<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 1O-QSB
(Mark One)
[x] Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1995
[ ] Transition report under Section 13 or 15 (d) of the
Exchange Act
For the transition period from __________________________ to
______________________________
Commission file number: 0-15777
FIRST INDEPENDENCE CORPORATION
------------------------------
(Exact Name of Small Business Issuer in Its Charter)
Michigan 38-2583843
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
44 Michigan, Detroit, Michigan 48226
------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(313) 256-8200
--------------
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12 (b) of the Exchange Act:
NONE
Securities registered under Section 12 (g) of the Exchange Act:
Common stock, par value $1.00 per share
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 [ ]
<PAGE> 2
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ j
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
As of September 30, 1995: 336,760 shares outstanding
<PAGE> 3
FIRST INDEPENDENCE CORPORATION
INDEX
PAGE
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet
September 30, 1995 and December 31, 1994 4
Consolidated Statement of Income
Three Months and Nine Months Ended
September 30, 1995 and 1994 5
Consolidated Statement of Cash Flows
Nine Months Ended September 30, 1995 and 1994 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 8 - 10
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
<PAGE> 4
FIRST INDEPENDENCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income 398,315 $ 13,928
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 260,249 221,601
Amortization of premiums and accretion of discounts 32,516 21,495
Provision for loan losses 151,000 270,000
Securities gains,net 0 (11,681)
Changes in:
Accrued interest receivable and other assets (288,282) 78,895
Accrued expenses and other liabilities (105,472) 140,065
----------- ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 448,326 734,303
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investment securities available for sale 0 2,885,253
Proceeds from maturities of investment securities available for sale 3,159,352 1,798,305
Proceeds from maturities of investment securities held to maturity 3,326,800
Purchases of investments securities available for sale (2,000,000) 0
Purchases of investments securities held to maturity (7,985,676) (1,809,000)
Purchase of interest bearing deposits 0 (1,996,977)
Proceeds from sales of interest bearing deposits 0 1,001,267
Proceeds from maturities of interest bearing deposits 0 1,000,000
Net changes in loans (6,292,217) (6,650,797)
Purchase of premises and equipment (1,034,384) (418,566)
----------- ------------
NET CASH USED IN INVESTING ACTIVITIES (10,826,125) (4,190,515)
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Changes in:
Deposits 11,280,829 6,862,801
Securities sold under repurchase agreements 86,482 132,102
Proceeds from issuance of preferred stock 269,408 0
----------- ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 11,636,719 6,994,903
----------- ------------
Net increase (decrease) in cash and cash equivalents 1,258,920 3,538,691
Cash and cash equivalents, beginning of year 15,482,689 9,346,802
----------- ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD 16,741,609 $ 12,885,493
=========== ============
</TABLE>
4
<PAGE> 5
FIRST INDEPENDENCE CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
September 30 December 31
ASSETS 1995 1994
<S> <C> <C>
Cash and due from banks $ 6,021,609 $ 4,432,689
Federal funds sold 10,720,000 11,050,000
Investment securities (market value 32,009,849 28,268,841
of approximately $31,754,959 in
1995 AND $27,728,841 in 1994)
Loans:
Commercial 8,349,703 7,556,262
Real estate mortgages 24,781,312 21,301,273
Consumer 10,309,030 8,224,820
------------ ------------
43,440,045 37,082,355
Allowance for loan losses (1,021,312) (804,839)
------------ ------------
Net loans 42,418,733 36,277,516
Premises and Equipment, net 3,539,990 2,765,855
Accrued interest receivable and 1,427,307 1,139,025
other assets
------------ ------------
TOTAL ASSETS $ 96,137,488 $ 83,933,926
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest - bearing $ 31,215,157 $ 26,931,688
Interest - bearing 53,752,573 46,755,213
------------ ------------
TOTAL DEPOSITS 84,967,730 73,686,901
Federal funds purchased and securities
sold under retail repurchase
agreements 4,910,106 4,823,624
Accrued expenses and other liabilities 838,098 943,568
Notes payable 900,000 900,000
------------ ------------
TOTAL LIABILITIES 91,615,934 80,354,093
------------ ------------
Shareholders' equity:
Preferred stock 2,658,908 2,220,000
Common stock, $1 par value: 500,000
shares authorized; 336,760 shares
