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 March 31, 1999
Transition report under Section 13 or 15(d) of the Exchange Act
--- For the transition period from to
------------- -----------
Commission file number 0-26003
ALASKA PACIFIC BANCSHARES, INC.
- ------------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Alaska 92-0167101
- -------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2094 Jordan Avenue, Juneau, Alaska 99801
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(Address of Principal Executive Offices)
(907) 789-4844
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(Issuer's Telephone Number, Including Area Code)
NA
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(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 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:
-0- shares outstanding on March 31, 1999
---
Transitional Small Business Disclosure Format (check one):
Yes X No
--- ---
*The small business issuer's Registration Statement on Form SB-2 was declared
effective on May 13, 1999. The small business issuer has conducted no business
except the offering of the shares in connection with the conversion of Alaska
Pacific Bank from the mutual to stock form of organization. The financial
information contained in this 10-QSB is provided, therefore, for Alaska
Pacific Bank.
<PAGE>
Alaska Pacific Bancshares, Inc. and Subsidiary
Juneau, Alaska
INDEX
PART I. Page(s)
- -------
FINANCIAL INFORMATION
Item 1.
Financial Statements
Consolidated Balance Sheets - (Unaudited) as of December 31,
1998 and March 31, 1999............................................ 1
Consolidated Statements of Income (Unaudited) for the three month
periods ended March 31, 1998 and 1999.............................. 2
Consolidated Statements of Cash Flows - (Unaudited) for the three
months ended March 31, 1998 and 1999............................... 3
Notes to (Unaudited) Consolidated Financial Statements ............ 4
Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................. 6
PART II.
- --------
OTHER INFORMATION
Item 1. Legal Proceedings.......................................... 10
Item 2. Changes in Securities and Use of Proceeds.................. 10
Item 3. Defaults Upon Senior Securities............................ 10
Item 4. Submission of Matters to a Vote of Security Holders........ 10
Item 5. Other Information.......................................... 10
Item 6. Exhibits and Reports on Form 8-K........................... 11
Signatures......................................................... 12
<PAGE>
ITEM 1. Financial Statements
Alaska Pacific Bancshares, Inc. and Subsidiary
Consolidated Balance Sheets
(Unaudited)
(in thousands)
March 31, December 31,
1999 1998
- ------------------------------------------------------------------------------
Assets
Cash and due from banks $ 5,020 $ 3,201
Interest-earning deposits in banks 6,252 11,383
- ------------------------------------------------------------------------------
Total cash and cash equivalents 11,272 14,584
Investment securities available for sale, at
fair value (amortized cost: 1999
- $17,622; 1998 - $18,474) 17,332 18,176
Federal Home Loan Bank stock 1,289 1,265
Loans held for sale 939 899
Loans 76,397 71,510
Less allowance for loan losses 688 674
- ------------------------------------------------------------------------------
Loans, net 75,709 70,836
Accrued interest receivable 635 593
Premises and equipment 3,539 3,306
Foreclosed properties 155 311
Other assets 923 836
- ------------------------------------------------------------------------------
Total Assets $ 111,793 $ 110,806
==============================================================================
Liabilities and Equity Capital
Deposits:
Noninterest-bearing demand $ 5,500 $ 5,046
Interest-bearing demand 24,469 25,570
Money market 15,415 15,872
Savings 18,319 18,674
Certificates of deposit 36,026 36,783
- ------------------------------------------------------------------------------
Total deposits 99,729 101,945
Federal Home Loan Bank advances 2,100 -
Advances from borrowers for taxes and insurance 1,488 866
Accounts payable and accrued expenses 326 240
Accrued interest payable 530 389
Other liabilities 309 116
- ------------------------------------------------------------------------------
Total liabilities 104,482 103,556
Equity capital:
Retained earnings 7,601 7,548
Accumulated other comprehensive income (loss) (290) (298)
- ------------------------------------------------------------------------------
Total equity capital 7,311 7,250
- ------------------------------------------------------------------------------
Total Liabilities and Equity Capital $ 111,793 $ 110,806
==============================================================================
See notes to unaudited interim financial statements.
