<PAGE> 1
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, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from___________________
Commission file number: 333-68207
FIRST COASTAL BANCSHARES
CALIFORNIA NO. 95-4693574
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
275 Main Street, El Segundo, California 90245
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 322-2222
Not applicable
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(c) of the Securities Exchange Act of 1934 during
the preceding 12 months (of 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
On May 7, 1999, there were 1,232,138 shares of First Coastal Bancshares Common
Stock outstanding.
1
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FIRST COASTAL BANCSHARES
MARCH 31, 1999
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets at March 31, 1999 and
December 31, 1998................................................. 3
Condensed Consolidated Statements of Income for the three
months ended March 31, 1999 and 1998.............................. 4
Condensed Consolidated Statements of Changes in Shareholders' Equity from
January 1, 1998 through March 31, 1999............................ 5
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 1999 and 1998.............................. 6
Notes to Consolidated Financial Statements............................. 7 - 8
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................... 9 - 13
</TABLE>
PART II - OTHER INFORMATION
<TABLE>
<S> <C>
Item 1 - Legal Proceedings........................................................ 14
Item 2 - Changes in Securities.................................................... 14
Item 3 - Defaults upon Senior Securities.......................................... 14
Item 4 - Submission of Matters to a Vote of Security Holders...................... 14
Item 5 - Other Information........................................................ 14
Item 6 - Exhibits and Reports on Form 8-K......................................... 14
</TABLE>
2
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS
FIRST COASTAL BANCSHARES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED - DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------- ---------
<S> <C> <C>
Cash and Due From Bank $ 8,641 $ 2,745
Short Term Investments 8,049 700
--------- ---------
Cash and Cash Equivalents 16,690 3,445
Investment Securities, net 17,980 14,679
Loans 70,874 55,163
Allowance for Loan Losses (901) (549)
--------- ---------
NET LOANS 69,973 54,614
Premises and Equipment, net 683 386
Other Real Estate Owned, net 109 116
Goodwill, net 5,480 1,770
Accrued Interest and Other Assets 2,865 1,725
--------- ---------
$ 113,780 $ 76,735
========= =========
Noninterest-Bearing Deposits $ 31,561 $ 14,474
Interest-Bearing Deposits 65,823 44,117
--------- ---------
TOTAL DEPOSITS 97,384 58,591
Other Borrowings 1,000 11,000
Company Obligated Mandatorily Redeemable Preferred
Securities of Subsidiary Trust Holding Solely Junior
Subordinated Debentures 6,600 --
Accrued Interest and Other Liabilities 660 884
--------- ---------
TOTAL LIABILITIES 105,644 70,475
Preferred Stock 1,993 2,658
Common Shares 6,528 3,673
Accumulated Deficit (261) (40)
Accumulated Other Comprehensive Income (124) (31)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 8,136 6,260
--------- ---------
$ 113,780 $ 76,735
========= =========
</TABLE>
The accompanying notes are an integral part of the
Consolidated Financial Statements.
3
<PAGE> 4
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
FIRST COASTAL BANCSHARES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED - DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
------------------------
1999 1998
------- -------
<S> <C> <C>
Interest Income $ 1,593 $ 1,219
Interest Expense 696 482
------- -------
Net Interest Income 897 737
Provision for Loan Losses -- 10
------- -------
Net Interest Income after
Provision for Loan Losses 897 727
Noninterest Income 140 133
Noninterest Expense 1,157 722
------- -------
(Loss) Income before Taxes (120) 138
Income Taxes (27) 70
------- -------
Net Income $ (93) $ 68
======= =======
Per Share Data:
Net Loss - Basic $ (.26) $ (.01)
Net Loss - Diluted $ (.26) $ (.01)
</TABLE>
The accompanying notes are an integral part of the
Consolidated Financial Statements.
