SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] 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: 333-63685
CLARKSTON FINANCIAL CORPORATION
(Exact name of small business issuer as specified in its charter)
MICHIGAN 38-3412321
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15 South Main Street, Clarkston, Michigan 48346
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 625-8585
-----------
Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes __X__ No ______
The number of shares outstanding of each of the issuers classes of common stock,
as of the latest practicable date: 947,800 shares of the Company's Common Stock
(no par value) were outstanding as of May 10, 1999.
Transitional Small Business Disclosure Format (check one): Yes _____ No __X__
-1-
<PAGE>
INDEX
Page
Number(s)
Part I. Financial Information (unaudited):
Item 1.
Consolidated Financial Statements 3-6
Notes to Consolidated Financial Statements 7
Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-14
Part II. Other Information
Item 1.
Legal Proceedings 15
Item 2.
Changes in Securities and Use of Proceeds 15
Item 3.
Defaults Upon Senior Securities 15
Item 4.
Submission of Matters to a Vote of Securities Holders 15
Item 5.
Other Information 15
Item 6.
Exhibits and Reports on Form 8-K 15
Signatures 16
-2-
<PAGE>
Part I Financial Information (unaudited)
CLARKSTON FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
March 31, 1999 (unaudited) and December 31, 1998
(dollars in thousands)
- --------------------------------------------------------------------------------
<TABLE>
March 31, December 31,
1999 1998
------------- -------------
(Unaudited)
ASSETS
<S> <C> <C>
Cash and Cash Equivalents:
Total cash and due from banks $ 282 $ 92
Federal funds sold 3,900 8,350
Certificates of Deposit 1,008 --
----- ---------
Total Cash and Cash Equivalents 5,190 8,442
Marketable securities 6,371 --
Loans, less Loan Loss Reserve:
Total loans 1,430 --
Allowance for loan losses (18) --
----- --------
Net Loans 1,412 --
Net Property and Equipment 344 291
Accrued interest receivable 44 --
Other Assets 10 --
--------- --------
Total Assets $ 13,371 $ 8,733
========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing 1,606 --
Interest-bearing 3,310 --
-------- --------
Total deposits 4,916 --
Accrued Expenses and Other Liabilities 36 126
Shareholders' Equity
Common stock, no par value; 10,000,000
shares authorized, 951,000 shares
issued and outstanding as of March 31,
1999 and December 31, 1998 4,378 4,378
Capital surplus 4,378 4,378
Accumulated deficit (337) (149)
------- --------
Total Shareholder Equity 8,419 8,607
------- --------
Total Liabilities and Shareholders' Equity $13,371 $ 8,733
======= ========
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements
-3-
<PAGE>
CLARKSTON FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
Three months ended March 31, 1999
(dollars in thousands, except per share data)
(unaudited)
- --------------------------------------------------------------------------------
<TABLE>
Three Months
ended
March 31, 1999
(unaudited)
<S> <C>
Interest Income
Loans, including fees $ 7
Securities 58
Federal Funds sold 66
--------
Total interest income 131
Interest Expense
Deposits 25
Other -
Total interest expense 25
Net interest income 106
Provision for loan losses 18
--------
Net interest income after provision for loan losses 88
Noninterest income 6
Noninterest expense
Salaries and benefits 131
Occupancy expense of premises 21
Furniture and equipment expense 20
Computer and data processing expenses 36
Advertising and Public Relations 36
Professional fees 23
Other expense 15
-------
Total noninterest expense 282
Loss before federal income tax (188)
Federal income tax 0
Net loss $ (188)
=======
Basic and diluted loss per share $ 0.20
=======
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
CLARKSTON FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
Three months ended March 31, 1999
(dollars in thousands)
(unaudited)
- --------------------------------------------------------------------------------
<TABLE>
Three Months
ended
March 31, 1999
(Unaudited)
<S> <C>
Cash Flows from Operating Activities
Net loss $ (188)
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Increase in interest receivable (44)
Depreciation and amortization 17
Increase (decrease) in accounts payable (90)
Loan loss provision 18
Increase in prepaid expenses (10)
---------
