<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended: JUNE 30, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
---- ----
Commission file number 0-11401
SECURITY CHICAGO CORP.
- ------------------------------------------------------------------------------
(Exact Name of Registrant as Specified In Its Charter)
DELAWARE 36-3236203
- ------------------------------------ ----------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
196 E. PEARSON, CHICAGO, ILLINOIS 60611
- ----------------------------------------- ----------------------------
(Address of Principal Executive Offices) (Zip Code)
312/280-0360
- -----------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate the number of shares outstanding of each the issuer's classes of common
stock, as of the latest practicable date:
Class Outstanding at July 1, 1996
------------------------------------ --------------------------------
Common Stock, par value $5.00 208,714 shares (excluding 31,286
shares held as treasury shares)
-1-
<PAGE>
SECURITY CHICAGO CORP.
AND SUBSIDIARY
INDEX
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 1996
and December 31, 1995.. . . . . . . . . . . . . . . . . . . . . . 3
Condensed Consolidated Statements of Income for the
six months ended June 30, 1996 and 1995 and the
three months ended June 30, 1996 and 1995 . . . . . . . . . . . . 4
Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 1996 and 1995 . . . . . . . . . . . . . 5
Condensed Consolidated Statements of Changes in Stockholders'
Equity for the six months ended June 30, 1996 and 1995. . . . . . 6
Notes to the Condensed Consolidated Financial Statements as of
June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of the Financial
Condition and Results of Operation . . . . . . . . . . . . . . . . . . 8
Part II.
Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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<PAGE>
SECURITY CHICAGO CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 1996 and December 31, 1995
(In thousands, except share data)
- --------------------------------------------------------------------------------
June 30, December 31,
1996 1995
---- ----
ASSETS
Cash and due from banks $ 3,719 $ 3,923
Federal funds sold 18,950 19,900
-------- --------
Total cash and cash equivalents 22,669 23,823
Securities available-for-sale 2,764 2,836
Securities held-to-maturity (market value:
1996 - $15,971; 1995 - $14,551) 16,086 14,553
Loans, net of unearned discount and deferred
loan fees 24,680 26,577
Less: Allowance for loan losses (349) (354)
-------- --------
24,331 26,223
Property, plant and equipment, net 3,096 133
Due from broker for matured securities - 4,085
Accrued interest and other assets 378 534
-------- --------
$ 69,324 $ 72,187
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 11,251 $ 13,829
Interest-bearing 48,226 48,758
-------- --------
Total deposits 59,477 62,587
Accrued interest and other liabilities 1,289 1,140
-------- --------
60,766 63,727
Stockholders' equity
Common stock, $5 par value; 1,000,000 shares
authorized; 240,000 shares issued 1,200 1,200
Surplus 1,200 1,200
Retained earnings 6,987 6,842
Net unrealized loss on securities
available-for-sale, net of tax (141) (94)
Treasury stock, at cost - 31,286 shares (688) (688)
-------- --------
8,558 8,460
-------- --------
$ 69,324 $ 72,187
-------- --------
-------- --------
See accompanying notes to condensed consolidated financial statements.
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<PAGE>
SECURITY CHICAGO CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the six months ended June 30, 1996 and 1995 and
the three months ended June 30, 1996 and 1995
(In thousands, except share and per share data)
- --------------------------------------------------------------------------------
Three months ended Six months ended
June 30, June 30,
1996 1995 1996 1995
---- ---- ---- ----
INTEREST AND DIVIDEND INCOME
Loans, including fee income $ 568 $ 647 $1,150 $1,280
Securities
Taxable 214 280 408 554
Tax-exempt 16 22 33 44
Federal funds sold 208 75 476 121
Dividends 23 29 46 58
------ ------ ------ ------
1,029 1,053 2,113 2,057
INTEREST EXPENSE
Deposits 417 396 863 751
Notes payable - 21 - 40
------ ------ ------ ------
417 417 863 791
------ ------ ------ ------
NET INTEREST INCOME 612 636 1,250 1,266
Provision for loan losses - - - -
------ ------ ------ ------
612 636 1,250 1,266
OTHER INCOME
Service fees 143 190 296 372
Other income 36 38 71 80
------ ------ ------ ------
179 228 367 452
OTHER EXPENSES
Salaries and employee benefits 286 280 595 571
Occupancy and equipment expense 179 141 352 291
Professional fees 62 46 91 93
Computer service fees 48 52 98 107
Other operating expenses 66 130 152 252
------ ------ ------ ------
641 649 1,288 1,314
------ ------ ------ ------
Income before income taxes 150 215 329 404
Provision for income taxes 40 56 99 109
------ ------ ------ ------
NET INCOME $ 110 $ 159 $ 230 $ 295
------ ------ ------ ------