4
<PAGE> 5
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
FIRST COASTAL BANCSHARES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED - DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Accumulated
Other
Preferred Comprehensive Accumulated Comprehensive
Stock Amount Income Deficit Income Total
----------- ----------- ------------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
JANUARY 1, 1998 $2,658 $3,360 $ (13) $ 5 $6,010
Dividends - Preferred Stock (286) (286)
Common Stock Repurchased (78) (78)
Exercise of Warrants 250 250
Recognition of Deferred Tax
Assets Generated Prior to
Quasi-Reorganization 141 141
COMPREHENSIVE INCOME
Net Income $259 259 259
Change in Unrecognized Loss
of Securities Available for
Sale, net of taxes of $21 (36) (36) (36)
----
COMPREHENSIVE INCOME $223
====
------- ------- ----- ----- ------
DECEMBER 31, 1998 2,658 3,673 (40) (31) 6,260
Proceeds from Stock Offering 1,901 1,901
Redemption of Preferred Stock (586) (57) (643)
Conversion of Preferred to
Common Stock (79) 79 -
Dividends - Preferred Stock (71) (71)
Exercise of Warrants 875 875
COMPREHENSIVE INCOME
Net Loss $(93) (93) (93)
Change in Unrecognized Loss
of Securities Available for
Sale, net of Taxes of $65 (93) (93) (93)
-----
COMPREHENSIVE LOSS $(186)
=====
------- ------- ----- ----- ------
MARCH 31, 1999 $1,993 $6,528 $(261) $(124) $8,136
======= ======= ===== ===== ======
</TABLE>
The accompanying notes are an integral part of the
Consolidated Financial Statements.
5
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ITEM 1. FINANCIAL STATEMENTS - CONTINUED
FIRST COASTAL BANCSHARES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
--------------------------
1999 1998
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net (Loss) Income $ (93) $ 68
Adjustments to Reconcile Net (Loss) Income to
Net Cash Used by Operating Activities:
Depreciation and Amortization 98 93
Provision for Loan Losses -- 10
Other Items - Net (300) (387)
-------- --------
NET CASH USED BY
OPERATING ACTIVITIES (295) (216)
INVESTING ACTIVITIES
Purchases of Investment Securities (1,462) (7,982)
Sale and Maturities of Investment Securities 1,434 3,675
Net Cash and Cash Equivalents from AIB Acquisition 8,600 --
Net Change in Loans 3,186 (5,501)
Purchase of Premises and Equipment (6) (22)
-------- --------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES 11,752 (9,830)
FINANCING ACTIVITIES
Net Change in Deposits 4,144 21,421
Net Change in Other Borrowings (10,000) (4,550)
Trust Preferred Securities, net of costs 5,582 --
Proceeds from Supplemental Stock Offering, net of costs 1,901 --
Proceeds from Exercise of Warrants 875 --
Redemption of Stock (643) (9)
Dividends (71) (71)
-------- --------
NET CASH PROVIDED
BY FINANCING ACTIVITIES 1,788 16,791
-------- --------
INCREASE IN CASH
AND CASH EQUIVALENTS 13,245 6,745
Cash and Cash Equivalents at Beginning of Period 3,445 2,954
-------- --------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 16,690 $ 9,699
======== ========
</TABLE>
The accompanying notes are an integral part of the
Consolidated Financial Statements.
6
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ITEM 1. FINANCIAL STATEMENTS - CONTINUED
FIRST COASTAL BANCSHARES AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION AND MANAGEMENT REPRESENTATION
The accompanying financial information has been prepared in accordance with the
Securities and Exchange Commission rules and regulations for quarterly reporting
and therefore does not necessarily include all information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles. This information should be read
in conjunction with the Company's Form 10-KSB filed on May 10, 1999 and Form
SB-2 filed on February 12, 1999.
The consolidated financial statements include First Coastal Bancshares and its
wholly owned subsidiaries, First Coastal Bank, N.A. (the "Bank") and First
Coastal Capital Trust.
Operating results for interim periods are not necessarily indicative of
operating results for an entire fiscal year. In the opinion of management, the
unaudited financial information for the three month period ended March 31, 1999
and 1998, reflect all adjustments, consisting only of normal recurring accruals
and provisions, necessary for a fair presentation thereof.
Some matters discussed in this Form 10-QSB may be "forward-looking statements"
within the meaning of the Private Litigation Reform Act of 1995 and therefore
may involve risks, uncertainties and other factors which may cause our actual
results to be materially different from the results expressed or implied by our
forward-looking statements. These statements generally appear with words such as
"anticipate," "believe," "estimate," "may," "intend," and "expect."
NOTE 2 - ACQUISITION OF AMERICAN INDEPENDENT BANK, N.A. ("AIB")
On March 8, 1999, the Bank acquired 100% of the outstanding common stock of
American Independent Bank, N.A. (AIB) for approximately $6.5 million in cash.
AIB had total assets of approximately $38 million on March 8, 1999. The
acquisition was accounted for using the purchase method of accounting in
accordance with Accounting Principles Board Opinion No, 16. "Business
Combinations". Under this method of accounting, the purchase price was allocated
to the assets, deposits and liabilities assumed based on their fair values as of
the acquisition date, which were not materially different from their book
values. The financial statements include the operations of AIB from the date of
the acquisition. Goodwill arising from the transaction totaled approximately
$3.7 million and is being amortized over fifteen years on a straight-line basis.