issued and outstanding 336,760 336,760
Surplus 2,369,782 2,369,782
Unrealized holding gains (losses) on
investment securities available for sale (5,336) (279,332)
Accumulated deficit (838,560) (1,067,377)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 4,521,554 3,579,833
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDER'S
EQUITY $ 96,137,488 $ 83,933,926
============ ============
</TABLE>
5
<PAGE> 6
FIRST INDEPENDENCE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
September September September September
1995 1994 1995 1994
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans $1,078,094 $ 915,545 $ 3,008,978 $ 2,529,692
Interest on Investment Securities:
Taxable 474,488 269,248 1,328,650 896,545
Tax-exempt 225 5,235 8,879 8,012
Interest on federal funds sold 109,865 77,091 385,679 242,011
Interest on deposits with banks 0 16,706 0 27,522
---------- ------------ ----------- -----------
TOTAL INTEREST INCOME 1,662,672 1,283,825 4,732,186 3,703,782
INTEREST EXPENSE:
Interest on deposits 385,283 304,135 1,079,305 899,736
Interest on borrowed funds 93,376 54,555 267,924 147,652
---------- ------------ ----------- -----------
TOTAL INTEREST EXPENSE 478,659 358,690 1,347,229 1,047,388
---------- ------------ ----------- -----------
NET INTEREST INCOME 1,184,013 925,135 3,384,957 2,656,394
PROVISION FOR LOAN LOSSES 75,000 90,000 151,000 270,000
---------- ------------ ----------- -----------
NET INTEREST INCOME AFTER 1,109,013 835,135 3,233,957 2,386,394
PROVISION FOR LOAN LOSSES
OTHER OPERATING INCOME:
Service charges on deposit accounts 214,186 233,808 618,990 688,642
Securities gains,net 0 0 0 11,681
Other 256,616 239,382 799,017 430,803
---------- ------------ ----------- -----------
TOTAL OTHER OPERATING INCOME 470,802 473,190 1,418,007 1,131,126
OTHER OPERATING EXPENSES
Salaries and benefits 718,792 607,638 2,083,247 1,632,915
Net occupancy expenses 135,100 91,808 355,133 311,168
Premises and equipment expenses 108,005 119,412 361,416 336,348
Other expenses 436,543 416,034 1,453,853 1,223,161
---------- ------------ ----------- -----------
TOTAL OTHER OPERATING EXPENSES 1,398,440 1,234,892 4,253,649 3,503,592
INCOME BEFORE FEDERAL INCOME TAXES 181,375 73,433 398,315 13,928
Federal income tax 0 0 0 0
---------- ------------ ------------ ------------
NET INCOME $ 181,375 $ 73,433 $ 398,315 $ 13,928
========== ============ ============ ===========
Income (loss) per share of common stock:
(net income less preferred dividends of
$ 93,150 in 1995 and $32,400 in 1994
divided by 336,760 average shares of
common stock outstanding in each per $ .45 $ .19 $ .91 $ (.05)
presented) ============ ============ ============ ============
</TABLE>
6
<PAGE> 7
FIRST INDEPENDENCE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of September 30, 1995, the related
consolidated statements of income for the three and nine month periods and the
statement of cash flows for the nine month period ended September 30, 1995 and
1994 are unaudited.
In the opinion of management, all normal recurring adjustments necessary for a
fair presentation of such financial statements have been included. Interim
results are not necessarily indicative of results for a full year.
The consolidated statements include the accounts of First Independence
Corporation (the "Corporation") and its wholly owned subsidiary, First
Independence National Bank of Detroit (the ("Bank").
All significant intercompany balances and transactions have been
eliminated in consolidation.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Liquidity
Deposits at September 30, 1995 increased 15.3% to $84,967,730 compared to the
$73,686,901 at December 31, 1994. This increase is attributable in part
(approximately $5.5 million) to higher public deposits, which can fluctuate
significantly day to day. The remainder of the increase is a result of
approximately $1.5 million higher demand deposits and approximately $4 million
of interest-bearing deposits. The increased deposits were invested principally
in short-term investments and loans.
The Corporation continues to maintain a high liquidity ratio, generally of more
than 35%, which management believes significantly exceeds the funding
requirements for new loans and deposit withdrawals.
Capital Resources
At September 30, 1995, the equity capital to assets ratio of the Bank was 6.4%
compared to 6.21% at December 31, 1994. The increase in this ratio is the
effect of an increase in profits of $398,315 since December 31, 1994 offset by
an increase in assets of $11.3 million. The equity capital ratio is well above
the 5.50% required by an Agreement the Bank has with the office of the
Comptroller of the Currency (the "Comptroller"), the Bank's regulator. (See
Part II. OTHER INFORMATION - Item 3, "Defaults upon senior securities").
