<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 MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER : 0-12499
FIRST FINANCIAL BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-28222858
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
701 SOUTH HAM LANE, LODI, CALIFORNIA 95242
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(209)-367-2000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NA
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, 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(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.
[ X ] Yes [ ] No
As of March 31, 1997 there were 1,310,692 shares of Common Stock, no par
value, outstanding.
===============================================================================
<PAGE>
FIRST FINANCIAL BANCORP
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
TABLE OF CONTENTS
PAGE
PART I
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 4
PART II
Item 1. Legal Proceedings 7
Item 2. Changes in Securities 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 5. Other Information 7
Item 6. Exhibits and Reports on Form 8-K 8
i
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
FIRST FINANCIAL BANCORP AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 31 DEC. 31
ASSETS 1997 1996
- ------ ---- ----
<S> <C> <C>
Cash and due from banks $ 4,780 $ 4,748
Federal funds sold 20,000 1,100
Investment Securities:
Held-to-maturity securities at amortized cost, market value of
$1,872 and $1,888 at March 31, 1997 and Dec. 31, 1996 1,788 1,789
Available-for-sale securities, at fair value 48,729 35,124
--------- ---------
Total investments 50,517 36,913
Loans 53,461 53,879
Less: allowance for loan losses 1,464 1,207
--------- ---------
Net loans 51,997 52,672
Bank premises and equipment, net 7,523 6,723
Accrued interest receivable 1,234 1,060
Other assets 3,534 1,697
--------- ---------
Total Assets $ 139,585 $ 104,913
========= =========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
<S> <C> <C>
Liabilities:
Deposits
Noninterest bearing $ 13,254 $ 9,066
Interest bearing 113,605 83,141
--------- ---------
Total deposits 126,859 92,207
Accrued interest payable 356 324
Other liabilities 413 493
--------- ---------
Total liabilities 127,628 93,024
Stockholders' equity:
Commonstock - no par value; authorized 9,000,000 shares, issued and
outstanding in 1997 and 1996, 1,310,692
and, 1,308,950 shares 7,325 7,324
Retained earnings 4,713 4,438
Net unrealized holding gains on available-for-sale securities (81) 127
--------- ---------
Total stockholders' equity 11,957 11,889
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 139,585 $ 104,913
========= =========
</TABLE>
1
<PAGE>
FIRST FINANCIAL BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
1997 1996
---- ----
(DOLLAR AMOUNTS IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
INTEREST INCOME:
Loans, including fees $ 1,824 $ 1,344
Investment securities:
Taxable 599 449
Exempt from Federal taxes 69 85
Federal funds sold 135 62
------- -------
Total interest income 2,627 1,940
INTEREST EXPENSE:
Deposit accounts 825 759
Other -- 69
------- -------
Total interest expense 825 828
------- -------
Net interest income 1,802 1,112
Provision for loan losses (80) 55
------- -------
Net interest income after provision for loan losses 1,882 1,057
NONINTEREST INCOME:
Service charges 170 123
Premiums and fees from SBA and mortgage operations 126 95
Miscellaneous 10 11
------- -------
Total noninterest income 306 229
NONINTEREST EXPENSE:
Salaries and employee benefits 756 546
Occupancy 123 118
Equipment 93 85
Other 676 356
------- -------
Total noninterest expense 1,648 1,105
------- -------
Income before provision for income taxes 540 181
Provision for income taxes 200 53
------- -------
Net Income $ 340 $ 128
======= =======
EARNINGS PER SHARE:
Net Income $ 0.25 0.10
======= =======
</TABLE>
2
<PAGE>
FIRST FINANCIAL BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THREE MONTHS ENDED MARCH 31
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 340 $ 128
Adjustments to reconcile net income to net cash
provided by operating activities:
(Increase) Decrease in loans held for sale (342) 925
(Decrease) Increase in deferred loan income (4) 5
Provision for other real estate owned losses 34 4
Depreciation and amortization 255 99
Provision for loan losses (80) 55
Provision for deferred taxes -- (3)
(Increase) Decrease in accrued interest receivable (174) 34
Increase (Decrease) in accrued interest payable 32 (15)
(Decrease) Increase in other liabilities (80) 27
Decrease in other assets -- 43
-------- --------
Net cash (used in) provided by operating
activities (19) 1,302
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturity of available-for-sale securities 4,100 5,445
Proceeds from sale of available-for-sale securities 19,000 --
Purchases of available-for-sale securities (37,060) (3,044)
Decrease (increase) in loans made to customers 1,212 (3,527)
Proceeds from the sale of other real estate -- 79