7
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NOTE 2 - ACQUISITION OF AMERICAN INDEPENDENT BANK, N.A. - CONTINUED
The following table sets forth selected pro forma unaudited combined financial
results of the Company and AIB. The pro forma operating data reflects the effect
of the acquisition of AIB as if it was consummated at the beginning of each
period presented. The pro forma results are not indicative of the results that
would have occurred had the acquisition been in effect for the full periods
presented, nor are they indicative of the results of future operations.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1999 1998
------- -------
<S> <C> <C>
Interest and Noninterest Income:
The Company $ 1,733 $ 1,352
AIB - Pre-Merger 637 865
------- -------
Total $ 2,370 $ 2,217
======= =======
Net (Loss) Income:
The Company $ (93) $ 68
AIB - Pre-Merger (505) (2)
Interest Costs - Pro Forma, net of Tax (50) (73)
Goodwill Amortization- Pro Forma (42) (63)
------- -------
Total $ (690) $ (70)
======= =======
Per Share Data:
Basic $ (0.99) $ (0.21)
Diluted $ (0.99) $ (0.21)
</TABLE>
These pro forma disclosures include adjustment to interest expense from the
funds borrowed to fund a portion of the purchase as well as adjustments to per
share data to reflect the issuance of common stock to fund the balance of the
purchase. No adjustments have been reflected in these amounts for the
anticipated cost savings to be derived from this merger.
NOTE 3 - EARNINGS PER SHARE
Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share." Accordingly, basic earnings
per share are computed by dividing income available to common shareholders by
the weighted average number of common shares outstanding during each period. The
computation of diluted earnings per share also considers the number of shares
issuable upon the assumed exercise of outstanding common stock options and the
number of shares issuable upon the assumed conversion of the convertible
preferred stock. These items were anti-dilutive for the periods reported and
therefore dilutive earnings per shares is reported as the same as basic earnings
per share.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INCOME SUMMARY
For the three months ended March 31, 1999, the Company reported a net loss of
$93,000, or $(0.26) basic loss per share compared to a net income of $68,000, or
$ (.01) basic loss per share for the same three month period in 1998. The
annualized return on average assets was (0.42)% for 1999 compared to 0.41% for
1998. Annualized return on average shareholders' equity for 1999 and 1998 was
(5.17)% and 4.52%, respectively.
NET INTEREST INCOME
Net interest income is the amount by which the interest and amortization of fees
generated from loans and other earning assets exceeds the cost of funding those
assets, usually deposit account interest expense. Net interest income depends on
the difference (the "interest rate spread") between gross interest and fees
earned on the loans and investment portfolios and the interest rates paid on
deposits and borrowings. Net interest income was $897,000 for the quarter ended
March 31, 1999, compared to $737,000 for the quarter ended March 31, 1998.
The following table sets forth the components of net interest income, average
earning assets and net interest margin:
<TABLE>
<CAPTION>
Three Months Ended
March 31, Year Ended
------------------------ December 31,
1999 1998 1998
------- ------- -------
<S> <C> <C> <C>
Interest Income $ 1,593 $ 1,219 $ 5,365
Interest Expense 696 482 2,262
------- ------- -------
Net Interest Income $ 897 $ 737 $ 3,103
======= ======= =======
Average Earning Assets $79,971 $58,900 $66,796
Net Interest Margin(1) 4.49% 5.01% 4.65%
</TABLE>
The net interest margin declined in the first quarter of 1999 compared to the
same quarter in 1998 due to the 75 basis point decline in the prime rate during
the fourth quarter of 1998. The majority of the Bank's loans and its investments
in federal funds sold reprice daily with changes in the prime rate.
(1) Amounts for interim periods are presented on an annualized basis.
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NET INTEREST INCOME (CONTINUED)
Deposits generally reprice at a slower pace, therefore reducing the net interest
margin. Further contributing to the decrease in net interest margin was the
interest expense relating to the recently issued $6.6 million in Preferred
Securities.
The prime rate was 8.50% for the first nine months of 1998, and then experienced
25 basis point declines in September, October and November to end the year at
7.75%. No change has occurred since November 16, 1998.
PROVISION FOR LOAN LOSSES
The Company made no contribution to the allowance for loan losses in the first
quarter of 1999. Management believes that the allowance, which stands at 1.3% of
total loans at March 31, 1999, is adequate to cover future losses.
