been recorded. The financial statements have been prepared using
the accounting policies described in the June 30, 1998 Annual Financial
Statements. The results of operations for the three months ended September 30,
1998, are not necessarily indicative of the results that may be expected for the
entire year.
In preparing the consolidated financial statements, management is required
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the statements of financial condition and income
and expenses for the period. Actual results could differ significantly from
those estimates.
(2) Net Income per Share of Common Stock
Basic EPS is calculated by dividing net income by the weighted average
number of common shares outstanding for the applicable period. Diluted EPS is
calculated after adjusting the numerator and the denominator of the basic EPS
calculation for the effect of all dilutive potential common shares outstanding
during the period. Information related to the calculation of net income per
share of common stock is summarized as follows:
<TABLE>
<CAPTION>
Three Months Three Months
Ended September 30, Ended September 30,
1998 1997
----------------------- -----------------------
Basic Diluted Basic Diluted
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Income .......................... $ 923,170 $ 923,170 $ 864,558 $ 864,558
Dividends on unvested common stock .. (2,016) (933) (3,658) (1,765)
---------- ---------- ---------- ----------
Adjusted net income used in EPS
calculations ...................... $ 921,154 $ 922,237 $ 860,900 $ 862,793
---------- ---------- ---------- ----------
Weighted average shares outstanding . 5,058,038 5,058,038 5,068,614 5,068,613
Dilutive securities:
Options ........................... -- 79,895 -- 76,949
Unvested common stock awards ...... -- 7,739 -- 14,906
---------- ---------- ---------- ----------
Adjusted weighted-average shares used
in EPS computation ................ 5,058,038 5,145,672 5,068,614 5,160,468
---------- ---------- ---------- ----------
</TABLE>
-4-
<PAGE>
(3) Dividends on Common Stock
On September 9, 1998, the Company declared a quarterly cash dividend of
$.14 per share. The dividends were payable to stockholders of record as of
September 30, 1998 and were paid on October 21, 1998. Leeds Federal Bankshares,
M.H.C. (the MHC), which owns 3,300,000 shares of stock in the Company, waived
receipt of its quarterly dividend, thereby reducing the actual dividend payout
to approximately $253,300. The dollar amount of dividends waived by the MHC is
considered as a restriction on the retained earnings of the Company. The amount
of any dividend waived by the MHC shall be available for declarations a dividend
solely to the MHC. At September 30, 1998, the cumulative amount of such waived
dividends was $6,395,400.
(4) Impact of New Accounting Standards
In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. SFAS no. 133 requires that an entity
reorganize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. It is effective
for all fiscal quarters or fiscal years beginning after June 15, 1999. Initial
application of this Statement should be as of the beginning of an entity's
fiscal quarter on that date, hedging relationships must be designated anew and
documented pursuant to the provisions of SFAS no. 133. Earlier application is
encouraged, but is permitted only as of the beginning of any fiscal quarter that
begins after issuance of SFAS No. 133. It should not be applied retroactively to
financial statements of prior periods. Management has not determined when it
will adopt the provisions of SFAS No. 133 but believes that it will not have a
material effect on the Company's financial position or results of operations.
-5-
<PAGE>
LEEDS FEDERAL BANKSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
- --------------------------
In addition to historical information, this Quarterly Report may contain
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. Readers shouldn't place
undue reliance on these forward-looking statements, as they reflect management's
analysis as of the date of this report. The Company has no obligation to update
or revise these forward-looking statements to reflect events or circumstances
that occur after the date of this report. Readers should carefully review other
documents the Company files from time to time with the Securities and Exchange
Commission, including current reports filed on Form 8-K.
Discussion of Financial Condition Changes from June 30, 1998 to
September 30, 1998
- ---------------------------------------------------------------
Cash on hand and due from banks, interest bearing deposits, other liquid
investments and investment securities totaled approximately $86.3 million, a
decrease of approximately $1.6 million, or 1.8%, from June 30, 1998 levels.
Mortgage-backed securities totaled $14.9 million, a decrease of $1.6 million,
due to repayments of principal. Loans receivable totaled $194.9 million, an
increase of $3.9 million, or 2.0%, reflecting increased lending activity. The
decreases in cash items and mortgage-backed securities were used to fund the
increase in loans receivable.
Deposits increased approximately $3.6 million, to a total of $248.9 million
at September 30, 1998. Such increase was primarily attributable to the general
market interest rate trends. The Company has offered savings rates that are
competitive with other banks. However, it has not relied on brokered funds or
negotiated jumbo certificates to maintain deposit levels.