8
<PAGE> 9
Results of Operations
Earnings summary.
Nine months ended September 30, 1995 and 1994
Consolidated net income for the nine month period ended September 30, 1995 was
$398,315 compared to net income of $13,928 in the comparable period in 1994.
Net interest income increased $728,563 over the 1994 period due, in part, to a
44 basis point increase in the net interest margin. The higher net interest
margin results principally from more assets allocated to higher yielding loans
instead of Fed Funds sold. The higher net interest income also is due to $10.6
million higher average earning assets in 1995 compared to 1994. Additionally,
fee income from the mortgage brokerage operation was significantly higher in
the 1995 period compared to the 1994 period.
Year-to-date average total loans has increased approximately $2,275,000 over
the comparable period in 1994. Management has continued a program of increased
commercial, home improvement, and real estate lending.
The provision for loan losses of $151,000 for the nine month period is $119,000
lower than the $270,000 provision in 1994. This is due to the fact that the
Bank realized net recoveries of charged off loans of $65,000 in the 1995 period
compared to $117,000 of net chargeoffs in the comparable 1994 period.
Total Other Operating Income in the 1995 period increased $286,881 compared to
the 1994 period due primarily to increased mortgage brokerage activity.
Service charges on demand deposits decreased $69,652 compared to the same
period in 1994 due to larger account balances which are not charged service
fees. Other income increased $368,214 over the 1994 period as a result of
higher fee income generated by the mortgage brokerage activity.
The Corporation increased Other Operating Expenses by $750,057 compared to the
first nine months of 1994. Salaries and benefits increased about $450,300
compared to the 1994 period as a result of the addition of new loan department
personnel and the increased commissions (due to higher volume) in the mortgage
brokerage area. In addition, net occupancy expense was up almost $44,000 for
the 1995 period due to the addition of space for the mortgage brokerage
activity and the costs associated with moving operations and accounting from
leased quarters into the main office. Depreciation increased due to the
purchase of a new computer system and various leasehold improvements in the
main office. The costs of converting to the new computer system, such as
overtime, temporary help and training, also contributed to increased operating
expenses in the third quarter of 1995. Errors and losses were higher in 1995
than 1994 by about $25,000 due primarily to three robberies.
9
<PAGE> 10
Professional fees were $20,000 lower and OREO expense was $80,000 higher than
the comparable 1994 period.
Three months ended September 30, 1995 and 1994
Consolidated net income for the three month period ended September 30, 1995 was
$181,375, compared to $73,433 in the comparable 1994 period. Net interest
income increased $273,000 in 1995 compared to the same period in 1994. This
increase was due to a slightly higher net interest margin of 19 basis points
(5.80%) for the third quarter of 1995 compared to 5.61% in the comparable
period of 1994. Average earning assets increased $14.5 million in the third
quarter of 1995 compared to the same period in 1994. Management continues to
realign the asset mix of the Bank toward a higher percentage of assets in loans
to improve the earnings performance and the quality of the portfolios.
Total loan levels increased to $43,440,045 at September 30, 1995 with
year-to-date average loans $2.0 million higher than in the corresponding period
in 1994. The provision for loan losses for the third quarter periods ended
September 30, 1995 and 1994 was $75,000 and $90,000 respectively. Chargeoffs
and recoveries for the third quarter of 1995 resulted in a net recovery of
$14,601 compared to a net recovery of $920 in the third quarter of 1994.
Total Other Operating Income in the 1995 third quarter decreased $2,388
compared to the third quarter of 1994. Service charges on deposit accounts for
the 1995 quarter were down $19,622 from the 1994 level. Other income increased
$17,234 over the 1994 period primarily as a result of increases in the fee
income generated by the mortgage brokerage department.
Salaries and benefits in 1995 increased $111,154 over the third quarter of
1994. This increase was a result of the previously mentioned addition of loan
department personnel and commissions paid related to the higher level of
mortgage brokerage activity. Other operating expenses in the 1995 third
quarter showed a 10.9% increase of $20,500 to $436,543 over the comparable 1994
period. This increase was principally due to the costs associated with the
data processing system conversion.
