- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities
- ---- Exchange Act of 1934
For the quarterly period ended September 30, 1999
Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
---------- ----------
Commission file number 001-14853
JACKSONVILLE BANCORP, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Florida 59-3472981
- ---------------------------- ----------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
10325 San Jose Boulevard
Jacksonville, Florida 32257
----------------------------------------
(Address of Principal Executive Offices)
(904) 288-0793
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
N/A
---------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act 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
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Common stock, par value $.01 per share 1,017,066 shares
- -------------------------------------- -------------------------
(class) Outstanding at November 2, 1999
- --------------------------------------------------------------------------------
<PAGE>
JACKSONVILLE BANCORP, INC.
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements Page
Condensed Consolidated Balance Sheets -
At September 30, 1999 (Unaudited) and At December 31, 1998...............................................2
Condensed Consolidated Statements of Operations (Unaudited) -
Three and Nine Months ended September 30, 1999 and 1998..................................................3
Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) -
Nine Months ended September 30, 1999.....................................................................4
Condensed Consolidated Statements of Cash Flows (Unaudited) -
Nine Months ended September 30, 1999 and 1998............................................................5
Notes to Condensed Consolidated Financial Statements (Unaudited).........................................6-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...............................................................................9-10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K...................................................................11
SIGNATURES.....................................................................................................12
</TABLE>
1
<PAGE>
JACKSONVILLE BANCORP, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
At
------------------------------
September 30, December 31,
------------- ------------
Assets 1999 1998
---- ----
(Unaudited)
<S> <C> <C>
Cash and due from banks ........................................ $ 756,631 8,600
Interest bearing deposits ...................................... -- 20,586
Federal funds sold ............................................. 3,668,000 --
------------ ------------
Cash and cash equivalents .......................... 4,424,631 29,186
Securities available for sale .................................. 1,977,585 --
Loans receivable, net of allowance for loan losses of
$38,718 in 1999 ............................................ 3,808,733 --
Premises and equipment, net .................................... 1,665,450 1,334,288
Deferred tax asset ............................................. 648,427 172,494
Accrued interest receivable and other assets ................... 116,770 95,293
------------ ------------
Total assets ....................................... $ 12,641,596 1,631,261
============ ============
Liabilities and Stockholders' Equity (Deficit)
Liabilities:
Noninterest-bearing demand deposits ........................ 1,051,363 --
Savings and NOW deposits ................................... 451,208 --
Money-market deposits ...................................... 2,048,398 --
Time deposits .............................................. 351,023 --
------------ ------------
Total deposits ..................................... 3,901,992 --
Borrowings ................................................. -- 1,615,000
Accrued interest payable and other liabilities ............. 132,685 341,343
------------ ------------
Total liabilities .................................. 4,034,677 1,956,343
------------ ------------
Stockholders' equity (deficit):
Preferred stock, $.01 value; 2,000,000 shares authorized,
none issued or outstanding ............................. -- --
Common stock, $.01 par value; 8,000,000 shares authorized,
1,017,066 shares issued and outstanding ................ 10,171 --
Additional paid-in capital ................................. 9,705,206 --
Accumulated deficit ........................................ (1,094,478) (325,082)
Accumulated other comprehensive income ..................... (13,980) --
------------ ------------
Total stockholders' equity (deficit) ............... 8,606,919 (325,082)
------------ ------------
Total liabilities and stockholders' equity (deficit) $ 12,641,596 1,631,261
============ ============
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
2
<PAGE>
JACKSONVILLE BANCORP, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income:
Loans .............................................. $ 48,930 - 50,493 -
Securities............................................ 32,072 - 33,772 -
Other interest-earning assets......................... 54,487 411 128,595 1,636
------- -------- --------- ---------
Total interest income......................... 135,489 411 212,860 1,636
------- -------- --------- ---------
Interest expense:
Deposits.............................................. 16,252 - 17,954 -
Other borrowings...................................... - 20,438 44,876 30,970
------- -------- --------- ---------
Total interest expense........................ 16,252 20,438 62,830 30,970
------- -------- --------- ---------
Net interest income (expense)................. 119,237 (20,027) 150,030 (29,334)
------- -------- --------- ---------
Provision for loan losses................................. 38,718 - 38,718 -
------- -------- --------- ---------
Net interest income (expense) after
provision for loan losses................... 80,519 (20,027) 111,312 (29,334)
------- -------- --------- ---------
Noninterest income-
Fees and service charges.............................. 5,126 4,500 27,930 4,500
------- -------- --------- ---------
Noninterest expense:
Salaries and employee benefits........................ 296,417 87,840 672,371 188,172
Occupancy expense..................................... 71,704 9,734 120,452 16,192
Professional fees..................................... 163,733 255 323,543 18,895
Data processing....................................... 55,084 - 65,460 -
Travel and entertainment.............................. 58,197 6,417 71,818 16,012
Printing and office supplies.......................... 15,878 2,454 22,331 3,732
Telephone expense..................................... 9,285 2,937 20,911 5,393
Application fees...................................... - 2,145 788 27,304
Other .............................................. 48,279 2,035 78,462 6,416
------- -------- --------- ---------
Total noninterest expense..................... 718,577 113,817 1,376,136 282,116
------- -------- --------- ---------
Loss before income tax benefit............................ (632,932) (129,344) (1,236,894) (306,950)
Income tax benefit............................ (236,643) (48,504) (467,498) (115,106)
------- -------- --------- ---------
Net loss .............................................. $(396,289) (80,840) (769,396) (191,844)
======== ======== ========== ========
Loss per share, basic and diluted......................... $ (.40) - (1.63) -
======== ======== ========== ========
Weighted-average number of shares outstanding
for basic and diluted................................. 978,812 - 473,308 -
======== ======== ========== ========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
JACKSONVILLE BANCORP, INC.