------ ------ ------ ------
Earnings per share $ 0.53 $ 0.76 $ 1.10 $ 1.41
------ ------ ------ ------
------ ------ ------ ------
Weighted average shares outstanding 208,714 209,434 208,714 209,718
- --------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE>
SECURITY CHICAGO CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1996 and 1995
(In thousands)
- --------------------------------------------------------------------------------
Six months ended
June 30,
1996 1995
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 230 $ 295
Adjustments to reconcile net income to net cash
provided by operating activities
Provision for depreciation and amortization 63 49
Net amortization of security premiums/discounts 14 17
Decrease in deferred loan fees (13) (17)
Decrease in due to broker 4,085 -
(Increase) decrease in accrued interest
receivable and other assets 156 (55)
Increase in accrued interest payable and
other liabilities 89 123
------- -------
Net cash provided by operating activities 4,624 412
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturity of securities available for sale - 2,000
Proceeds from maturity of securities held-to-maturity 2,421 4,232
Purchases of securities held-to-maturity (3,968) (5,948)
Net (increase) decrease in loans 1,905 (293)
Purchase of fixed assets, net (3,026) (17)
------- -------
Net cash used in investing activities (2,668) (26)
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in deposits (3,110) (2,899)
Cash dividends paid - (108)
Purchases of treasury stock - (266)
------- -------
Net cash used in financing activities (3,110) (3,273)
------- -------
Net decrease in cash and cash equivalents (1,154) (2,887)
Cash and cash equivalents at beginning of period 23,823 11,256
------- -------
Cash and cash equivalents at end of period $22,669 $8,369
------- -------
------- -------
Supplemental disclosure of cash flow information
Cash paid during period for
Interest $ 897 $ 733
Income taxes 182 75
- --------------------------------------------------------------------------------
See accompanying notes to condensed consolidated financial statements.
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<PAGE>
SECURITY CHICAGO CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY
For the six months ended June 30, 1996 and 1995
(In thousands, except share data)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Net Unrealized
Gain (Loss)
on Securities
Available- Total
Common Retained for-Sale, Treasury Stockholders'
Stock Surplus Earnings Net of Tax Stock Equity
------ ------- -------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994 $1,200 $1,200 $6,328 $(329) $(405) $7,994
Net income for six months ended June 30, 1995 - - 295 - - 295
Purchase of 7,243 treasury shares - - - - (266) (266)
Change in unrealized gain (loss) on
securities available-for-sale, net of tax - - - (19) - (19)
------ ------- -------- ---------- ------ -------
Balance at June 30, 1995 $1,200 $1,200 $6,623 $(348) $(671) $8,004
------ ------- -------- ---------- ------ -------
------ ------- -------- ---------- ------ -------
Balance at December 31, 1995 $1,200 $1,200 $6,842 $(94) $(688) $8,460
Net income for six months ended June 30, 1996 - - 230 - - 230
Cash dividends declared - - (85) - - (85)
Change in unrealized gain (loss) on
securities available-for-sale, net of tax - - - (47) - (47)
------ ------- -------- ---------- ------ -------
Balance at June 30, 1996 $1,200 $1,200 $6,987 $(141) $(688) $8,558
------ ------- -------- ---------- ------ -------
------ ------- -------- ---------- ------ -------
</TABLE>
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See accompanying notes to condensed consolidated financial statements.
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<PAGE>
SECURITY CHICAGO CORP. AND SUBSIDIARY
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
- --------------------------------------------------------------------------------
NOTE 1
Security Chicago Corp. (Corporation) is a one bank holding company which owns
100% of the voting stock of First Security Bank of Chicago (Bank), a state
chartered commercial bank located in Chicago, Illinois. In the opinion of
management, the accompanying condensed consolidated financial statements contain
all adjustments (consisting of normally recurring items) necessary to present
fairly the Corporation's consolidated financial position as of June 30, 1996 and
December 31, 1995, the results of its consolidated operations for the six months
and three months ended June 30, 1996 and 1995, and its consolidated cash flows
and changes in stockholders' equity for the six months ended June 30, 1996 and
1995. The results of operations for the period ended June 30, 1996 are not
necessarily indicative of the results to be expected for the full year.
The financial statements and notes are presented as permitted by Form 10-Q and
do not contain certain information included in the Corporation's annual
financial statements and notes thereto.