10
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 1. Legal proceedings
Reference is made to the information reported under Item 5 of Form
10-KSB for the year ended December 31, 1994 and Item 1 of Form 10-QSB for
the quarters ended March 31, 1995 and June 30, 1995.
ITEM 2. Changes in securities - none.
ITEM 3. Defaults upon senior securities:
The Corporation has $900,000 of senior notes outstanding, due in 2002.
The senior notes require semiannual interest payments. The Corporation did
not make these payments during 1991 through 1995. Management has obtained
written waivers of such payment defaults from the holders of all of the
notes through December 31, 1995.
Accumulated preferred dividends for 1991 through September 30, 1995 were
not paid on the $720,000 of Class A and Class B preferred stock outstanding
of the Corporation. . Management has obtained written waivers of such
payment defaults until December 31, 1995 from the holders of all of the
Class A and Class B preferred stock.
The Corporation has agreed with all holders of the senior notes and of
the Class A and B preferred stock to issue up to 588 shares ($1,000 face
value each) of Class C preferred stock, series 1994-1 as payment for the
accrued and unpaid interest on the senior notes and cumulative dividends
since 1990 on the Class A and B preferred stock through December 31, 1995.
See the Proxy Statement dated September 8, 1994, for a description of the
Class C preferred stock, series 1994-1.
During the third quarter, 1995, the holders of all $900,000 of the
Senior Notes and all $720,000 of the Class A and Class B Preferred Stock
completed an agreement with the Corporation to reduce the interest rate on
the Senior Notes from 9% per year to 6%, and to reduce the dividend rate on
the Class A and Class B Preferred Stock from 6% per year to 4.75%. The
agreements are effective retroactively at January 1, 1994.
ITEM 4. Submission of matters to a vote of security holders
ITEM 5. Other information - none.
11
<PAGE> 12
ITEM 6. Exhibits and reports on Form 8-K.
Exhibit 1. Form of agreements with noteholders and Class A and Class B
preferred stockholders to reduce interest rates and dividends.
There were no reports filed on Form 8-K during the quarter ended
September 30, 1995.
12
<PAGE> 13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
FIRST INDEPENDENCE CORPORATION
(Registrant)
/s/ Richard Shealey
Date: November 20, 1995 ---------------------------------
Richard Shealey
President and Chief
Executive Officer
/s/ Rose Ann Lacy
Date: November 20, 1995 ---------------------------------
Rose Ann Lacy
Senior Vice President and
Chief Financial Officer (and
Interim Controller)
13
<PAGE> 14
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1 Form of agreements with noteholders and Class A
and Class B preferred stockholders to reduce interest
rates and dividends.
27 FINANCIAL DATA SCHEDULE
<PAGE> 1
EXHIBIT 1
AGREEMENT TO REDUCE
DIVIDEND AND INTEREST RATES
This Agreement is made as of January 1, 1994, by and among First Independence
Corporation ("FIC"), a one bank holding company organized under the laws of the
State of Michigan, and all the various holders of Senior Capital Notes (six
holders) issued by First Independence Corporation ("FIC"), which currently bear
interest at 9% per year, and FIC's Class A (two holders) and Class B Preferred
Stock (two holders) (together all the holders are herein called "Holders").
The Holders, along with identification of the FIC securities they hold, and the
dates they signed this agreement, are listed on the signature page(s) attached
hereto.
RECITALS:
A. FIC has not paid dividends on the Preferred Stock since September 15,
1990 and has not paid interest on the Senior Notes since December 15, 1990.
$500,000 of the Senior Notes were issued in 1991 and no interest has been paid
on them since they were issued.
B. FIC has received from each of the Holder waivers (not forgiveness) of
prior defaults and of future defaults through December 31, 1995 (except that
one of the Holders has waived future defaults through December 31, 1994 and
will be asked to waive through December 31, 1995).
C. FIC has asked the Holders, among other things, to agree to a reduction
in the rates of interest and dividends on the Senior Notes and Preferred Stock,
respectively, and the Holders are willing to do so, subject to the terms and
conditions of this Agreement.
AGREEMENT:
The parties each agree as follows, in consideration of each of the others'
agreements herein and for the benefit of FIC:
1. The Holders of the Senior Notes agree that the interest rate of the
Senior Notes shall be reduced from 9% to 6% per year, notwithstanding any prior
agreement to the contrary, effective as of January 1, 1994. The Holders of
the Preferred Stock (Class A and Class B) agree that the cumulative preferred
dividend stated in such stock shall be reduced from 6% to 4.75% per year.
