UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the period ended March 31, 1996
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 0-14671
REPUBLIC SECURITY FINANCIAL CORPORATION
Exact name of registrant as specified in its charter)
FLORIDA 59-2335075
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4400 Congress Avenue, West Palm Beach, FL 33407
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (407)
840-1200 Securities registered pursuant to Section
12(b) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed 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 of the issuer's
classes of common stock as of the latest practicable date.
Class Outstanding as of March 31, 1996
- - ----- --------------------------------
Common Stock
par value $.01 6,902,131
Outstanding
<PAGE>
REPUBLIC SECURITY FINANCIAL CORPORATION AND SUBSIDIARY
INDEX
Page
PART I: FINANCIAL INFORMATION
Item 1:
Condensed Consolidated Statements of Financial Condition
March 31, 1996 and December 31, 1995................................1
Condensed Consolidated Statements of Income for the
three months ended March 31, 1996 and 1995..........................2
Condensed Consolidated Statements of Shareholders' Equity
for the nine months ended December 31, 1995 and for
the three months ended March 31, 1996...............................3
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 1996 and 1995..........................4
Notes to Condensed Consolidated Financial Statements................5
Item 2
Management's Discussion and Analysis of Financial Condition and
Results of Operations...............................................7
PART II: OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K....................................8
a) The following reports are included herein:
(11) Statement regarding Computation of Earnings Per Share
b) A report on Form 8-K was filed on January 19, 1996
Signatures.........................................................10
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
====================================================================================================================================
(amounts in thousands except share and per share data) 1996 1995
(unaudited)
- - ------------------------------------------------------------------------------------------------------------------------------------
Assets
<S> <C> <C>
Cash and amounts due from depository institutions $12,335 $ 3,211
Interest-bearing deposits in other financial institutions 25,896 51,162
Investments held to maturity (market value of $5,764 and $10,779 at
March 31, 1996 and December, 31, 1995, respectively) 5,721 10,622
Loans receivable - net 250,086 216,756
Property and equipment - net 7,687 7,192
Other real estate owned - net 1,686 1,340
Goodwill - net 8,085 2,994
Loan servicing rights - net 2,418 2,546
Accrued interest receivable 1,867 1,796
Other assets 7,657 6,042
- - ------------------------------------------------------------------------------------------------------------------------------------
Total $323,438 $303,661
====================================================================================================================================
Liabilities and Shareholders' Equity
Liabilities:
Deposits $266,277 $225,059
Federal Home Loan Bank advances 25,000
Securities sold under agreements to repurchase 1,921 2,350
Advances from borrowers for taxes and insurance 1,289 581
Bank drafts payable 4,932 3,155
Other liabilities 3,934 3,682
- - ------------------------------------------------------------------------------------------------------------------------------------
Total liabilities 278,353 259,827
- - ------------------------------------------------------------------------------------------------------------------------------------
Commitments and Contingencies
Shareholders' equity:
Preferred stock $10.00 stated value; 10,000,000 shares authorized: Series "A" -
379,000 and 401,500 shares issued and outstanding at March 31, 1996
and December 31, 1995, respectively. 3,790 4,015
Series "C" - 1,035,000 shares issued and outstanding at March 31, 1996
and December 31, 1995, respectively 10,350 10,350
Common stock $.01 par value; 20,000,000 shares authorized;
6,902,131 and 6,587,653 shares issued and outstanding at
March 31, 1996 and December 31, 1995, respectively 69 66
Additional paid-in capital 27,263 26,035
Retained earnings 3,613 3,368
- - ------------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 45,085 43,834
- - ------------------------------------------------------------------------------------------------------------------------------------
Total $323,438 $303,661
====================================================================================================================================
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
====================================================================================================================================
Three months ended March 31,
(unaudited)
(amounts in thousands except share and per share data) 1996 1995
- - ------------------------------------------------------------------------------------------------------------------------------------
Interest Income:
<S> <C> <C>
Interest on loans $5,478 $4,874
Interest and dividends on investments 628 378
- - ------------------------------------------------------------------------------------------------------------------------------------
6,106 5,252
- - ------------------------------------------------------------------------------------------------------------------------------------
Interest Expense:
Interest on deposits 2,614 2,145
Interest on borrowings 65 343
- - ------------------------------------------------------------------------------------------------------------------------------------
2,679 2,488
- - ------------------------------------------------------------------------------------------------------------------------------------
Net interest income 3,427 2,764
Provision for loan losses 25 25
- - ------------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses 3,402 2,739
- - ------------------------------------------------------------------------------------------------------------------------------------
Non-interest Income:
Mortgage trading income 45
Gain on sale of loans 37 97