1
<PAGE>
Alaska Pacific Bancshares, Inc. and Subsidiary
Consolidated Statements of Income
(Unaudited)
(in thousands)
Three Months Ended
March 31,
--------------------------
1999 1998
- ------------------------------------------------------------------------------
Interest Income
Loans $ 1,635 $ 1,717
Investment securities 249 310
Interest-bearing deposits with banks 104 124
- ------------------------------------------------------------------------------
Total interest income 1,988 2,151
Interest Expense
Deposits 863 927
Federal Home Loan Bank advances 4 133
- ------------------------------------------------------------------------------
Total interest expense 867 1,060
- ------------------------------------------------------------------------------
Net Interest Income 1,121 1,091
Provision for loan losses 15 15
- ------------------------------------------------------------------------------
Net interest income after provision for loan
losses 1,106 1,076
Noninterest Income
Mortgage servicing income 52 59
Service charges on deposit accounts 76 60
Other service charges and fees 27 31
Gain on sale of mortgage loans 6 76
- ------------------------------------------------------------------------------
Total noninterest income 161 226
Noninterest Expense
Compensation and benefits 641 628
Occupancy 260 259
Data processing 82 80
Professional and consulting fees 34 42
Marketing and public relations 32 36
Cost of operations of foreclosed properties - -
Other 165 153
- ------------------------------------------------------------------------------
Total noninterest expense 1,214 1,198
- ------------------------------------------------------------------------------
Income before income tax 53 104
Income tax - -
- ------------------------------------------------------------------------------
Net Income $ 53 $ 104
==============================================================================
See notes to unaudited interim financial statements.
2
<PAGE>
Alaska Pacific Bancshares, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Three Months Ended
March 31,
--------------------------
1999 1998
- ------------------------------------------------------------------------------
Operating Activities
Net income $ 53 $ 104
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 15 15
Gain on sale of foreclosed properties (9) -
Depreciation and amortization 89 93
Federal Home Loan Bank stock dividends (24) (22)
Amortization of fees, discounts, and premiums, net (2) 5
Cash provided by changes in operating assets
and liabilities:
Accrued interest receivable (42) -
Loans held for sale (40) (323)
Other assets (87) (98)
Advances from borrowers for taxes and insurance 622 708
Accrued interest payable 141 376
Accounts payable and accrued expenses 86 42
Other liabilities 193 214
- ------------------------------------------------------------------------------
Net cash provided by operating activities 995 1,114
Investing Activities
Purchase of investment securities available for
sale (3,000) -
Maturities and principal repayments of:
Investment securities available for sale 3,821 474
Investment securities held to maturity - 112
Loan originations, net of principal repayments (4,855) 3,938
Proceeds from sale of foreclosed properties 165 -
Purchase of premises and equipment (322) (100)
- ------------------------------------------------------------------------------
Net cash provided by (used in) investing
activities (4,191) 4,424
Financing Activities
Net increase (decrease) in Federal Home Loan
Bank advances 2,100 (4,000)
Net increase (decrease) in demand and savings
deposits (1,459) 750
Net decrease in certificates of deposit (757) (294)
- ------------------------------------------------------------------------------
Net cash used by financing activities (116) (3,544)
- ------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents (3,312) 1,994
Cash and cash equivalents at beginning of year 14,584 10,130
- ------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 11,272 $ 12,124
==============================================================================
Supplemental information:
Cash paid for interest $ 3,890 $ 3,655
Net change in unrealized loss on securities
available for sale 8 44
See notes to unaudited interim financial statements.