Total adjustments (109)
Net cash used in operating activities (297)
Cash Flows from Investing Activities:
Increase in loans (1,430)
Increase in securities (6,371)
Equipment expenditures (70)
---------
(7,871)
Cash Flows from Financing Activities:
Increase in deposits 4,916
Net decrease in cash and cash equivalents (3,252)
Cash and cash equivalents at beginning of year 8,442
Cash and cash equivalents at March 31, 1999 $ 5,190
=========
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
-5-
<PAGE>
CLARKSTON FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Three months ended March 31, 1999
(dollars in thousands)
(Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
Total
Common Capital Accumulated Shareholders'
Stock Surplus Deficit Equity
<S> <C> <C> <C> <C>
Balance, December 31, 1998 $4,378 $4,378 $ (149) $8,607
Net income (loss) for three months
ended March 31, 1999 (unaudited) (188) (188)
-------- ------- -------- -------
Balance, March 31, 1999 $4,738 $4,378 ($337) $8,419
======== ======= ========= =======
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
-6-
<PAGE>
CLARKSTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999 (unaudited) and December 31, 1998
- --------------------------------------------------------------------------------
NOTE 1 BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended March 31, 1999, are not necessarily indicative of the results that may be
expected for the year ended December 31, 1999. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's Proxy Statement dated March 5, 1999 containing audited financial
statements for the period from May 18, 1998 (date of inception), through
December 31, 1998.
NOTE 2 COMPUTATION OF EARNINGS PER SHARE
Basic earnings (loss) per share is based on net income (loss) divided by
the weighted average number of shares outstanding during the period.
NOTE 3 PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of
Clarkston Financial Corporation (the "Company), and its wholly-owned subsidiary,
Clarkston State Bank (the "Bank"). All significant intercompany accounts and
transactions have been eliminated in consolidation.
NOTE 4 COMPARATIVE DATA
The Company was incorporated on May 18, 1998, and the Bank opened for
operations on January 4, 1999. Comparable statements of income and cash flows
for the three months ended March 31, 1998, have not been presented since the
Company had not been incorporated and did not have operations during that
period.
-7-
<PAGE>
CLARKSTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999 (unaudited) and December 31, 1998
- --------------------------------------------------------------------------------
NOTE 5 - SECURITIES
The amortized cost and fair values of securities were as follows (dollars in
thousands):
<TABLE>
Available for Sale
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Values
<S> <C> <C> <C> <C>
March 31, 1999 (Unaudited)
Taxable variable rate demand
municipal revenue bonds and
short-term corporate
commercial paper $ 6,371 $ 0 $ 0 $ 6,371
========= ======== ========= =======
</TABLE>
Contractual maturities of debt securities at March 31, 1999, were as follows. No
held-to-maturity securities existed at March 31, 1999. Expected maturities may
differ from contractual maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.
<TABLE>
Available-for-Sale Securities
Amortized Fair
Cost Values
(dollars in thousands)
<S> <C> <C>
Due from 1999 to 2002 $ 6,371 $ 6,371
Due from 2003 to 2007 0 0
---------- ---------
$ 6,371 $ 6,371
========== =========
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
-8-
<PAGE>
CLARKSTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999 (unaudited) and December 31, 1998
- --------------------------------------------------------------------------------
NOTE 6 - LOANS
Loans are as follows (dollars in thousands):
<TABLE>
March 31 December 31,
1999 1998
(Unaudited)
<S> <C> <C>
Commercial $ 338 $ -
Mortgage 758 -
Consumer 334 -
------- -------
1,430 -
Allowance for loan losses 18 -
$ 1,412 $ -
======= =======
</TABLE>
Activity in the allowance for loan losses is as follows (dollars in thousands):
<TABLE>
Period from
Three May 21,
months (date of inception)
ended through
March 31, December 31,
1999 1998
(Unaudited)
<S> <C> <C>
Balance at beginning of period $ 0 $ -
Provision charged to operating expense 18 -
---------- ---------
Balance at end of period $ 18 $ -
========== =========
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