Condensed Consolidated Statement of Stockholders' Equity (Deficit)
Nine Months Ended September 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
Accumulated
Other Total
Additional Compre- Stockholders'
Preferred Common Paid-In Accumulated hensive Equity
Stock Stock Capital Deficit Income (Deficit)
----- ----- ------- ------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998................$ - - - (325,082) - (325,082)
---------
Comprehensive income:
Net loss for the nine months ended
September 30, 1999............... - - - (769,396) - (769,396)
Net change in unrealized loss on
securities available for sale, net
of tax of $8,435................. - - - - (13,980) (13,980)
----------
Comprehensive income........................ (783,376)
---------
Issuance of common stock (1,017,066
shares), net of stock issuance
costs of $455,283.................. - 10,171 9,705,206 - - 9,715,377
-------- ------ --------- ------------- -------- ---------
Balance at September 30, 1999...............$ - 10,171 9,705,206 (1,094,478) (13,980) 8,606,919
======== ====== ========= ========= ====== =========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
JACKSONVILLE BANCORP, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss .................................................................. $ (769,396) (191,844)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation.............................................................. 42,292 -
Provision for loan losses................................................. 38,718 -
Credit for deferred income taxes.......................................... (467,498) (115,106)
Increase in accrued interest receivable and
other assets.......................................................... (21,477) (28,467)
(Decrease) increase in accrued interest payable and other
liabilities........................................................... (208,658) 19,305
----------- --------
Net cash used in operating activities............................. (1,386,019) (316,112)
---------- -------
Cash flows from investing activities:
Purchases of securities available for sale.................................... (2,000,000) -
Net increase in loans......................................................... (3,847,451) -
Net purchases of premises and equipment....................................... (373,454) (702,362)
----------- -------
Net cash used in investing activities............................. (6,220,905) (702,362)
---------- -------
Cash flows from financing activities:
Net increase in noninterest-bearing demand,
savings, NOW and money-market deposits.................................... 3,550,969 -
Net increase in time deposits................................................. 351,023 -
Net (decrease) increase in borrowings......................................... (1,615,000) 975,300
Net proceeds from issuance of common stock.................................... 9,715,377 -
---------- -------
Net cash provided by financing activities......................... 12,002,369 975,300
---------- -------
Net increase (decrease) in cash and cash equivalents.............................. 4,395,445 (43,174)
Cash and cash equivalents at beginning of period.................................. 29,186 114,533
------------ -------
Cash and cash equivalents at end of period........................................ $ 4,424,631 71,359
========== ========
Supplemental disclosures of cash flow information: Cash paid during the period
for:
Interest.................................................................. $ 114,618 15,665
========== ========
Income taxes.............................................................. $ - -
========== ========
Noncash transaction-
Accumulated other comprehensive income, net of tax........................ $ (13,980) -
========== ========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
JACKSONVILLE BANCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(1) Description of Business and Summary of Significant Accounting Policies
General. Jacksonville Bancorp, Inc. ("Jacksonville Bancorp") was
incorporated on October 24, 1997. Jacksonville Bancorp owns 100% of the
outstanding common stock of The Jacksonville Bank ("Bank")
(collectively, the "Company"). Jacksonville Bancorp's only business is
the ownership and operation of the Bank, a Florida state-chartered
commercial bank. The Bank's deposits are insured by the Federal Deposit
Insurance Corporation. The Bank opened for business on May 28, 1999, and
provides community banking services to businesses and individuals in
Jacksonville, Florida.