The Company is subject to capital standards which generally require the
maintenance of regulatory capital sufficient to meet each of three tests,
hereinafter described as the tangible capital requirement, the core capital
requirement and the risk-based capital requirement. At September 30, 1998, the
Bank had tangible capital of $47.5 million, or 15.8% of total adjusted assets,
which was $43.0 million in excess of the requirement of minimum tangible capital
of $4.5 million, or 1.5% of total adjusted assets; core capital of $47.5
million, or 15.8% of total adjusted assets, which was $38.5 million in excess of
the requirement of minimum core capital of $9.0 million, or 3.0% of total
adjusted assets; and risk-based capital of $48.3 million, or 31.0% of risk
weighted assets, which was $35.8 million in excess of the requirement of a
minimum risk-based capital of 8% of risk weighted assets.
Comparison of Operating Results for Three Month Periods Ended
September 30, 1998 and 1997
- -------------------------------------------------------------
General
- -------
The Company's net income for the three months ended September 30, 1998,
totaled $923,000, an increase of $58,000, or 6.7% as compared to $865,000 for
the three months ended September 30, 1997. Such increase was due principally to
small increases in net interest income and noninterest income and a small
decrease in noninterest expenses, which was partially offset by an increase in
provision for loan losses.
-6-
<PAGE>
Net Interest Income
- -------------------
Interest income on loans increased by $377,000, or 11.4%, to $3.7 million
for the three months ended September 30, 1998, compared to $3.3 million for the
three months ended September 30, 1997, as a result of total average loans
increasing $16.7 million to $192.7 million for the current quarter compared to
$176.0 for the same quarter last year. The increase in average loans reflected
increased loan demand. Yield on average loans increased to 7.7% for the three
months ended September 30, 1998, from 7.6% for the same period last year. Funds
principally from an increase in average saving deposits and a decrease in
mortgage-backed securities were used to fund the increase in average loans.
Interest income on mortgage-backed securities decreased by $120,000 due
principally to a decrease in average balance of mortgage-backed securities to
$15.7 million from $21.7 million at September 30, 1997. Average yield on
mortgage backed securities decreased to 7.1%, from 7.3%. The decrease in the
average balance of mortgage-backed securities was attributable to principal
repayments.
Interest income on investment securities and short-term investments
("Investments") remained relatively unchanged at $1.3 million for the three
months ended September 30, 1998, and 1997. Average yield of Investments
decreased to 6.1%, from 6.3%. The decrease in average yields was the result of a
general market decrease in interest rates on short term investments.
Total interest expense increased by approximately $209,000, during the
quarter ended September 30, 1998 to $3.2 million from $3.0 million for the
quarter ended September 30, 1997. This increase was the result of an increase in
average balances of interest-bearing liabilities outstanding to $247.6 million
from $233.9 million and by an increase in the average rate paid on deposits to
5.2% from 5.1%. The increase in average balances of interest-bearing liabilities
was a result of general market conditions.
As a result of the foregoing changes, interest income increased by a
greater amount than to interest expense resulting in an increase in net interest
income of $27,000, to $2.1 million during the three months ended September 30,
1998, as compared to $2.0 million during the three months ended September 30,
1997.
Provision for Loan Losses
- -------------------------
The Company provided $29,000 for loan losses for the three months ended
September 30, 1998, and $3,000 for the three month period ended September
30,1997. Based on management's review and analysis, the allowance for loan
losses as of September 30, 1998, is considered adequate.
Noninterest Income
- ------------------
Noninterest income increased by approximately $35,000 to $107,000 during
the three months ended September 30, 1998, as compared to $72,000 during the
three months ended September 30, 1997. The increase was primarily the result of
increases in income from life insurance contracts.
Noninterest Expense
- -------------------
Noninterest expense for the three months ended September 30, 1998,
decreased by approximately $34,000, to $710,000 compared to $744,000 for the
three months ended September 30, 1997. Such decrease was due to small decreases
in compensation and employee benefits, principally reduced ESOP costs, and
advertising, partially offset by an increase in other noninterest expenses.
Provision for Income Taxes
- --------------------------
The effective income tax rate for the three months ended September 30,
1998, was 35.8%, compared to 36.7% for the three months ended September 30,
1997. The decrease was due to increased state tax-free investments.
-7-
<PAGE>
Classified Loans
- ----------------
As of September 30, 1998, the Company had a $2.5 million loan which matured
in June, 1998, and has not been repaid. The borrower has paid all interest due
on the loan through October, 31, 1998. The borrower has informed the Company
that it has received a lender's commitment to refinance the loan, although there
can be no assurance that such refinancing will be obtained. Management also
obtained a current appraisal, and based in part on such appraisal, management
believes the Company will not incur a material loss on this loan.