-9-
<PAGE>
CLARKSTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1999 (unaudited) and December 31, 1998
- --------------------------------------------------------------------------------
NOTE 7 - PREMISES AND EQUIPMENT - NET
Premises and equipment are as follows (dollars in thousands):
<TABLE>
Accumulated Carrying
Cost Depreciation Value
<S> <C> <C> <C>
March 31, 1999 (unaudited)
Building and improvements $ 74 $ 1 $ 73
Furniture and equipment 287 16 271
--------- ---------- ---------
$ 361 $ 17 $ 344
========= ========== =========
December 31, 1998
Building and improvements $ 59 $ 0 $ 59
Furniture and equipment 232 0 232
--------- ---------- ---------
$ 291 $ 0 $ 291
========= ========== =========
</TABLE>
NOTE 8 - DEPOSITS
Deposits are summarized as follows (dollars in thousands):
<TABLE>
March 31, December 31,
1999 1998
<S> <C> <C>
Demand deposit accounts $ 1,606 $ -
Money market accounts 1,172 -
Savings accounts 723 -
Certificates of deposit 1,415 -
---------- ---------
$ 4,916 $ -
========== =========
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
-10-
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
Clarkston Financial Corporation (the "Company") is a Michigan corporation
and was incorporated on May 18, 1998. The Company is the bank holding company
for Clarkston State Bank (the "Bank"). The Bank commenced operations on January
4, 1999. The Bank is a Michigan chartered bank with depository accounts insured
by the Federal Deposit Insurance Corporation. The Bank provides a full range of
commercial and consumer banking services, primarily in Clarkston, Michigan and
the surrounding market area primarily located in north Oakland County, Michigan.
The Company's plan of operation has been to establish its management team
within the first few months of its operations. Management believes that it has
been successful in establishing its management team and that it can administer
the Company's growth.
On April 6, 1999, the Bank entered into an agreement with The State Bank,
Fenton, Michigan, to acquire certain assets and assume certain deposit
liabilities with respect to The State Bank's branch office located in the
Foodtown grocery store at 6555 Sashabaw Road, Clarkston, Michigan. The Bank
expects to add approximately $2.9 million in deposits as a result of the
transaction. The transaction is subject to regulatory approvals. If approved, it
is expected that the transaction will be completed during the summer of 1999.
Financial Condition
Total assets of the Company increased by $4.6 million or 53% to $13.4
million at March 31, 1999, from $8.7 million at December 31, 1998. The increase
in assets is primarily attributable to the Bank continuing to attract customer
deposits. The first quarter of 1999 was the Company's first full quarter of
operations, and the number of deposit accounts increased from none at December
31, 1998, to 491 deposit accounts at March 31, 1999. The Company anticipates
that the Bank's assets will continue to increase during 1999, which will be the
Bank's first full year of operations.
Cash and cash equivalents, which includes federal funds sold and short-term
investments, decreased $3.2 million or 38% to $5.2 million at March 31, 1999,
from $8.4 million at December 31, 1998. The decrease is the result of the
increase in the investment and loan portfolios since December 31, 1998.
Securities available for sale increased $6.4 million to $6.4 million at
March 31, 1999 from $0 at December 31, 1998. The increase is the result of the
investment of customer deposits that have been obtained since December 31, 1998,
and also the purchase of securities using cash generated by a reduction in
federal funds sold.
The allowance for loan losses as of March 31, 1999 was $18,000,
representing approximately 1.25% of total loans outstanding, compared to no loan
loss reserves at December 31, 1998, at which time the Bank had not yet opened
for business. Clarkston Financial Corporation has not experienced any credit
losses as of March 31, 1999.
Bank premises and equipment increased by $53,000 or 18% to $344,000 at
March 31, 1999 from $291,000 at December 31, 1998. The increase included the
purchase of an ATM machine and related software, an automobile for the Bank's
courier, additional printers, and other miscellaneous items.
-11-
<PAGE>
Results of Operations
The net loss for the three month period ended March 31, 1999, was $188,000.