Jacksonville Bancorp's fiscal year ends December 31.
In the opinion of the management, the accompanying condensed
consolidated financial statements contain all adjustments (consisting
principally of normal recurring accruals) necessary to present fairly
the financial position at September 30, 1999, the results of operations
for the three- and nine-month periods ended September 30, 1999 and 1998
and cash flows for the nine-month periods ended September 30, 1999 and
1998. The results of operations for the three and nine months ended
September 30, 1999, are not necessarily indicative of the results to be
expected for the year ending December 31, 1999.
Basis of Presentation. The accompanying condensed consolidated financial
statements of the Company include the accounts of both Jacksonville
Bancorp and the Bank. All significant intercompany accounts and
transactions have been eliminated in consolidation. The accounting and
reporting practices of the Company conform to generally accepted
accounting principles and to general practices within the banking
industry.
Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Securities. Securities may be classified as either trading, held to
maturity or available for sale. Trading securities are held principally
for resale and recorded at their fair values. Unrealized gains and
losses on trading securities are included immediately in earnings.
Held-to-maturity securities are those which the Company has the
positive intent and ability to hold to maturity and are reported at
amortized cost. Available-for-sale securities consist of securities not
classified as trading securities nor as held-to-maturity securities.
Unrealized holding gains and losses, net of tax, on available-for-sale
securities are reported as a net amount in a separate component of
stockholders' equity until realized. Gains and losses on the sale of
available-for-sale securities are determined using the
specific-identification method. Premiums and discounts on securities
available for sale are recognized in interest income using the interest
method over the period to maturity.
(continued)
6
<PAGE>
JACKSONVILLE BANCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
(1) Description of Business and Summary of Significant Accounting Policies,
Continued
Loans Receivable. Loans receivable that management has the intent and
ability to hold for the foreseeable future or until maturity or pay-off
are reported at their outstanding principal adjusted for any
charge-offs, the allowance for loan losses, and any deferred fees or
costs on originated loans.
Loan origination fees and certain direct origination costs are
capitalized and recognized as an adjustment of the yield of the related
loan.
The accrual of interest on impaired loans is discontinued when, in
management's opinion, the borrower may be unable to meet payments as
they become due. When interest accrual is discontinued, all unpaid
accrued interest is reversed. Interest income is subsequently
recognized only to the extent cash payments are received.
The allowance for loan losses is increased by charges to income and
decreased by charge-offs (net of recoveries). Management's periodic
evaluation of the adequacy of the allowance is based on the Company's
past loan loss experience, known and inherent risks in the portfolio,
adverse situations that may affect the borrower's ability to repay, the
estimated value of any underlying collateral, and current economic
conditions.
Premises and Equipment. Land is carried at cost. Premises and equipment are
stated at cost less accumulated depreciation. Depreciation expense is
computed on the straight-line basis over the estimated useful life of
each type of asset.
Income Taxes. Deferred tax assets and liabilities are reflected at
currently enacted income tax rates applicable to the period in which
the deferred tax assets or liabilities are expected to be realized or
settled. As changes in tax laws or rates are enacted, deferred tax
assets and liabilities are adjusted through the provision for income
taxes.
Organizational and Preopening Costs. Net organizational and preopening
costs totaled $628,138, net of tax benefit of $378,978, and were
charged to expense as incurred.
Off-Balance-Sheet Instruments. In the ordinary course of business the
Company has entered into off-balance-sheet financial instruments
consisting of commitments to extend credit, standby letters of credit
and unused lines of credit. Such financial instruments are recorded in
the financial statements when they are funded.
Advertising. The Company expenses all media advertising as incurred.
LossPer Share. Basic loss per share has been computed on the basis of the
weighted-average number of shares of common stock outstanding during
the period. There were no common stock equivalents.
(continued)
7
<PAGE>
JACKSONVILLE BANCORP, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited), Continued
(1) Description of Business and Summary of Significant Accounting Policies,
Continued
Future Accounting Requirements. Financial Accounting Standards 133 -
Accounting for Derivative Investments and Hedging Activities requires
companies to record derivatives on the balance sheet as assets or
liabilities, measured at fair value. Gains or losses resulting from
changes in the values of those derivatives would be accounted for
depending on the use of the derivatives and whether they qualify for
hedge accounting. The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving offsetting
changes in fair value or cash flows. The Company will be required to
adopt this Statement January 1, 2001. Management does not anticipate
that this Statement will have a material impact on the Company.