Purchases of premises and equipment (2,889) (409)
-------- --------
Net cash used in investing
activities (15,637) (1,456)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 34,652 217
Payments on note payable -- (8)
Dividends Paid (65) (65)
Proceeds from issuance of common stock 1 --
-------- --------
Net cash provided by financing
activities 34,588 144
-------- --------
Net increase (decrease) in cash and cash
equivalents 18,932 (10)
Cash and cash equivalents at beginning of period 5,848 7,788
-------- --------
Cash and cash equivalents at end of period
$ 24,780 $ 7,778
======== ========
</TABLE>
3
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
CHANGES IN FINANCIAL CONDITION
Consolidated total assets at March 31, 1997 were $34.7 million above the
comparable level at December 31, 1996. The 33% increase in assets was due
primarily to Bank of Lodi's acquisition of three branches from Wells Fargo Bank
which added $34 million to total deposits. The deposit funds received in the
acquisition of these branches are currently deployed in federal funds sold,
which increased $18.9 million from December 31, 1996, and investment securities,
which increased $13.6 million from December 31, 1996. Bank premises and
equipment and other assets also increased as a result of the branch acquisition.
Bank premises and equipment increased by $800 thousand, or 12%. Other assets
increased by $1.8 million, or 108%.
On February 22, 1997, the Company's wholly owned subsidiary, Bank of Lodi,
completed the acquisition of the Galt, Plymouth, and San Andreas, California,
branches of Wells Fargo Bank. Bank of Lodi purchased the premises and equipment
of the Plymouth and San Andreas branches and assumed the building lease for the
Galt branch. Bank of Lodi also purchased the furniture and equipment of all
three branches and paid a premium for the deposits of each branch. The total
cost of acquiring the branches, including payments to Wells Fargo Bank as well
as other direct costs associated with the purchase, was $2.86 million. The
transaction was accounted for using the purchase method of accounting.
Accordingly, the purchase price was allocated first to identifiable tangible
assets based upon the asset's fair value and then to identifiable intangible
assets based upon the asset's fair value. The excess of the purchase price over
identifiable tangible and intangible assets was allocated to goodwill.
Allocations to identifiable tangible assets, identifiable intangible assets, and
goodwill were $856 thousand, $1.98 million, and $24 thousand, respectively.
Deposits totaling $34 million were acquired in the transaction.
Total deposits were $126.4 million at March 31, 1997 compared to $92.2 million
at December 31, 1996. Total deposits increased by $34.7 million, or 38%, and
included $34 million in deposits received when Bank of Lodi acquired three
branches from Wells Fargo Bank. Noninterest bearing demand deposits increased by
$4.2 million or 46% due to continued business development success and a more
favorable noninterest bearing mix in the deposits acquired from Wells Fargo
Bank. Average noninterest bearing demand deposits for the quarter were 10% of
total average deposits compared to 8% for the comparable prior year quarter.
The aforementioned acquisition of three branches from Wells Fargo Bank and the
resulting increase in deposits significantly increased the liquidity of Bank of
Lodi. As of March 31, 1997 approximately one half of the deposits acquired had
been invested in US Agency securities and, to a lesser degree, mortgage backed
securities. The purchases of U.S. Agency securities included both medium term
notes due in four to five years and callable securities with final maturities in
three to ten years. The callable securities have from one to three years of call
protection. Mortgage backed securities purchased were fixed-rate GNMA
pass-through certificates with an average life of approximately nine years.
Management believes that the current liquidity position of Bank of Lodi is
adequate to support future loan demand, capital investment, and deposit
activity.
The allowance for loan losses at March 31, 1997 is in excess of the December 31,
1996 allowance by $257 thousand, or 21%. The principal reason for the increase
was an increase in the specific reserves for certain loans that exhibited
increased loss exposure during the quarter. There were loan recoveries during
the quarter ended March 31, 1997 of several loans that had been charged off in
previous years totaling $341 thousand. Based upon the resulting reserve position
after recoveries and increases in specific reserves for certain loans, $80
thousand of the reserve was reversed and credited to income in the form of a
negative loan loss provision for the quarter. Nonaccrual loans decreased by $190
thousand, or 21% from December 31, 1996 to March 31, 1997, and the allowance for
loan losses nonaccrual coverage ratio increased to 2.07 times from 1.34 times.