NOTE 2
The Bank has the following contractual amounts of financial instruments
outstanding at June 30, 1996 (in 000s):
Commitments to originate loans $ 187
Standby letters of credit 40
NOTE 3
On January 4, 1996, the Bank purchased a building for $2.8 million at 190 E.
Delaware, Chicago, Illinois to house its main office. Management anticipates
advancing an additional $2.2 million for the remodeling and refurbishing of the
building. The accumulated costs through June 30, 1996 have resulted in building
work-in-process of $3.0 million.
NOTE 4
On May 28, 1996, the Corporation entered into an Agreement and Plan of Merger
(Agreement) with TDI Financial Corporation (TDI) and Alpha Acquisition Corp.
(Alpha), a wholly-owned subsidiary of TDI, pursuant to which Alpha will be
merged with and into the Corporation.
Under the terms of the Agreement, holders of the Corporation's common stock will
receive the right to $60.00 for each share. Any and all shares of the
Corporation held as treasury stock shall be cancelled and retired without
further consideration.
The Agreement is subject to the approval of the shareholders of the Corporation
and the approval of the appropriate regulatory authorities.
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<PAGE>
SECURITY CHICAGO CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
June 30, 1996
- --------------------------------------------------------------------------------
The following discussion focuses on the consolidated financial condition of
Security Chicago Corp. (Corporation) and Subsidiary at June 30, 1996 and the
consolidated results of operations for the six months and three months ending
June 30, 1996, compared to the same periods in 1995. The purpose of this
discussion is to provide a better understanding of the condensed consolidated
financial statements and the operations of the Corporation and its subsidiary,
First Security Bank of Chicago (Bank). This discussion should be read in
conjunction with the interim condensed consolidated financial statements and
notes thereto included herein.
PROPOSED ACQUISITION
The Corporation entered into an Agreement and Plan of Merger (Agreement) with
TDI Financial Corporation (TDI) on May 28, 1996. TDI proposes to offer cash for
the common stock of the Corporation. The Agreement is subject to shareholder
and regulatory approval. The Agreement is more fully discussed in Note 4.
RESULTS OF OPERATIONS
Consolidated net income of the Corporation for the second quarter of 1996
totaled $110,000, or $.53 per share, a 31% decrease compared to $159,000, or
$0.76 per share, earned for the second quarter of 1995. Net income was
$230,000, or $1.10 per share, and $295,000, or $1.41 per share, for the six
months ended June 30, 1996 and 1995, respectively. The primary factors that led
to the $65,000 decrease in 1996 six month net income were the decrease in
service fee income and increases in interest expense and occupancy and equipment
expenses. These expenses in 1996 were somewhat offset by an increase in
interest income and a decrease in other operating expenses. These factors are
discussed more fully below.
NET INTEREST INCOME
Interest income increased $56,000 for the six-month period ended June 30, 1996
compared with the comparable period for 1995, mainly due to a $355,000 increase
in federal funds sold income as a result of increased volumes held over the
prior period. This is partially offset by a $130,000 decrease in loan income
and a $157,000 decrease in securities income, which is primarily due to a
decrease in the volume of assets held. The increase in interest income was
offset by an increase of $72,000 in interest expense, which is due to increased
interest rates and volumes of interest-bearing liabilities. The impact of
changes in volumes and rates for earning assets and interest-bearing liabilities
is presented in Table 1 for the six months ended June 30, 1996 and 1995.
Table 1 analyzes the change in net interest income, excluding dividend income,
on a fully tax equivalent basis using a 34% tax rate.
- --------------------------------------------------------------------------------
(Continued)
-8-
<PAGE>
SECURITY CHICAGO CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
June 30, 1996
- --------------------------------------------------------------------------------
Table 1
Favorable (Unfavorable) Changes In Net Interest Income
(In 000's)
SIX MONTHS ENDED JUNE 30, 1996 OVER 1995
Volume Rate Total
------ ---- -----
Federal funds sold $370 $ (15) $ 355
Securities (227) 64 (163)
Loans (126) (4) (130)
----- ----- -----
Total earning assets 17 45 62
Deposits 72 40 112
Notes payable (40) - (40)
----- ----- -----
Total interest-bearing liabilities 32 40 72
----- ----- -----
Change in net interest income $ 15 $ 5 $ (10)
----- ----- -----
----- ----- -----
In the above table, income from the Corporation's investment in AMCORE is
excluded from net interest income.