(2) Loan Impairment and Credit Losses. No loans were identified as impaired at
September 30, 1999.
An analysis of the change in the allowance for loan losses follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Balance at beginning of period $ - - - -
Provision for loan losses 38,718 - 38,718 -
------ ------- ------ ----
Balance at end of period $ 38,718 - 38,718 -
====== ======= ====== ====
</TABLE>
(3) Regulatory Matters. Banking laws and regulations limit the amount of
capital distributions that may be paid by the Bank to Jacksonville
Bancorp. The FDIC requires insured banks to maintain certain specified
levels of capital.
Leverage-Capital Ratio. The FDIC requires banks to maintain a minimum
leverage-capital ratio of Tier I (as defined) to total assets. The
leverage-capital ratio generally ranges from 3% to 5% based on the
bank's rating under the regulatory rating system. The Bank's required
leverage-capital ratio at September 30, 1999 was 4%.
Risk-Weighted Assets Capital Ratios. The FDIC has also adopted a
risk-based capital statement of policy which imposes an additional
capital standard on insured banks. Under this regulation, a bank must
classify its assets and certain off-balance sheet activities into
categories, and maintain specified levels of capital for each category.
The amount of capital that is required is dependent upon the amount of
risk attributed to each category by the FDIC. A bank must have a total
risk-based capital ratio of no less than 8% and a Tier I capital to
risk-weighted assets ratio of no less than 4%. Under the statement of
policy, certain assets are required to be deducted from risk-based
capital. Such assets include certain nonqualifying intangible assets,
unconsolidated banking and finance subsidiaries, investments in
securities subsidiaries and reciprocal holdings of capital instruments
with other banks. In addition, the FDIC may consider deducting other
assets on a case-by-case basis or investments in other subsidiaries on a
case-by-case basis or based on the general characteristics or functional
nature of the subsidiaries.
At September 30, 1999, the Bank was in compliance with all regulatory
capital requirements.
8
<PAGE>
JACKSONVILLE BANCORP, INC.
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Comparison of September 30, 1999 and December 31, 1998
General
Jacksonville Bancorp, Inc. ("Jacksonville Bancorp") which was incorporated
on October 24, 1997, owns 100% of the outstanding common stock of the
Jacksonville Bank ("Bank") (collectively the "Company"). The Bank is a
Florida state-chartered commercial bank and its deposits are insured by the
Federal Deposit Insurance Corporation. The Bank opened for business on May
28, 1999, and provides community banking services to businesses and
individuals in Jacksonville, Florida.
Liquidity and Capital Resources
The Company's primary source of cash during the nine months ended September
30, 1999 was from the net proceeds from the issuance of common stock of $9.7
million and net deposit inflows of $3.9 million. Cash was used primarily to
repay borrowings of $1.6 million, originate loans (net of principal
repayments) of $3.8 million and purchase securities of $2.0 million. At
September 30, 1999, the Company had outstanding commitments to originate new
loans of $2.5 million. It is expected that these requirements will be funded
from the sources described above. At September 30, 1999, the Bank exceeded
its regulatory liquidity requirements.
Common Stock Offering
As of September 30, 1999, Jacksonville Bancorp has sold 1,017,066 shares of
common stock outstanding. The gross proceeds from the initial public
offering which closed on July 30, 1999, was $10,170,660. Jacksonville
Bancorp incurred $455,283 in offering expenses, which were deducted from the
proceeds received from the sale of common stock.
Results of Operations
General. Net losses for the three and nine months ended September 30, 1999, were
$396,289 and $769,396, respectively. The Bank commenced operations on May 28,
1999. As of September 30, 1999, the Bank had not achieved the asset size to
operate profitably. The Company incurred certain professional services during
its organizational phase which management believes are in excess of future
amounts that will be incurred on a recurring basis. A discussion of operating
results at September 30, 1999, or for the three and nine months ended September
30, 1999 and 1998 would not be meaningful.
9
<PAGE>
JACKSONVILLE BANCORP, INC.