<PAGE> 2
2. Each of the Holders of Preferred Stock hereby consents in lieu of a
meeting to, and grants to Richard Shealey its irrevocable proxy to vote all of
such Holder's shares of Preferred Stock at any duly called shareholders meeting
in favor of, the amendment of section 3.1 (c) of the Articles of Incorporation
of FIC to refer to state that the cumulative preferred dividend will be 4.75%
instead of the present 6%.
3. This agreement shall become binding on the date the last party hereto
signs this agreement. On that date, effective as of January 1, 1994, the
Senior Notes shall bear interest at the rate of 6% per year and the Preferred
Stock (Class A and Class B) shall accrue dividends at the rate of 4.75% per
year, notwithstanding the language of the Notes or Preferred Stock then
actually held by the Holders or the language then in the Articles of
Incorporation of FIC. Each party, including FIC, agrees to take such steps as
may be useful or necessary in order to better evidence the changes in the rates
of the Senior Notes and the Preferred Stock.
4. This agreement may be signed in counterparts and all of them, taken
together, shall have the same effect as one original.
In Witness whereof, each party has signed this agreement on the date set forth
below the signature of its authorized agent or officer.
SENIOR NOTEHOLDERS
FIRST INDEPENDENCE CORPORATION BLUE CROSS/BLUE SHIELD OF
MICHIGAN $400,000
By _______________________ By ______________________
Its ____________________ Its ____________________
Date: ______________, 1994 Date: _____________, 1994
CLASS A PREFERRED STOCKHOLDERS
SBA, RECEIVER FOR ICAC DEARBORN CAPITAL CORPORATION
3,000 shares $100,000
By _______________________ By ______________________
Its ____________________ Its ____________________
Date: ______________, 1994 Date: _____________, 1994
<PAGE> 3
AGREEMENT TO REDUCE
DIVIDEND AND INTEREST RATES
(Signature Page, continued)
TOWER VENTURES, INC. TOWER VENTURES, INC.
1,000 shares $100,000
By _______________________ By ______________________
Its ____________________ Its ____________________
Date: ______________, 1994 Date: _____________, 1994
CLASS B PREFERRED STOCKHOLDERS NOTEHOLDERS (CONT'D)
DEARBORN CAPITAL CORPORATION MOTOR ENTERPRISES, INC.
2,000 shares $100,000
By _______________________ By ______________________
Its ____________________ Its ____________________
Date: ______________, 1994 Date: _____________, 1994
HUDSON-WEBBER FOUNDATION G-TECH INCORPORATED
1,200 shares $100,000
By _______________________ By ______________________
Its ____________________ Its ____________________
Date: ______________, 1994 Date: _____________, 1994
AUTO CLUB OF MICHIGAN, INC.
$100,000
By ______________________
Its ___________________
Date: _____________, 1994
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 6,021,609
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 10,720,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 508,091
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 43,440,045
<ALLOWANCE> (1,021,312)
<TOTAL-ASSETS> 96,137,488
<DEPOSITS> 84,967,730
<SHORT-TERM> 4,910,106
<LIABILITIES-OTHER> 838,098
<LONG-TERM> 900,000
<COMMON> 336,760
0
2,658,908
<OTHER-SE> 1,525,886
<TOTAL-LIABILITIES-AND-EQUITY> 96,137,488
<INTEREST-LOAN> 3,008,978
<INTEREST-INVEST> 1,337,529
<INTEREST-OTHER> 385,679
<INTEREST-TOTAL> 4,732,186
<INTEREST-DEPOSIT> 1,079,305
<INTEREST-EXPENSE> 1,347,229
<INTEREST-INCOME-NET> 3,384,957
<LOAN-LOSSES> 151,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 4,253,649
<INCOME-PRETAX> 398,315
<INCOME-PRE-EXTRAORDINARY> 398,315
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 398,315
<EPS-PRIMARY> .91
<EPS-DILUTED> .91
<YIELD-ACTUAL> 8.00
<LOANS-NON> 832,000
<LOANS-PAST> 1,193,000
<LOANS-TROUBLED> 189,000
<LOANS-PROBLEM> 2,295,000
<ALLOWANCE-OPEN> 804,839
<CHARGE-OFFS> 163,204
<RECOVERIES> 228,677
<ALLOWANCE-CLOSE> 1,021,312
<ALLOWANCE-DOMESTIC> 1,021,312
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