PROVISION FOR LOAN LOSSES
Credit quality and collection experience continued to be good in 1996, resulting
in no provision for loan losses during the first half of 1996 or 1995.
CHANGES IN NON-INTEREST INCOME AND NON-INTEREST EXPENSE
Service fee income declined $76,000 (20%) and $47,000 (25%) in the 1996 six-
month period and three-month period, respectively, compared to the year earlier
period, principally as a result of a reduction in the minimum balance
requirement on deposits held at the Bank.
Operating expenses for the six months ended June 30, 1996 declined $26,000 (2%)
compared to the same six-month period in 1995. The largest component of the
decrease was a reduction in other operating expenses of $100,000 for the six-
month period ended June 30, 1996, as the Federal Deposit Insurance Corporation
(FDIC) expense for the period declined $73,000 compared to the same six-month
period in 1995. This is due to the FDIC reducing its assessments beginning in
the third quarter of 1995 as the Bank Insurance Fund became fully funded. These
decreases were partially offset by increases in salaries and employee benefits
of $24,000 and occupancy expense of $61,000 for the six months ended June 30,
1996 . The increase in salaries and employee benefits was due to higher
salaries and bonuses paid in the first quarter of 1996 compared to the same
period for 1995. The increase in occupancy expense for the period was due to
$53,000 of expenses related to the upcoming move to the new location.
- --------------------------------------------------------------------------------
(Continued)
-9-
<PAGE>
SECURITY CHICAGO CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
June 30, 1996
- --------------------------------------------------------------------------------
PROVISION FOR INCOME TAXES
The provision for income taxes for the six-month period and three-month period
ended June 30, 1996 was $99,000 and $40,000. This is lower than the same period
for 1995, but is consistent with the proportionate decline in income before
income taxes.
FINANCIAL CONDITION
Consolidated total assets aggregated $69 million and $72 million at June 30,
1996 and December 31, 1995, respectively. The decrease in total assets is a
direct result of the decrease in deposits. Business demand deposits decreased
primarily due to the withdrawal of the majority of funds of a single depositor.
The purchase of the Bank building described in Note 3 of the attached condensed
consolidated financial statements caused property, plant and equipment to
increase by $3 million. This was primarily funded with the payments received
from the due from broker receivable of $4.1 million at December 31, 1995 which
was received in 1996. During the six months ended June 30, 1996, securities
held-to-maturity increased by $1.5 million as a result of purchases exceeding
maturities. Cash and cash equivalents amounted to $22.7 million at June 30,
1996, which is a strong level of liquidity.
The Corporation's allowance for loan losses was relatively unchanged at $349,000
at June 30, 1996. The allowance represented 1.4% and 1.3% of outstanding loans
at June 30, 1996 and December 31, 1995, respectively.
Statement of Financial Accounting Standards (SFAS) No. 114 was adopted on
January 1, 1995. Under SFAS 114, as amended by SFAS 118, the carrying value of
impaired loans is periodically adjusted to reflect cash payments, revised
estimates of future cash flows and increases in the present value of expected
cash flows due to the passage of time. Cash payments representing interest
income are reported as such and other cash payments are reported as reductions
in carrying value. Increases or decreases in carrying value due to changes in
estimates of future payments or the passage of time are reported as reductions
or increases in the provision for loan losses. The adoption of SFAS 114 did not
have a material impact on the Bank's financial position or results of
operations.
CAPITAL RESOURCES
Bank regulatory agencies have adopted capital standards by which all banks and
bank holding companies will be evaluated. Under the risk-based method of
measurement, the resulting ratio is dependent upon not only the level of capital
and assets, but the composition of assets and capital and the amount of off-
balance-sheet commitments. Since the Corporation has consolidated assets of
less than $150 million, regulatory minimum capital tests are applied primarily
to the subsidiary Bank. In accordance with the guidelines of the Federal
Reserve, unrealized net gains and losses, net of deferred income taxes, which
are recorded as an adjustment to equity capital on the financial statements, are
not included in the calculation of these ratios.
- --------------------------------------------------------------------------------
(Continued)
-10-
<PAGE>
SECURITY CHICAGO CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
June 30, 1996
- --------------------------------------------------------------------------------
The Corporation's equity capital was $8,558,000 at June 30, 1996 compared to
$8,460,000 at December 31, 1995. The slight increase was primarily attributable
to net income of $230,000 exceeding dividends declared of $85,000. In addition,
the Corporation had a net unrealized loss on securities available-for-sale of
$141,000 at June 30, 1996 compared to an unrealized loss of $94,000 at December
31, 1995.