Year 2000 Issues
The Company is acutely aware of the many areas affected by the Year 2000
computer issue and has given the Executive Committee of the Board of Directors
the responsibility for oversight of the Year 2000 issue. The Company is actively
involved in managing the Year 2000 computer challenges, following the guidance
provided by its regulatory bodies and documented in the interagency statements
issued by the Federal Financial Institutions Examination Council (AFFIEC@). A
Year 2000 Technology Plan is in place, which includes multiple phases, tasks to
be completed and target dates for completion. Issues addressed therein include
awareness, assessment, renovation, validation, implementation, testing and
contingency planning.
The Company has received a certification from its main service provider that
they are Year 2000 compliant. The Company will routinely upgrade and purchase
technology advanced software and hardware on a continual basis. All future
purchases and upgrades will be Year 2000 compliant. The Company has determined
that the cost of making modifications to correct any Year 2000 issues will not
substantially affect reported operating results.
The Company also recognizes the importance of determining if its customers are
preparing for the Year 2000 problem. Questionnaires are completed to assess the
inherent risks. Customers have received statement stuffers and informational
material in this regard. The Company plans to contact, on a one-on-one basis,
significant borrowers who have been identified as having high Year 2000 risk
exposure. Efforts will continue with regard to informing our customers of the
Year 2000 issue.
A Contingency Plan relative to the Year 2000 issue has been developed which
addresses a Aworst case scenario.@ The Contingency Plan covers various options
for handling interruptions of the internal and external mission critical systems
and services. The Company, for example, has developed plans for meeting
unusually high demands for cash generated by the publicity surrounding the Year
2000 issue. Management will continuously monitor to incorporate and address
various operational elements as needed. Furthermore, the Contingency Plan covers
systems which can be handled manually on an interim basis. Should outside
service providers not be able to provide compliant systems, the Company will
terminate those relationships and transfer to other vendors.
10
<PAGE>
JACKSONVILLE BANCORP, INC.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K (UPDATE FROM ATTORNEY)
(a) Exhibits. The following exhibits are filed with or incorporated by
reference into this report. The exhibits which are marked by a single
asterisk (*) were previously filed as a part, and are hereby incorporated
by references of Jacksonville Bancorp, Inc.'s Registration Statement on
Form SB-2, as effective with the Securities and Exchange Commission on
February 9, 1999, Registration No. 333-64815. The exhibit marked by a
double asterisk (**) was an exhibit to the June 30, 1999 Form 10-QSB filed
with the Securities and Exchange Commission on August 13, 1999.
Exhibit No. Description of Exhibit
----------- ----------------------
*3.1 Articles of Incorporation of Jacksonville Bancorp, Inc.
*3.2 Bylaws of Jacksonville Bancorp, Inc.
*4.1 Specimen Common Stock Certificate
*10.4 Servicing Agreement with M&I Data Services
**10.5 Employment Contract Gilbert J. Pomar, III
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K. There were no Form 8-K's filed during the three months
ended September 30, 1999.
11
<PAGE>
JACKSONVILLE BANCORP, INC.
PART II. OTHER INFORMATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JACKSONVILLE BANCORP, INC.
(Registrant)
Date: November , 1999 By: /s/Price W. Schwenck
------------------------------ ---------------------
Price W. Schwenck,
Chief Executive
Officer and President
Date: November , 1999 By: /s/Cheryl L. Whalen
----------------------------- --------------------
Cheryl L. Whalen,
Executive Vice President
and Chief Financial
Officer
12
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from Form 10-QSB
for the period ended September 30, 1999 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 757
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,668
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,978
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 3,847
<ALLOWANCE> 39
<TOTAL-ASSETS> 12,642
<DEPOSITS> 3,902
<SHORT-TERM> 0
<LIABILITIES-OTHER> 133
<LONG-TERM> 0
0
0
<COMMON> 10
<OTHER-SE> 8,597
<TOTAL-LIABILITIES-AND-EQUITY> 12,642
<INTEREST-LOAN> 50
<INTEREST-INVEST> 34
<INTEREST-OTHER> 129
<INTEREST-TOTAL> 213
<INTEREST-DEPOSIT> 18
<INTEREST-EXPENSE> 63
<INTEREST-INCOME-NET> 150
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,376<F1>
<INCOME-PRETAX> (1,236)
<INCOME-PRE-EXTRAORDINARY> (769)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (769)
<EPS-BASIC> (1.63)
<EPS-DILUTED> (1.63)
<YIELD-ACTUAL> 3.67
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 39
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
<FN>
<F1>Other expense includes: salaries and employee benefits of $672, occupancy of
$120, travel and entertainment of $72, professional fees of $324, telephone
expenses of $21, office supplies and expenses of $22, data processing of $65,
and other expenses which totaled $80.
</FN>
</TABLE>