3
<PAGE>
Alaska Pacific Bancshares, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 - Conversion to Stock Ownership
On July 1, 1999, Alaska Federal Savings Bank consummated its conversion from a
federally chartered mutual savings bank to a federally chartered stock savings
bank pursuant to a Plan of Conversion. Concurrent with the conversion, Alaska
Federal changed its name to Alaska Pacific Bank. Alaska Pacific Bancshares,
Inc. was formed for the purpose of becoming the holding company of the Bank
upon its conversion. The Company sold 655,415 shares in a subscription and
community offering during June of 1999, which, after giving effect to offering
expenses of approximately $687,000, resulted in net proceeds of $5,867,000
($5,343,000 excluding purchases by the Employee Stock Ownership Plan). The
Company transferred approximately $4.6 million to the Bank in exchange for all
of its stock.
Note 2 - Basis of Presentation
While the accompanying financial statements of the Company are presented on a
consolidated basis with those of Alaska Pacific Bank (formerly Alaska Federal
Savings Bank), the Company did not yet own any shares of the Bank and had no
assets, liabilities, equity or operations as of March 31, 1999. Therefore,
the financial statements presented include only the accounts and operations of
Alaska Pacific Bank. Because the Company had no shares outstanding prior to
July 1, 1999, earnings per share information is not presented.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. They should be read in conjunction with
the audited financial statements of Alaska Federal Savings Bank for the year
ended December 31, 1998 filed as part of the registration statement on Form
SB-2 for Alaska Pacific Bancshares, Inc. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
fair presentation have been included. The results of operations for the
interim periods ended March 31, 1999 and 1998 are not necessarily indicative
of the results which may be expected for an entire year or any other period.
4
<PAGE>
Note 3 - Capital Compliance
At March 31, 1999, the Bank exceeded each of the three current minimum
regulatory capital requirements. The following table summarizes the Bank's
regulatory capital position and requirements at March 31, 1999:
(dollars in thousands)
- ------------------------------------------------------------------------------
Tangible Capital:
Actual $7,601 6.87%
Required 1,660 1.50
- ------------------------------------------------------------------------------
Excess $5,941 5.37%
==============================================================================
Core Capital:
Actual $7,601 6.87%
Required 3,321 3.00
- ------------------------------------------------------------------------------
Excess $4,280 3.87%
==============================================================================
Total Risk-Based Capital:
Actual $8,289 12.36%
Required 5,363 8.00
- ------------------------------------------------------------------------------
Excess $2,926 4.36%
==============================================================================
Note 4 - Comprehensive Income
The Company's only item of comprehensive income other than net income is net
unrealized gains or losses on securities available for sale. Following is a
summary of accumulated other comprehensive income:
Year Ended
Three Months Ended March 31, December 31,
(in thousands) 1999 1998 1998
- ------------------------------------------------------------------------------
Balance at beginning of period $(298) $ (72) $ (72)
Change in net unrealized gains
and losses on securities available
for sale 8 44 (68)
Cumulative effect of
reclassification from securities
held to maturity to securities
available for sale - - (158)
- ------------------------------------------------------------------------------
Balance at end of period $(290) $ (28) $ (298)
==============================================================================
5
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Comparison of Financial Condition at March 31, 1999 and December
31, 1998
Total assets were $111.8 million at March 31, 1999 compared to $110.8
million at December 31, 1998. This increase resulted primarily from an
increase in loans, funded by FHLB advances and reductions in short-term
investments and interest-earning deposits in banks.
Cash and cash equivalents were $11.3 million at March 31, 1999, compared
to $14.6 million at December 31, 1998. Investment securities available for
sale were $17.3 million at March 31, 1999, compared to $18.2 million at
December 31, 1998. These decreases primarily reflect the decrease in
liquidity as a result of increased loans and decreased deposits.
The Office of Thrift Supervision requires a savings institution to
maintain an average daily balance of liquid assets, which are cash and
eligible investments, equal to at least 4.0% of the average daily balance of
its net withdrawable deposits and short-term borrowings. The Bank's actual
liquidity ratios were 29.2% and 32.6% at March 31, 1999 and December 31, 1998,
respectively. The Bank has consistently maintained liquidity levels in excess
of regulatory requirements.
Loans, net, were $75.7 million at March 31, 1999 compared to $70.8
million at December 31, 1998, a 6.9% increase. This increase resulted
primarily from increased originations of both mortgage and nonmortgage loans,
as well as retaining the majority of mortgage loans originated during the
quarter, rather than selling them in the secondary market.