As of December 31, 1998, the Company had a retained deficit of $149,000, and as
of March 31, 1999, the Company had a retained deficit of $337,000. The retained
deficit and net losses are primarily the result of costs of opening the Bank's
office, wages paid to employees, and fees and expenses incurred in forming the
Company and applying for regulatory approvals. Significant ongoing additions to
loan loss reserves will also contribute to net losses in 1999 as the Bank
increases its loan portfolio. Management believes that the Company will generate
a net loss for 1999 as a result of expenditures made to build its management
team and open its main office, together with the time needed to more effectively
utilize its capital and generate loan interest and fee income by making
additional loans. Management believes that the expenditures made in 1998 and
1999 will create the infrastructure and lay the foundation for future growth and
profitability in subsequent years.
Interest income was $131,000 for the three month period ended March 31,
1999, consisting primarily of interest income on federal funds and securities.
Interest expense was $25,000 for the three month period ended March 31, 1999
related to interest incurred on interest bearing deposits.
The Company has an allowance for loan losses of approximately 1.25% of
total loans at March 31, 1999. The provision for loan losses for the three month
period ended March 31, 1999 was $18,000. This amount is expected to increase
substantially in 1999 as a result of anticipated increases in the total loan
portfolio. Management believes the current rate of providing for loan loss
reserve is adequate.
In each accounting period, management evaluates the problems and potential
losses in the loan portfolio. Consideration is also given to off-balance sheet
items that may involve credit risk, such as commitments to extend credit.
Management's evaluation of the allowance is further based on consideration of
actual loss experience, the present and prospective financial condition of
borrowers, adequacy of collateral, industry concentrations within the portfolio,
and general economic conditions. The results of these evaluations are reflected
in the allowance and periodic provision for credit losses.
The primary risk element considered by management regarding each
installment and residential real estate loan is the lack of timely payment.
Management has a reporting system that monitors past due loans and has adopted
policies to pursue its creditor's rights in order to preserve the Bank's
position. The primary risk elements concerning commercial loans are the
financial condition of the borrower, the sufficiency of the collateral, and lack
of timely payment. Management has a policy of requesting and reviewing annual
financial statements from its commercial loan customers, and periodically
reviews existence of collateral and value for selected loans.
Other income of $6,000 for the three month period ended March 31, 1999
consisted of income from deposit service charges and other miscellaneous fees.
The main components of other expenses were primarily salaries and benefits.
Other expense for the three month period ended March 31, 1999 was $151,000,
consisting primarily of occupancy and equipment expenses, legal and accounting
fees, marketing expenses, insurance and supplies.
Liquidity and Capital Resources
The Company obtained its initial equity capital in an initial public
offering of its common stock to investors in November, 1998. The Company's plan
of operation for the next twelve months does not contemplate the need to raise
additional capital during that period. Management believes that its current
capital and liquidity will provide the Company with adequate capital to support
its expected level of deposit and loan growth and to otherwise meet its cash and
capital requirements for at least the next two or three years.
-12-
<PAGE>
Year 2000 Compliance
Because many computerized systems use only two digits to record the year in
date fields (for example, the year 1998 is recorded as 98), such systems may not
be able to accurately process dates ending in the year 2000 and after. The
effects of the issue will vary from system to system and may adversely affect
the ability of a financial institution's operations as well as its ability to
prepare financial statements. The Company and the Bank were organized in 1998
and the Company acquired its computer equipment within the past twelve months
and has contracted with a leading supplier of information processing services.
This equipment and these services were purchased with assurances of Year 2000
compliance.
Company management has developed a comprehensive Year 2000 Compliance Plan.
The Company has procedures in place to assess Year 2000 compliance by the
Company and its vendors. In addition, the Bank asks commercial borrowers about
Year 2000 compliance as part of the loan application and review process.
To date, the Company has spent less than $20,000 on Year 2000 compliance.
Management believes that the additional costs to complete the Company's Year
2000 compliance will be minimal.
The Company presently anticipates that it will complete its Year 2000
assessment and any necessary remediation by December 31, 1999. However, there
can be no assurance that the Company will be successful in implementing its Year
2000 remediation plan according to the anticipated schedule. In addition, the
Company may be adversely affected by the inability of other companies whose
systems interact with the Company to become Year 2000 compliant.
The Bank's core processing applications are provided by a third party
vendor, Jack Henry and Associates, Inc. The Company has received correspondence
from Jack Henry and Associates, Inc. which documents the status of their Year
2000 compliance. The Company has been advised that the Jack Henry and
Associates, Inc. software has been successfully tested for Year 2000 compliance.