The Bank's regulatory capital position was as follows:
Regulatory
Requirement 6/30/96 12/31/95
----------- ------- --------
Risk-based total capital 8.0% 22.61% 22.34%
Risk-based tier 1 capital 4.0 21.44 21.15
Tier 1 leveraged capital 4.0 - 5.0 9.61 9.10
LIQUIDITY
Liquidity measures the ability of the Corporation to meet maturing obligations
and its existing commitments, to withstand fluctuations in deposit levels, to
fund operations, and to provide for customers' credit needs. The liquidity of
the Corporation principally depends on cash flows from operating activities,
investment in and maturity of assets, changes in balances of deposits and
borrowings, and its ability to borrow funds in the money or capital markets.
Net cash outflows resulted primarily from a net decrease in deposits of $3.1
million and purchases of the building for $3.0 million and securities for $ 4.0
million. These were offset by cash inflows resulting primarily from a net
decrease in due from broker of $4.1 million which was the result of securities
that matured on December 31, 1995; however, the proceeds were received in 1996.
NEW ACCOUNTING PRONOUNCEMENTS
SFAS 122
Statement of Financial Accounting Standards No. 122, "Accounting for Mortgage
Servicing Rights", became effective for financial statements issued for fiscal
years beginning after December 31, 1995. The pronouncement requires that the
fair value of the retained mortgage servicing rights on loans that are sold be
recorded as an asset and with a corresponding credit to income. The asset will
then be amortized over the estimated remaining life of the loan servicing
portfolio. The Corporation adopted the standard in 1996, and the impact is not
expected to be material as the Corporation currently does not sell loans into
the secondary market.
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(Continued)
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<PAGE>
SECURITY CHICAGO CORP. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
June 30, 1996
- --------------------------------------------------------------------------------
SFAS 123
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation", became effective for financial statements issued for fiscal
years beginning after December 15, 1995. This pronouncement gives entities a
choice of either adopting a new fair value method of accounting for employee
stock options and expensing any related compensation costs in the income
statement, or continuing to apply Accounting Principles Board Opinion No. 25
and providing proforma disclosure of the effect of the fair value method within
the financial statements. The adoption of this statement will not have an
effect on the Corporation's financial statements as the Corporation does not
issue stock options.
- --------------------------------------------------------------------------------
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<PAGE>
SECURITY CHICAGO CORP. AND SUBSIDIARY
- --------------------------------------------------------------------------------
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Meeting of Stockholders
The Annual Meeting of Stockholders was held on May 20, 1996.
Election of Directors
Messrs. Richard S. Bull, Jr. and Frank W. Fernandes were elected
to serve as Directors of the Corporation at the Annual Meeting.
Item 6. Exhibits and Reports on Form 8-K.
The following exhibit is filed as part of this report.
2.0 Exhibits for and Lists Pursuant to Agreement and Plan of Merger*
* Incorporated herein by reference into this document from the Exhibit to
Form 8-K, filed on June 4, 1996 and any amendments thereto, Registration
No. 0-11401.
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.
SECURITY CHICAGO CORP.
(Registrant)
/s/ THOMAS R. BEVERLIN
----------------------
Thomas R. Beverlin
Executive Vice President
August 14, 1996
/s/ SARAH G. O'SULLIVAN
-----------------------
Sarah G. O'Sullivan
Chief Financial Officer
August 14, 1996
- --------------------------------------------------------------------------------
-13-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 3,719
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 18,950
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,764
<INVESTMENTS-CARRYING> 16,086
<INVESTMENTS-MARKET> 0
<LOANS> 24,680
<ALLOWANCE> (349)
<TOTAL-ASSETS> 69,324
<DEPOSITS> 59,477
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,289
<LONG-TERM> 0
0
0
<COMMON> 1,200
<OTHER-SE> 7,358
<TOTAL-LIABILITIES-AND-EQUITY> 69,324
<INTEREST-LOAN> 1,150
<INTEREST-INVEST> 441
<INTEREST-OTHER> 522
<INTEREST-TOTAL> 2,113
<INTEREST-DEPOSIT> 863
<INTEREST-EXPENSE> 863
<INTEREST-INCOME-NET> 1,250
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,288
<INCOME-PRETAX> 329
<INCOME-PRE-EXTRAORDINARY> 230
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 230
<EPS-PRIMARY> 1.10
<EPS-DILUTED> 1.10
<YIELD-ACTUAL> 4.04
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 354
<CHARGE-OFFS> 5
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 349
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 349
</TABLE>