Liquidity
- ---------
The Company is required to maintain levels of liquid assets as defined by
OTS regulations. This requirement, which varies from time to time (currently set
at 4%) depending upon economic conditions and deposit flows, is based upon a
percentage of deposits and short-term borrowings. The Company's liquidity ratio
averaged 38.76% during the quarter ended September 30, 1998, and equaled 38.30%
at September 30, 1998.
Capability of the Company's Data Processing Software and Hardware
to Accommodate the Year 2000
- -----------------------------------------------------------------
The Company relies upon computers for the daily conduct of its business and
for data processing generally. There is concern among industry experts that
commencing on January 1, 2000, computers will be unable to "read" the new year
and there may be widespread computer malfunctions. The Year 2000 issue is the
result of computer programs being written using two digits rather than four to
define the applicable year. Any of the Company's computer programs that would
have date sensitive software may recognize a date during "00" as the year 1900
rather than the year 2000. This could result in a systems failure or
miscalculations causing disruptions of operations. Management has assessed its
electronic systems, programs, applications and other electronic components used
in the operation of the Company. The Company contracts with service bureaus to
provide the majority of its data processing and is dependent upon purchased
application software. Management believes that it has implemented a plan
pursuant to which the progress toward full compliance of its service bureau and
other software vendors will be tracked and tested well in advance of January 1,
2000. The Company has substantially completed end-to-end tests with primary
servicers, which allowed the Company to simulate daily processing on sensitive
century dates, and expects to complete the entire project by December 31, 1998.
The Company is currently developing a contingency plan in the event that
unforseeable external factors disrupt it's normal operations as the year 2000
approaches. There can be no assurance that the Company's contingency plan will
fully mitigate the effects of such potential failures. The Company has contacted
its commercial borrowers and has been informed that they are either compliant or
in process of becoming compliant in connection with the year 2000 issue. As
commercial loans represent less than 2% of the Company's assets, the Company
believes that the effect of the Year 2000 Issue on these borrowers will not have
an adverse effect on the Company in general. The Company has not incurred any
material costs, and management believes that it will incur costs of no more than
$25,000 in connection with the year 2000 issue, although there can be no
assurances in this regard.
Stock Repurchase Plan To Repurchase Up To 275,000 Shares of Common Stock
- ------------------------------------------------------------------------
As of September 30, 1998, the Company has repurchased 70,939 shares of its
common stock in connection with its plan to repurchase up to 275,000 shares, or
approximately 5.3%, of its outstanding shares of common stock as part of its
capital management strategy.
-8-
<PAGE>
PART II. OTHER INFORMATION
- ---------------------------
Legal Proceedings
- -----------------
The Company is not involved in any litigation, or is it aware of any
pending litigation, other than legal proceedings incidental to the Company's
business. In the opinion of management, no material loss is expected from any
such pending claims or lawsuits.
Exhibits and Reports on Form 8-K
- --------------------------------
No Form 8-K reports were filed during the quarter.
-9-
<PAGE>
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.
LEEDS FEDERAL BANKSHARES, INC.
Date: November 9, 1998 By: /s/ Gordon E. Clark
--------------------- -------------------------------------
Gordon E. Clark
President and Chief Executive Officer
Date: November 9, 1998 By: /s/ Kathleen Trumpler
--------------------- -------------------------------------
Kathleen Trumpler
Treasurer and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> SEP-30-1998
<CASH> 1,424
<INT-BEARING-DEPOSITS> 12,078
<FED-FUNDS-SOLD> 7,390
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 5,901
<INVESTMENTS-CARRYING> 74,401
<INVESTMENTS-MARKET> 75,115
<LOANS> 194,885
<ALLOWANCE> 752
<TOTAL-ASSETS> 303,471
<DEPOSITS> 248,892
<SHORT-TERM> 0
<LIABILITIES-OTHER> 4,392
<LONG-TERM> 552
0
0
<COMMON> 5,196
<OTHER-SE> 44,439
<TOTAL-LIABILITIES-AND-EQUITY> 303,471
<INTEREST-LOAN> 0
<INTEREST-INVEST> 1,563
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 5,267
<INTEREST-DEPOSIT> 3,186
<INTEREST-EXPENSE> 3,198
<INTEREST-INCOME-NET> 2,069
<LOAN-LOSSES> 29
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 710
<INCOME-PRETAX> 1,437
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 923
<EPS-PRIMARY> .18
<EPS-DILUTED> .18
<YIELD-ACTUAL> 2.8
<LOANS-NON> 2,721
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 723
<CHARGE-OFFS> 0
<RECOVERIES> 29
<ALLOWANCE-CLOSE> 752
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 752
</TABLE>