Although the Company expects its internal systems to be Year 2000 compliant
as described above, the Company is in the process of preparing a contingency
plan that will specify what it plans to do if important internal or external
systems are not Year 2000 compliant in a timely manner.
Management does not anticipate that the Company will incur material
operating expenses or be required to invest heavily in computer system
improvements to be Year 2000 compliant. Nevertheless, the inability of the
Company to successfully address Year 2000 issues could result in interruptions
in the Company's business and have a material adverse effect on the Company's
results of operations.
Recent Regulatory Developments
Various bills have been introduced in the Congress that would allow bank
holding companies to engage in a wider range of nonbanking activities, including
greater authority to engage in securities and insurance activities. While the
scope of permissible nonbanking activities and the conditions under which the
new powers could be exercised varies among the bills, the expanded powers
generally would be available to a bank holding company only if the bank holding
company and its bank subsidiaries remain well- capitalized and well-managed. The
bills also impose various restrictions on transactions between the depository
institution subsidiaries of bank holding companies and their non-bank
affiliates. These restrictions are intended to protect the depository
institutions from the risks of the new nonbanking activities permitted to such
affiliates. At this time, the Company is unable to predict whether any of the
pending bills will be enacted and, therefore, is unable to predict the impact
such legislation may have on the operations of the Company and the Bank.
-13-
<PAGE>
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for purposes of these safe harbor
provisions. Forward-looking statements, which are based on certain assumptions
and describe future plans, strategies and expectations of the Company, are
generally identifiable by use of the words "believe," "expect," "intend,"
"anticipate," "estimate," "project" or similar expressions. The Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a material adverse affect on the
operations and future prospects of the Company and the subsidiaries include, but
are not limited to, changes in: interest rates, general economic conditions,
legislative/regulatory changes, monetary and fiscal policies of the U.S.
Government, including policies of the U.S. Treasury and the Federal Reserve
Board, the quality or composition of the loan or investment portfolios, demand
for loan products, deposit flows, competition, demand for financial services in
the Company's market area and accounting principles, policies and guidelines.
These risks and uncertainties should be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. Further
information concerning the Company and its business, including additional
factors that could materially affect the Company's financial results, is
included in the Company's filings with the Securities and Exchange Commission.
-14-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Securities Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits -
27 Financial Data Schedule
(EDGAR version only)
(b) Reports on Form 8-K - None.
-15-
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this Quarterly Report on Form 10-QSB
for the quarter ended March 31, 1999, to be signed on its behalf by the
undersigned, thereunto duly authorized.
CLARKSTON FINANCIAL CORPORATION
/s/ David T. Harrison
David T. Harrison
President and Chief Executive Officer
/s/ James L. Richardson
James L. Richardson
Treasurer
DATE: May 14, 1999
-16-
::ODMA\PCDOCS\GRR\280621\2
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information from SEC Form 10-QSB and is
qualified in its entirety by reference to such financial information.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 282
<INT-BEARING-DEPOSITS> 1,008
<FED-FUNDS-SOLD> 3,900
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 6,371
<INVESTMENTS-CARRYING> 6,371
<INVESTMENTS-MARKET> 6,371
<LOANS> 1,430
<ALLOWANCE> 18
<TOTAL-ASSETS> 13,371
<DEPOSITS> 4,916
<SHORT-TERM> 0
<LIABILITIES-OTHER> 36
<LONG-TERM> 0
0
0
<COMMON> 8,497
<OTHER-SE> (337)
<TOTAL-LIABILITIES-AND-EQUITY> 13,371
<INTEREST-LOAN> 7
<INTEREST-INVEST> 124
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 131
<INTEREST-DEPOSIT> 25
<INTEREST-EXPENSE> 25
<INTEREST-INCOME-NET> 106
<LOAN-LOSSES> 18
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 282
<INCOME-PRETAX> (188)
<INCOME-PRE-EXTRAORDINARY> (188)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (188)
<EPS-PRIMARY> (0.20)
<EPS-DILUTED> (0.20)
<YIELD-ACTUAL> 3.93
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 18
<ALLOWANCE-DOMESTIC> 18
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