Other income 976 659
- - ------------------------------------------------------------------------------------------------------------------------------------
1,013 801
- - ------------------------------------------------------------------------------------------------------------------------------------
Operating Expenses:
Employee compensation and benefits 1,595 1,333
Occupancy and equipment 588 552
Professional fees 148 215
Advertising and promotions 81 92
Communications 128 108
Data processing 143 98
Insurance 82 150
Other 508 556
- - ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 3,273 3,104
- - ------------------------------------------------------------------------------------------------------------------------------------
Income before taxes 1,142 436
Provision for income taxes 473 158
- - ------------------------------------------------------------------------------------------------------------------------------------
Net income $669 $278
====================================================================================================================================
Net income applicable to common stock $417 $203
====================================================================================================================================
PER SHARE DATA:
Primary earnings per common share $.06 $.05
Fully diluted earnings per common share $.06 $.05
Dividends per common share $.025 $.02
Average common shares and common stock equivalents outstanding 7,008 4,466
====================================================================================================================================
<FN>
See notes to condensed consolidated financial statements
</FN>
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(amounts in thousands except share and per share data)
- - ------------------------------------------------------------------------------------------------------------------------------------
Additional
Preferred Common Paid-in Retained
Stock Stock Capital Earnings
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, March 31, 1995 $4,025 $37 $14,362 $2,022
Exercise of equity contracts - 634,476 shares 6 1,745
Exercise of warrants - 211,300 shares 2 818
Exercise of stock options - 2,668 shares 7
Issuance of stock grants - 12,000 shares 52
Conversion of preferred stock into common stock -
2,469 shares (10) 10
401(k) plan - 1,997 shares 8
Issuance of series "C" preferred stock -
1,035,000 shares 10,350 (850)
Issuance of common stock - 2,070,000 shares 21 9,883
Cash dividends - common stock (302)
Cash dividends - preferred stock series "A" and "C" (329)
Net income for nine months ended December 31, 1995 1,977
- - ------------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995 14,365 66 26,035 3,368
Exercise of warrants - 258,903 shares 3 1,003
Conversion of preferred stock series "A"
into common stock - 55,575 shares (225) 225
Cash dividends - common stock (172)
Cash dividends - preferred stock series "A" and "C" (252)
Net income for three months ended March 31, 1996 669
- - ------------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 1996 $14,140 $69 $27,263 $3,613
- - ------------------------------------------------------------------------------------------------------------------------------------
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(amounts in thousands)
- - ------------------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31,
(unaudited)
1996 1995
- - ------------------------------------------------------------------------------------------------------------------------------------
Operating Activities:
<S> <C> <C>
Net income $669 $278
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses 25 25
Provision for depreciation 159 146
Amortization of goodwill 80 55
Gain on sale of loans -trading, loans and servicing (37) (142)
Loan costs deferred (43) (71)
Loans originated for sale (3,622) (2,302)
Purchase of loans for sale (938)
Sale of loans and loan participation certificates 3,659 7,442
Other - net 881 1,211
- - ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,771 5,704
- - ------------------------------------------------------------------------------------------------------------------------------------
Investing Activities:
Cash and cash equivalents acquired in merger-net 15,235
Maturities and calls of investments 5,492 1,350
Purchases of investments held-to-maturity (500)
Loans purchased for investment (1,053)
Loans originated for investment (5,834) (28,932)
Principal collected on loans 7,617 14,094
Other - net 145 (2,687)
- - ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities 22,155 (17,228)
- - ------------------------------------------------------------------------------------------------------------------------------------
Financing Activities:
Net decrease in demand deposits, NOW accounts,
Money Market accounts and savings accounts (4,234) (2,513)
Proceeds from sales of certificates of deposit 5,606 26,720
Payment for maturing certificates of deposits (16,593) (10,930)
Decrease in FHLB advances (25,000) (5,000)
Other - net 153 (44)
- - ------------------------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities (40,068) 8,233
- - ------------------------------------------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents (16,142) (3,291)
Cash and cash equivalents at beginning of period 54,373 21,192
- - ------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $38,231 $17,901
- - ------------------------------------------------------------------------------------------------------------------------------------
<FN>
For purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from banks and federal funds sold. Generally, federal funds
are purchased and sold for one-day periods. The Company paid $130,000 and
$100,000 in income taxes during the three months ended March 31, 1996 and 1995,
respectively. The Company paid $2,864,000 and $2,431,000 interest on deposits
and other borrowings during the three months ended March 31, 1996 and 1995,
respectively. The Company had $128,000 and $58,000 of transfers from loans to
OREO during the three months ended March 31, 1996 and 1995, respectively. Assets
of $62 million were acquired and $57 million liabilities assumed related to the
merger of Banyan Bank during the three months ended March 31, 1996.