Total portfolio delinquency at March 31, 1997 was 2.58%, compared to 2.14% at
December 31, 1996. Management believes that the allowance for loan losses at
March 31, 1997 is adequate. The following tables depicts activity in the
allowance for loan losses and allocation of reserves for and at the three and
twelve months ended March 31, 1997 and December 31, 1996, respectively:
4
<PAGE>
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
3/31/97 12/31/96
------- --------
<S> <C> <C>
Balance at beginning of period 1,207 959
Charge-offs:
Commercial -- 237
Real estate -- --
Consumer 4 97
----- -----
Total charge-offs 4 334
Recoveries:
Commercial 335 260
Real estate -- --
Consumer 6 12
----- -----
Total recoveries 341 272
----- -----
Net charge-offs (336) 62
(reductions)/additions (credited to)/charged to operations (80) 310
----- -----
Balance at end of period 1,464 1,207
===== =====
Ratio of net charge-offs to average loans outstanding (.01%) 0.11%
===== =====
</TABLE>
ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
3/31/97 3/31/97 12/31/96 12/31/96
LOAN CATEGORY AMOUNT % OF LOANS AMOUNT % OF LOANS
------------- ------ ---------- ------ ----------
Commercial 764 93.97% 490 91.41%
Real Estate 47 5.78% 45 8.40%
Consumer 2 .25% 1 .19%
Unallocated 651 N/A 671 N/A
----- ------ ----- ------
1,464 100.00% 1,207 100.00%
===== ====== ===== ======
Consolidated equity increased by $67 thousand from December 31, 1996 to March
31, 1997. Consolidated equity represented 8.51% of consolidated assets at March
31, 1997 compared to 11.33% at December 31, 1996. The increase in equity from
earnings of $340 thousand for the three months ended March 31, 1997 exceeded
reductions from dividend payments of $65 thousand and a reduction to equity of
$208 thousand to reflect the after-tax market value decline of the
available-for-sale portion of the investment portfolio. The decline in
investment portfolio market value reflects the impact of rising market interest
rates during the three months ended March 31, 1997. The risk capital position of
the Company's subsidiary, Bank of Lodi, NA, declined as a result of the
aforementioned acquisition of three branches from Wells Fargo Bank. The total
risk-based capital ratio was 13.2% at March 31, 1997 compared to 17.0% at
December 31, 1996. The Bank's leverage capital ratio was 6.9% at March 31, 1997
versus 10.8% at December 31, 1996. Notwithstanding the decline in the capital
ratios, the resulting ratios are in excess of the regulatory minimums for a
well-capitalized bank.
CHANGES IN RESULTS OF OPERATION - THREE MONTHS ENDED MARCH 31, 1997
Net income for the three months ended March 31, 1997 was $340 thousand, or $.25
per share, and represented an increase of 150% relative to the three months
ended March 31, 1996. Annualized return on average assets and equity were 1.16%
and 11.4%, respectively, compared to .49% and 4.4%, respectively, for the
comparable prior year quarter. Net interest income increased as a result of the
increase in earning assets related to the acquisition of new branches and a
widened net interest margin which benefited from the collection of $445 thousand
in nonaccrual interest on several loans that had been charged off in previous
years. Noninterest income increased by $77 thousand, or 34%, while noninterest
expenses increased by $543 thousand, or 49%. Based upon the earnings for the
three months ended March 31, 1997, the board of directors of First Financial
Bancorp declared a cash dividend of $.05 per share, payable May 30, 1997, to
shareholders of record May 15, 1997.
5
<PAGE>
Net interest income increased by $687 thousand, or 35%, relative to the
comparable prior year quarter. Net interest margin increased to 6.83% for the
quarter compared to 4.85% in the prior year quarter. During the quarter,
interest income totaling $445 thousand was recovered and recognized on several
loans that had been charged off in previous. Excluding the recovered interest,
net interest margin was 5.15%, or 30 basis points higher than the prior year
quarter. Excluding the recovered interest, the remaining increase in interest
income of $242 thousand represents the net impact of significant changes in the
volume and mix of earning assets and deposits as well as the general level of
interest rates.