Changes in the allowance for loan losses for the quarter ended March 31, 1999
and 1998 are as follows (dollar amounts in thousands):
<TABLE>
<CAPTION>
Quarter Ended
March 31,
--------------------
1999 1998
----- -----
<S> <C> <C>
Allowance, Beginning of Quarter $ 549 $ 615
Provision for Loan Losses -- 10
Loans Charged Off - net of Recoveries (50) (23)
Allowance from AIB Acquisition 402 --
----- -----
Allowance, End of Quarter $ 901 $ 602
===== =====
</TABLE>
NON INTEREST INCOME
Non Interest Income represents deposit account service charges and other types
of non-loan related fee income. Non-interest income for the quarter ended March
31, 1999 totaled $140,000 compared to $133,000 for the same period ended 1998.
This represents an increase of $7,000. The increase is primarily the result of
an additional $50,000 in noninterest income related to operations of the AIB
branches after the acquisition on March 8, 1999 and a reduction in the gain on
sale of loans of $28,000 in 1998.
NON INTEREST EXPENSE
Non Interest Expense represents salaries, occupancy expenses, professional
expenses, outside services and other miscellaneous expenses necessary to conduct
business. Non interest expense for the quarter ended March 31, 1999 totaled
$1,157,000 compared to $722,000 for the same period during 1998. Salary and
Employee Benefits increased $150,000 through internal growth of the Company and
the addition of personnel from the acquisition of AIB. Additionally, the Company
experienced a $25,000 increase in advertising, a $48,000 increase in
professional fees related to operational audits and Y2K costs, an increase of
$50,000 in other costs related to non-capitalizable merger related costs, an
increase of $20,000 in goodwill amortization as a result of the acquisition of
AIB and a $78,000 write-down in the carrying value of its OREO and related
expenses.
10
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INCOME TAXES
The Company's income tax benefit for the first quarter of 1999 was $(27,000),
resulting in an effective rate of 41.0% on loss before taxes and goodwill
amortization. The tax provision for the first quarter of 1998 was $70,000,
resulting in an effective rate of 41.0% on income before taxes and goodwill
amortization.
BALANCE SHEET ANALYSIS
Total assets at March 31, 1999 totaled $113.8 million, up 48% from the $76.7
million reported at December 31, 1998. This increase was primarily the result of
the acquisition of AIB, which had total assets of $38 million at the acquisition
date on March 8, 1999. To fund this increase, the Company increased
shareholders' equity by $1.9 million through a supplemental stock offering and
issued $6.6 million in Trust Preferred Securities.
ASSET QUALITY
The following table sets forth the components of non-performing assets and
related ratios: (dollar amounts in thousands)
<TABLE>
<CAPTION>
March 31,
------------------ December 31,
1999 1998 1998
---- ---- ----
<S> <C> <C> <C>
Loans 90 day past due and still accruing $ 45 $334 $ 8
Loans on nonaccrual 604 93 726
---- ---- ----
Nonperforming Loans 649 427 734
Other real estate owned 109 379 116
---- ---- ----
Nonperforming Assets $758 $806 $850
==== ==== ====
Nonperforming loans as a percent of total loans 0.92% 0.95% 1.33%
Allowance for loan losses as a percent
of nonperforming loans 138.83% 140.98% 74.80%
Nonperforming assets as a percent of total assets 0.67% 1.10% 1.11%
</TABLE>
The primary ratios of loan quality have improved in the first quarter of 1999.
Nonperforming loans as a percent of total loans declined to 0.92% at March 31,
1999, compared to 1.33% at December 31, 1998. This decline was the result of the
pay-off of two large nonaccrual loans (approximately $550,000), increased by the
nonaccrual loans acquired in the AIB acquisition. Likewise, the allowance for
loan losses as a percent of nonperforming loans increased to 138.83% at March
31, 1999, up from 74.80% at December 31, 1998. A portion of this increase is
attributable to the acquisition of the loan portfolio and related allowance for
loan losses from AIB.
11
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TRUST PREFERRED SECURITIES
During the first quarter of 1999 the Company completed an offering of $6.6
million in 11 7/8% Cumulative Preferred Securities through a wholly-owned
subsidiary, First Coastal Capital Trust. Under generally accepted accounting
policies, the securities are reported as liabilities of the Company. The
interest payments are reported as interest expense and the amortization of the
related costs of the offering ($1.0 million) are reported as other non-interest
expense. The Trust Preferred Securities mature on December 31, 2028.