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
4
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
include the accounts of Republic Security Financial Corporation (the
"Company" or "RSFC") and its wholly-owned subsidiary, Republic Security
Bank (the "Bank"). In the opinion of the Company's mana gement, the
financial statements contain all adjustments (consisting of normal
recurring accruals) considered necessary to present fairly the
consolidated financial position of Republic Security Financial
Corporation and its subsidiary as of March 31, 1996 and December 31,
1995, and the results of operations for the three months ended March
31, 1996 and March 31, 1995, and changes in cash flows for the three
months then ended.
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulations S-X. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
Operating results for the three months ended March 31, 1996 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 1996. For further information, refer to the
consolidated financial statements and footnotes thereto included in
Republic Security Financial Corporation's annual report on Form 10K-T
for the nine month transition period ended December 31, 1995.
The balance sheet at December 31, 1995 has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.
2. Non-Performing Assets and Allowance for Loan Losses
At March 31, 1996, the Bank had $4,542,000 in non-performing
assets (loans 90 days or more past due, other real estate owned and
repossessed assets). The provision for loan losses was $25,000 for the
three months ended March 31, 1996 and 1995.
The allowance for credit losses is maintained at a level
believed adequate by management to absorb estimated probable credit
losses. Management's periodic evaluation of the adequacy of the
allowance is based on the Company's past loan loss experience, known
and inherent risks in the portfolio, adverse situations that may affect
the borrower's ability to repay (including the timing of future
payments), the estimated value of any underlying collateral,
composition of the loan portfolio, current economic conditions, and
other relevant factors. This evaluation is inherently subjective as it
requires material estimates including the amounts and timing of future
cash flows expected to be received on impaired loans that may be
susceptible to significant change.
3. Merger
On January 19, 1996, the Company acquired Banyan Bank
("Banyan") for $9,701,320, plus $60,000 in merger related costs. The
purchase price which was paid in the form of cash was determined based
upon a multiple of Banyan's equity balance, limited to a specified
amount, as of the last day of the month prior to closing.
Banyan was a state chartered commercial bank headquartered in
Boca Raton, Florida. Banyan had total assets at January 19, 1996 of
approximately $62,000,000, total deposits of $56,000,000 and two full
service branches located in Boca Raton, and Boynton Beach, Florida.
5
<PAGE>
The acquisition was accounted for as a purchase and approximately
$5,000,000 in goodwill was recognized representing the purchase price
in excess of the fair value of the net assets acquired. Goodwill will
be amortized over 15 years using the straight-line method.
4. Commitments and Contingencies
Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition established
in the contract. Commitments generally have fixed expiration dates or
other termination clauses and may require the payment of a fee. The
total commitment amounts do not necessarily represent future cash
requirements as some commitments expire without being drawn upon. The
Bank evaluates each customer's credit worthiness on a case by case
basis. The amount of collateral obtained, if deemed necessary by the
Bank, upon extension of credit is based on management's credit
evaluation of the counterparty.
At March 31, 1996, the Bank had adjustable rate commitments to
extend credit of $20,330,000 excluding the undisbursed portion of
loans-in-process. These commitments are primarily for commercial lines
of credit secured by commercial real estate or other business assets
and for one-to-four family residential properties .