Average earning assets and deposits for the three months ended March 31, 1997
increased by $13.7 million, or 15%, and $13.7 million, or 15%, respectively,
over the prior year quarter. Excluding the impact of lower interest rates and
changes in the mix of earning assets and deposits, net interest income increased
$165 thousand as a result of the higher volume of average earning assets and
deposits. Earning assets yielded 9.97% for the quarter compared to 8.46% in the
prior year quarter. Excluding recovered interest, earning asset yields were
8.28% or 18 basis points below the prior year quarter. Asset yields for loans
and investments were higher than the prior year due to a more favorable mix of
loans and a higher mix of callable agency securities in the investment
portfolio. Although average loans outstanding increased over the prior year
quarter, loans as a percentage of earning assets declined to 51% from 57% as a
result of the increase in average earning assets from the branch acquisition.
The mix of deposits shifted away from higher cost certificates of deposit to
lower cost noninterest bearing and interest bearing demand deposit accounts.
Average certificates of deposit were 36% of average deposits and other debt for
the first quarter of 1997 compared to 38% in the prior year. The mix of deposits
and other debt also improved due to the payoff of $2.6 million in mortgage debt
in November 1996. The impact of the changed earning asset mix reduced interest
income by $74 thousand for the quarter relative to the prior year, while the
changed deposit and debt mix reduced interest expense by $24 thousand. Finally,
the impact of higher loan and investment portfolio rates and lower deposit rates
increased net interest income by $135 thousand.
The provision for loan losses decreased by $135 thousand to a negative provision
of $80 thousand. Total recoveries of loans charged off in previous years added
$341 thousand to the allowance for loan losses during the quarter. Management's
analysis of the allowance for loan losses as of March 31, 1997 indicated an
overfunded condition, and $80 thousand of the reserve was credited to the
provision for loan losses. As discussed above under Changes in Financial
Condition, the allowance for loan losses at March 31, 1997 increased in
comparison to December 31, 1996, due to increases in specific reserves for
certain loans for which additional loss exposure was exhibited during the
quarter.
Noninterest income increased by $77 thousand, or 34%, reflecting increases in
both service charge income as well as income from SBA and mortgage operations.
Service charge income increased by 38% as a result of increased deposit account
and transaction volumes as well as increases in certain service charge rates.
Deposit account and transaction volumes increased due to Bank of Lodi's
acquisition of three branches as discussed above under Changes in Financial
Condition as well as new account activity at existing branches. SBA and mortgage
income improved by 33%. The principal element of increased SBA and mortgage
income was increased SBA loan origination and sale volume. Premium income
related to SBA loan sales rose by 72% over the prior year quarter due to
continued improvement in the climate for small business loans as well as focused
business development efforts.
Noninterest expenses increased by $543 thousand, or 43%, compared to the prior
year quarter. Salaries and benefit expenses increased due in part to incentive
compensation accruals related to increased profitability and SBA loan sales
volumes. Other noninterest expenses increased due to the amortization of
intangible assets received in Bank of Lodi's acquisition of three branches,
provisions for losses on the sale of other real estate owned, provision for
losses in connection with the reclamation of deposit account cash items, and the
accrual of legal and professional costs associated with loan loss resolution.
The aforementioned salary and other noninterest expense items which are not
comparable to the prior year total approximately $300 thousand in the aggregate.
Excluding these items, total noninterest expenses increased by $243 thousand, or
22%, reflecting salary and benefit expenses for the newly acquired branches, the
addition of one administrative officer, and other operating expenses related to
the expanded operational base of Bank of Lodi. The acquisition by Bank of Lodi
of three branches from Wells Fargo Bank is discussed above under Changes in
Financial Condition.
6
<PAGE>
BASIS OF PRESENTATION
First Financial Bancorp is the holding company for Bank of Lodi, N.A.. In the
opinion of management, the accompanying unaudited consolidated financial
statements reflect all adjustments (consisting of normal recurring accruals and
other accruals as explained above) necessary for a fair presentation of
financial position as of the dates indicated and results of operations for the
periods shown. All material intercompany accounts and transactions have been
eliminated in consolidation. In preparing the financial statements, management
is required to make estimates and assumptions that affect the reported amounts.