CAPITAL
Total shareholders' equity at March 31, 1999 totaled $8.1 million, which
represented a 12.3% increase from $6.3 million at December 31, 1998. This
increase was primarily attributable to the supplemental stock offering completed
in March 1999.
The Bank maintains capital ratios above the Federal regulatory guidelines for a
"well-capitalized" bank. The ratios are as follows:
<TABLE>
<CAPTION>
Regulatory minimum
ratio for March 31, December 31,
"well-capitalized" 1999 1998
------------------- --------- -------------
<S> <C> <C> <C>
Tier 1 Capital (to Average Assets) 5.00% 8.29% 5.39%
Tier 1 Capital (to Risk Weighted Assets) 6.00% 9.97% 8.27%
Total Capital (to Risk Weighted Assets) 10.00% 12.02% 11.17%
</TABLE>
The Company's ratios at March 31, 1999 were 5.87% for Tier 1 capital to average
assets, 6.64% for Tier 1 capital to risk-weighted assets and 14.11% for Total
capital to risk-weighted assets.
LIQUIDITY
Management is not aware of any future capital expenditures or other significant
demands on commitments which would severely impair liquidity.
12
<PAGE> 13
YEAR 2000 COMPLIANCE
The Company has completed the Assessment phase of the Year 2000 Compliance, as
defined under FFIEC guidelines, and is currently in the Renovation and
Validation phases. A few of its computer software applications were modified or
replaced in order to maintain their functionality as the year 2000 approaches. A
comprehensive plan was developed and all system conversions and testing were
substantially completed as of December 31, 1998. The Company estimates its total
costs over the three-year period 1998 - 2000 will be approximately $136,000, of
which $107,000 has been incurred through March 31, 1999. None of these costs,
however, are expected to materially impact the results of operations in any one
reporting period. The Company believes that its plans for dealing with the year
2000 issue will result in timely and adequate modifications of its systems and
technology.
Ultimately, the potential impact of the year 2000 issue will depend not only on
the corrective measures the Company undertakes, but also on the way in which the
year 2000 issue is addressed by governmental agencies, businesses, and other
entities who provide data to, or receive data from the Bank or whose financial
condition or operational capability is important to the Company such as
suppliers or customers. Communications with significant customers and vendors
have been initiated to determine the extent of risk created by those third
parties' failure to remediate their own year 2000 issues. However, it is not
possible, at present, to determine the financial effect if significant customer
and/or vendor remediation efforts are not resolved in a timely manner.
13
<PAGE> 14
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Due to the nature of the banking business, the Company is at times party
to various legal actions; all such actions are of a routine nature and
arise in the normal course of business.
Item 2 - Changes in Securities
None
Item 3 - Defaults upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Items
None
Item 6 - Exhibits and Reports on Form 8-K
A) Financial Data Schedule - Exhibit 27
B) Reports on Form 8-K
None
14
<PAGE> 15
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST COASTAL BANCSHARES
Date: May 14, 1999 /s/ DON M. GRIFFITH
----------------------------------
Don M. Griffith
Chief Executive Officer,
Chairman and Director
Date: May 14, 1999 /s/ DEBORAH A. MARSTEN
----------------------------------
Deborah A. Marsten
Chief Financial Officer,
Secretary and Director
15
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 8,641
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 8,049
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 17,980
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 70,874
<ALLOWANCE> 901
<TOTAL-ASSETS> 113,780
<DEPOSITS> 97,384
<SHORT-TERM> 0
<LIABILITIES-OTHER> 660
<LONG-TERM> 7,600
0
1,993
<COMMON> 6,528
<OTHER-SE> (385)
<TOTAL-LIABILITIES-AND-EQUITY> 113,780
<INTEREST-LOAN> 1,305
<INTEREST-INVEST> 231
<INTEREST-OTHER> 57
<INTEREST-TOTAL> 1,593
<INTEREST-DEPOSIT> 513
<INTEREST-EXPENSE> 696
<INTEREST-INCOME-NET> 897
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,157
<INCOME-PRETAX> (120)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (93)
<EPS-PRIMARY> (0.26)
<EPS-DILUTED> (0.26)
<YIELD-ACTUAL> 4.49
<LOANS-NON> 604
<LOANS-PAST> 45
<LOANS-TROUBLED> 493
<LOANS-PROBLEM> 1,100
<ALLOWANCE-OPEN> 549
<CHARGE-OFFS> 53
<RECOVERIES> 3
<ALLOWANCE-CLOSE> 901
<ALLOWANCE-DOMESTIC> 631
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 270
</TABLE>