The United States House and Senate have passed legislation which
provides for a charge to member of the Savings Association Insurance
Fund (the SAIF) in order to bring the SAIF to the regulatory
mandated level and for the eventual merger of the SAIF with the Bank
Insurance Fund. The amount the Bank will be assessed if the
legislation is enacted as currently drafted is estimated to be
approximately $960,000 net of an assumed tax effect at 37%.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Comparison of the Three Months Ended March 31, 1996 and 1995
Results of Operations
The Company had net income of $669,000 or $.06 per common share for the
three months ended March 31, 1996, compared to net income of $278,000 or $.05
per common share for the three months ended March 31, 1995. The increase in net
income is due to an increase of $663,000 in net interest income and an increase
of $212,000 in non-interest income, offset by an increase of $169,000 in
operating expenses and a $315,000 increase in provision for income taxes.
Earnings per share increased but was impacted by the $9.8 million common equity
offering in November 1995 which resulted in an increase of 2,070,000 of common
shares outstanding.
Net Interest Income
Net interest income for the quarter ended March 31, 1996 increased $663,000
or 24% compared to the quarter ended March 31, 1995 due to a $29 million
increase in interest-earning assets offset by a $4 million increase in
interest-bearing liabilities. In addition, the net interest margin increased
from 4.40% for the quarter ended March 31, 1995 to 4.87% for the quarter ended
March 31, 1996. The Banyan bank acquisition is the primary contributor to the
increases in interest-earning assets and interest-bearing liabilities. In
addition, the compositions of the Bank's loan and deposit portfolios have
changed since March 31, 1995 to reflect an increase in commercial purpose and
commercial real estate loans and an increase in business and personal
transaction deposit accounts.
Non-Interest Income
Non-interest income increased $212,000 or 26% due to an increase of
$317,000 in other non-interest income offset by a decrease of $105,000 in
mortgage trading income and gain on the sale of loans. The increase in other
non-interest income for the quarter ended March 31, 1996 compared to the quarter
ended March 31, 1995 is primarily due to an increase of $180,000 in service
charges on deposit accounts and a $118,000 increase in fees related to loan
accounts, ATM charges and other service fees. Gain on sale of loans decreased
due to a decrease in loan production and the decrease in mortgage trading income
is due to the timing of the trades as no mortgage trading transactions occurred
in the quarter ended March 31, 1996.
Operating Expense
Operating expenses increased $169,000 or 5% for the quarter ended March 31,
1996 compared to the quarter ended March 31, 1995. The increase in operating
expenses is primarily related to employee compensation and benefits due to the
Banyan Bank merger which increased the banking center network by two
full-service offices. In addition, non recurring employee compensation and
benefits were incurred during the quarter ended March 31, 1996 due to the
absorption of Banyan Bank into the Bank. Likewise, the quarter ended March 31,
1995 included non recurring costs associated with the absorption of Governors
Bank merger on December 1, 1994 and expenses associated with the closing of the
Bank's mortgage loan production offices during the quarter ended March 31, 1995
which resulted in an increase in employee compensation. Other operating expenses
decreased in the quarter ended March 31, 1996 as compared to the quarter ended
March 31, 1995 due to the loss on the disposal of fixed assets associated with
the relocation of an existing branch office in January 1995. Overall, operating
expenses as a percent of total average assets have remained relatively stable at
4.1% for the quarter ended March 31, 1996 compared to 4.4% for the quarter ended
March 31, 1995.
Provision for Income Taxes
Income tax expenses increased $315,000 for the three months ended March 31,
1996 compared to the three months ended March 31, 1995. The increase is
attributable to an increase in income before taxes of $706,000 and an increase
in the effective tax rate to 41% for the quarter ended March 31, 1996 from 36%
for the quarter ended March 31, 1995. The effective income tax rate increased
primarily due to an increase in non-deductible amortization of goodwill
associated with acquisitions.
7
<PAGE>
Management's Discussion and Analysis
of Financial Condition and Results of Operations (Continued)
- - --------------------------------------------------------------------------------
Liquidity, Sources of Capital and Capital Requirements
As a member of the Federal Home Loan Bank System, the Bank is subject to
regulations which require it to maintain "long term" liquidity ratios. The
majority of the liquid assets of the bank are deposits with the Federal Home
Loan Bank of Atlanta. The Bank was in compliance with liquidity requirements
during the three months ended March 31, 1996.
On certain occasions, demand for loan funds may exceed cash available from
deposits. On such occasions, the Bank may borrow funds from the Federal Home
Loan Bank of Atlanta, draw on lines of credit with commercial banks and/or enter
into repurchase agreements on eligible investments.