The results for the three months ended March 31, 1997 are not necessarily
indicative of the results which may be expected for the year ended December 31,
1997. The unaudited consolidated financial statements presented herein should be
read in conjunction with the consolidated financial statements and notes
included in the 1996 Annual Report to Shareholders.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held on April
22, 1997. The purpose of the meeting was to elect the
company's board of directors and approve the First Financial
Bancorp 1997 Stock Option Plan. The following directors were
elected based upon the votes cast as indicated:
<TABLE>
<CAPTION>
Director Votes "for" Votes "against" Votes "withheld"
-------- ----------- --------------- ----------------
<S> <C> <C> <C>
Angelo J. Anagnos 783,012 0 8,815
Raymond H. Coldani 783,012 0 8,815
Benjamin R. Goehring 783,012 0 8,815
Bozant Katzakian 783,012 0 8,815
Michael D. Ramsey 783,012 0 8,815
Frank M. Sasaki 783,012 0 8,815
Weldon D. Schumacher 783,012 0 8,815
Dennis R. Swanson 783,012 0 8,815
</TABLE>
The First Financial Bancorp 1997 Stock Option Plan was
approved with 712,755 votes for the plan, 23,857 votes against
the plan, 7,129 votes abstaining, and 48,086 broker non-votes.
There were 1,310,692 shares issued and outstanding as of the
record date, March 3, 1997.
ITEM 5. OTHER INFORMATION
On April 24, 1997, the First Financial Bancorp Board of
Directors declared a cash dividend of $.05 per share, payable
May 30, 1997, to shareholders of record on May 15, 1997. This
is the ninth consecutive quarterly dividend declared by First
Financial Bancorp.
7
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT
NUMBER
2 Not Applicable.
4 Registrant's current Bylaws.
10 Post Effective Amendment No. 1 to Form S8 Registration
Statement (File Number 3340954).
11 Earnings per common and common share equivalents are
calculated by dividing net income by the weighted-average
number of common and common share equivalents outstanding
during the period. Stock options are considered common share
equivalents for this calculation. Weighted average shares
used in the computation of earnings per share for the three
months ended March 31, 1997, and 1996, were 1,374,553 and
1,339,543, respectively.
15 Not Applicable.
16 Not Applicable.
18 Not Applicable.
19 Not Applicable.
20 Not Applicable.
23 Notice of Annual Meeting and Proxy Statement dated
April 1, 1997; filed March 31, 1997.
24 Not Applicable
25 Not Applicable
27 Financial Data Schedule
28 Not Applicable
(b) REPORTS ON FORM 8-K
On April 22, 1997, the company filed a Current Report on Form
8-K dated April 22, 1997, regarding earnings for the first
quarter of 1997.
8
<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.
FIRST FINANCIAL BANCORP
Date April 30, 1997 /s/ David M. Philipp
-------------- ----------------------------
David M. Philipp
Executive Vice-President
Chief Financial Officer
Corporate Secretary
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 31,
1997 FIRST FINANCIAL 10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 4,780,000
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 20,000,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 48,729,000
<INVESTMENTS-CARRYING> 1,788,000
<INVESTMENTS-MARKET> 1,872,000
<LOANS> 53,461,000
<ALLOWANCE> 1,464,000
<TOTAL-ASSETS> 139,585,000
<DEPOSITS> 127,757,000
<SHORT-TERM> 0
<LIABILITIES-OTHER> 769,000
<LONG-TERM> 0
0
0
<COMMON> 7,325,000
<OTHER-SE> 4,632,000
<TOTAL-LIABILITIES-AND-EQUITY> 139,585,000
<INTEREST-LOAN> 1,824,000
<INTEREST-INVEST> 668,000
<INTEREST-OTHER> 135,000
<INTEREST-TOTAL> 2,627,000
<INTEREST-DEPOSIT> 825,000
<INTEREST-EXPENSE> 825,000
<INTEREST-INCOME-NET> 1,802,000
<LOAN-LOSSES> (80,000)
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,648,000
<INCOME-PRETAX> 540,000
<INCOME-PRE-EXTRAORDINARY> 540,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 340,000
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
<YIELD-ACTUAL> 6.83
<LOANS-NON> 707,000
<LOANS-PAST> 32,000
<LOANS-TROUBLED> 983,183
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,207,000
<CHARGE-OFFS> 4,000
<RECOVERIES> 341,000
<ALLOWANCE-CLOSE> 1,464,000
<ALLOWANCE-DOMESTIC> 1,464,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 651,000
</TABLE>