Deposits were $99.7 million at March 31, 1999 compared to $101.9 million
at December 31, 1998, a 2.2% decrease. A moderate decline in deposit levels
is considered normal during the first quarter of the year due to seasonal
fluctuations in the local economy.
Advances from the Federal Home Loan Bank of Seattle increased to $2.1
million at March 31, 1999 from none outstanding at December 31, 1998 to fund
loan demand.
Net income of $53,000 and a decrease in unrealized losses on securities
of $8,000 for the three months ended March 31, 1999, resulted in comprehensive
income of $61,000, which increased total equity to $7.3 million at March 31,
1999.
Comparison of Operating Results for the Three Months Ended March 31, 1999 and
1998
General. During the three months ended March 31, 1999, the Company began
to reverse a decline in total loans by increasing loan originations and by
retaining a substantial portion of mortgage loan production. Mortgage and
nonmortgage loans were added to the portfolio to increase net interest income,
while maintaining interest-rate risk at acceptable levels.
6
<PAGE>
Net Income. Net income for the three months ended March 31, 1999 was
$53,000 compared to $104,000 for the three months ended March 31, 1998, a
decrease of $51,000. The decrease resulted primarily from a decrease in
noninterest income, particularly in gains on sale of mortgage loans.
Net Interest Income. Net interest income increased a moderate 2.8% to
$1.12 million for the first quarter of 1999, compared with $1.09 million for
the same period in 1998. In comparing the two periods, both interest income
and interest expense were lower in 1999 due to a lower level of interest rates
in general, but with a somewhat greater spread between long- and short-term
rates in 1999 which tended to reduce deposit rates to a relatively greater
extent than loan and investment rates.
Provision for Loan Losses. The provision for loan losses remained level
at $15,000 for the three months ended March 31, 1999, unchanged from the same
period in 1998.
Noninterest Income. Noninterest income declined 29.0% to $160,000 in the
three months ended March 31, 1999 compared with $226,000 for the three months
ended March 31, 1998. The decline resulted primarily from a $70,000 decrease
in gain on sale of mortgage loans. The majority of mortgage loans originated
during the first quarter of 1999 were retained in the loan portfolio, rather
than being sold in the secondary market, as was the case during the first
quarter of 1998. Despite selling mortgage loans, and retaining the related
servicing rights, during much of 1998, mortgage servicing income has declined
gradually due to rapid prepayments in the servicing portfolio in 1998, as well
as increasing amortization expense on capitalized mortgage servicing rights.
As a result, mortgage servicing income declined to $52,000 for the first
quarter of 1999 compared with $59,000 in the first quarter of 1998.
Offsetting the declines in mortgage-related income was an overall 13%
increase in service charges on deposit accounts and other service charges and
fees, which amounted to $103,000 in the first quarter of 1999, compared to
$91,000 in the first quarter of 1998. This increase resulted from increases
in both the number of accounts and the rates charged.
Noninterest Expenses. Noninterest expense remained approximately
unchanged at $1.2 million for each of the three-month periods ended March 31,
1999 and 1998. Moderate increases in compensation and benefits (2.2%), data
processing charges (3.0%) and other expenses (1.8%) were partially offset by
an 11.2% decrease in marketing and related expenses.
Income Taxes. No income tax expense was recognized for each of the
three month periods ended March 31, 1999 or 1998 due to net operating loss
carryforwards, which expire in various years beginning in 2002 and through
2012.
7
<PAGE>
Nonperforming Assets
At March 31, 1999, and December 31, 1998, the Company had no nonaccrual
loans, troubled debt restructurings, or loans 90 days or more past due.
Foreclosed properties at March 31, 1999 consisted of one single family
residential property for $155,000, a reduction from two properties at December
31, 1998 totaling $311,000.