Cash and cash equivalents decreased by approximately $16.1 million during
the three months ended March 31, 1996 primarily due to the $25 million repayment
of FHLB advances and $15 million of deposit run-off. The decrease in deposits is
attributable to lowering interest rates paid on certificates of deposits since
March 1995 to become aligned with the commercial bank market. Cash provided by
investing activities of $22 million was used to fund the repayment of FHLB
advances and deposit run-off.
The following table shows the capital amounts and ratios of the Bank at
March 31, 1996
================================================================================
(Dollars in thousands)
- - --------------------------------------------------------------------------------
Tier 1 capital $24,953
Tier 2 capital $2,675
Tier 1 risk adjusted capital ratio 11.58%
Total risk adjusted capital ratio 12.83%
Leverage ratio 8.04%
================================================================================
The Bank was in compliance with its' capital requirements at March 31,
1996.
Financial Condition
As of March 31, 1996, total assets increased $20 million from December 31,
1995. Assets increased $67 million due to the Banyan Bank acquisition,
(including $5 million of goodwill) and $1 million due to an increase in capital
as a result of the exercise of outstanding warrants. These increases were offset
by $25 million repayment of FHLB advances, $15 million in deposit run-off, and
$9.7 million payment of cash for the Banyan purchase. The decrease in deposits
is attributable to lowering interest rates paid on certificates of deposits
since March 1995 to become aligned with the commercial bank market.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included herein:
11) Statement regarding Computation of Earnings Per Share
(b) A report on Form 8-K was filed on January 19, 1996.
8
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 11(a)
STATEMENT 11. RE: Computation of Per Share Earnings
- - ------------------------------------------------------------------------------------------------------------------------------------
Three Months Ended March 31,
1996 1995
- - ------------------------------------------------------------------------------------------------------------------------------------
PRIMARY EARNINGS:
<S> <C> <C>
Average shares outstanding 6,867,550 3,645,391
Net effect of dilutive stock options,
warrants and equity contracts based on the modified
treasury stock method using average market price 140,556 839,422
- - ------------------------------------------------------------------------------------------------------------------------------------
Total weighted average number of shares outstanding 7,008,106 4,484,813
- - ------------------------------------------------------------------------------------------------------------------------------------
Net income $669,000 $278,000
Add income effect of utilizing net proceeds from
conversion of options, warrants and equity 38,000
contracts to reduce debt and invest excess in
government bonds - net of income tax effect
Deduct preferred dividends (252,000) (75,000)
- - ------------------------------------------------------------------------------------------------------------------------------------
Net income available to common shareholders $417,000 $241,000
====================================================================================================================================
Earnings per share $.06 $.05
====================================================================================================================================
</TABLE>
9
<PAGE>
REPUBLIC SECURITY FINANCIAL CORPORATION
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.
Republic Security Financial Corporation
(Registrant)
Date: 5/15/96 /s/ Carla H. Pollard
------------------- --------------------------
Carla H. Pollard
Vice President/Controller
10
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 12,335
<INT-BEARING-DEPOSITS> 25,896
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 5,721
<INVESTMENTS-MARKET> 5,764
<LOANS> 252,761
<ALLOWANCE> 2,675
<TOTAL-ASSETS> 323,438
<DEPOSITS> 266,277
<SHORT-TERM> 1,921
<LIABILITIES-OTHER> 10,155
<LONG-TERM> 0
0
14,140
<COMMON> 27,332
<OTHER-SE> 3,613
<TOTAL-LIABILITIES-AND-EQUITY> 323,438
<INTEREST-LOAN> 5,478
<INTEREST-INVEST> 628
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 6,106
<INTEREST-DEPOSIT> 2,614
<INTEREST-EXPENSE> 2,679
<INTEREST-INCOME-NET> 3,427
<LOAN-LOSSES> 25
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,273
<INCOME-PRETAX> 1,142
<INCOME-PRE-EXTRAORDINARY> 1,142
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 669
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
<YIELD-ACTUAL> 4.87
<LOANS-NON> 2,768
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,675
<CHARGE-OFFS> 83
<RECOVERIES> 21
<ALLOWANCE-CLOSE> 2,613
<ALLOWANCE-DOMESTIC> 2,613
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 147
</TABLE>