Liquidity and Capital Resources
The Company's primary sources of funds are deposits and proceeds from
principal and interest payments on loans. While maturities and scheduled
amortization of loans are a predictable source of funds, deposit flows and
mortgage prepayments are greatly influenced by general interest rates,
economic conditions and competition. The Company's primary investing activity
is loan originations. The Company maintains liquidity levels adequate to fund
loan commitments, investment opportunities, deposit withdrawals and other
financial commitments. The Office of Thrift Supervision requires a savings
institution to maintain an average daily balance of liquid assets, which are
cash and eligible investments, equal to at least 4.0% of the average daily
balance of its net withdrawable deposits and short-term borrowings. The
Bank's actual liquidity ratios were 29.2% and 32.6% at March 31, 1999 and
December 31, 1998, respectively. The Bank has consistently maintained
liquidity levels in excess of regulatory requirements. At March 31, 1999,
management had no knowledge of any trends, events or uncertainties that will
have or are reasonably likely to have material effects on the liquidity,
capital resources or operations of the Company. Further, at March 31, 1999,
management was not aware of any current recommendations by the regulatory
authorities which, if implemented, would have such an effect.
The Company is not subject to any separate regulatory capital
requirements. The Bank exceeded all of its regulatory capital requirements at
March 31, 1999. See Note 3 of the Notes to Consolidated Financial Statements
contained herein for information regarding the Bank's regulatory capital
position at March 31, 1999.
Year 2000 Readiness
The Audit Committee of the Company's Board of Directors oversees the work
of the Y2K Task Force, which is chaired by a member of senior management. The
Task Force has developed and implemented a board-approved Y2K Plan designed to
ensure the Y2K readiness of all critical systems and the uninterrupted flow of
all core business processes through and beyond the century date change.
The Company has completed or substantially completed all phases of the
Y2K Plan as of June 30, 1999, as prescribed by the Federal Financial
Institutions Examination Council (FFIEC) guidelines. Following is a progress
report on the six major phases of the Y2K Plan.
1. Awareness - This educational phase was complete as of June 30, 1998.
8
<PAGE>
2. Assessment - Plan development as well as identification and evaluation of
all critical systems was complete as of December 31, 1998.
3. Renovation - All critical systems were upgraded, renovated or replaced as
necessary to meet Y2K readiness standards. This phase was substantially
complete as of December 31, 1998 and complete prior to March 31, 1999.
The only major renovation required was the replacement of the aging
teller system with a state-of-the-art teller and sales platform that runs
over a Y2K-certified wide area network. Any necessary renovation of
non-critical systems that do not provide primary support to core business
processes will be evaluated and accomplished on a priority basis as time
permits.
4. Validation - Testing of all critical systems and third party vendors for
Y2K compliance was substantially complete prior to March 31, 1999 and
complete as of June 30, 1999. The second round of live testing on the
mainframe applications was successfully completed during April 1999.
Where it was not possible to test directly with third parties, the
Company has reviewed and accepted the results of proxy testing conducted
on its behalf. Testing methods and results have been reviewed by an
independent third party and accepted by the Board of Directors. Testing
of non-critical systems that do not provide primary support to core
business processes will be evaluated and accomplished on a priority basis
as time permits.
5. Implementation - All critical systems have been renovated and tested and
are operating in an on-line environment. This phase was substantially
complete as of June 30, 1999. Ongoing vigilance will ensure that any
routine upgrades to critical systems prior to December 31, 1999 are
properly implemented and do not negatively impact Y2K readiness.
6. Contingency Planning - The Company has developed a comprehensive Y2K
Contingency Plan to minimize disruption of normal service levels, and
risk of loss from safety and soundness, profitability and customer
confidence concerns. The Y2K Contingency Master Plan is further defined
in two specific contingency plans: the Business Resumption Contingency
Plan and the Remediation Contingency Plan. The contingency plan includes
strategies for meeting increased cash and liquidity needs through the
first few months of the Year 2000. The Company's Board of Directors has
reviewed and approved the entire Contingency Plan and the contingency
planning phase is considered substantially complete as of June 30,1999.
The Contingency Plan will be reviewed frequently to ensure that new
information is incorporated into the plan.
Management will continue efforts to promote customer confidence and
public education on Y2K issues. The Company's Y2K readiness effort is on
track and management is confident that the Company will complete a smooth
transition into the next century.
9
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
From time to time, the Company and any subsidiaries may be a party to various
legal proceedings incident to its or their business. At March 31, 1999, there
were no legal proceedings to which the Company or any subsidiary was a party,
or to which of any of their property was subject, which were expected by
management to result in a material loss.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
On May 13, 1999, the Company's Registration Statement on Form SB-2 (File No.
333-74827) covering up to 925,750 shares of common stock at $10.00 per share
to be issued in connection with the Company's initial public offering was
declared effective. The offering commenced on May 21, 1999 and terminated on
June 21, 1999. The offering closed on July 1, 1999 and 655,415 shares of
Company common stock, par value $0.01 per share, were sold at a price of
$10.00 per share. Charles Webb & Company, a division of Keefe, Bruyette &
Woods, Inc. ("Webb") acted as Investment Advisor to the Company and assisted
in the sale of the Company's common stock on a "best efforts" basis.
Since the effective date of the registration statement, the Company incurred
$687,000 in expenses in connection with the issuance and distribution of the
securities registered. $152,000 was paid to or on behalf of Webb and $535,000
represented other expenses of the offering. No such payments were made either
directly or indirectly to directors or officers of the Company or their
associates, persons owning ten percent or more of any class of equity
securities of the Company, or to affiliates of the Company.
In connection with the offering, the Company received $5.9 million in proceeds
after deducting expenses. The Company intends to utilize $0.8 million of the
net proceeds as working capital. Initially, the Company has invested those
funds in short-term liquid assets. The Company loaned $0.5 million of the net
proceeds to the Employee Stock Ownership Plan to purchase Company common stock
and $4.6 million of the net proceeds was used to purchase all of the stock of
the Company's wholly-owned subsidiary, Alaska Pacific Bank. No direct or
indirect payments to directors or officers of the Company or their associates,
or ten percent owners of the Company, or affiliates of the Company were made
by the Company from the net proceeds.
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
None
10
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
Exhibits
3.1 Articles of Incorporation of Alaska Pacific Bancshares, Inc.*
3.2 Bylaws of Alaska Pacific Bancshares, Inc.*
10.1 Alaska Pacific Bank 401(k) Savings Plan*
27 Financial Data Schedule
No reports on Form 8-K were filed during the quarter ended March
31, 1999.
- -----------------
* Incorporated by reference to Registrant's Registration Statement on Form
SB-2, as amended (File No. 333-74827)
11
<PAGE>
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.
Alaska Pacific Bancshares, Inc.
Date: August 13, 1999 /s/ Craig E. Dahl
----------------------------------------
Craig E. Dahl
President and Chief Executive Officer
Alaska Pacific Bancshares, Inc.
Date: August 13, 1999 /s/ Roger K. White
----------------------------------------
Roger K. White
Senior Vice President and
Chief Financial Officer
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 5020
<INT-BEARING-DEPOSITS> 6252
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 17332
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 76397
<ALLOWANCE> 688
<TOTAL-ASSETS> 111793
<DEPOSITS> 99729
<SHORT-TERM> 2100
<LIABILITIES-OTHER> 2653
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 7311
<TOTAL-LIABILITIES-AND-EQUITY> 111793
<INTEREST-LOAN> 1635
<INTEREST-INVEST> 249
<INTEREST-OTHER> 104
<INTEREST-TOTAL> 1988
<INTEREST-DEPOSIT> 863
<INTEREST-EXPENSE> 867
<INTEREST-INCOME-NET> 1121
<LOAN-LOSSES> 15
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1214
<INCOME-PRETAX> 53
<INCOME-PRE-EXTRAORDINARY> 53
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 53
<EPS-BASIC> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 4.37
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 912
<ALLOWANCE-OPEN> 674
<CHARGE-OFFS> 1
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 688
<ALLOWANCE-DOMESTIC> 688
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
