QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the period ended March 31, 1998.
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 001-13819
MegaBank Financial Corporation
(Exact name of registrant as specified in its charter)
Colorado 84-0949755
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8100 E. Arapahoe Road, Suite 214, Englewood, Colorado 80112
(Address of principal executive offices) (Zip code)
(303) 740-2265
(Registrant's telephone number)
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
At May 4, 1998, there were 213,578 shares of the registrant's
common stock, no par value, outstanding.
Transitional Small Business Disclosure Format
[ ] Yes [X] No
<PAGE>
MEGABANK FINANCIAL CORPORATION
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements 3
Item 2. Management's Discussion and
Analysis of Financial Condition
And Results of Operations 8
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote
of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MEGABANK FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<CAPTION>
March 31, December 31,
1998 1997
____ ____
(unaudited)
<S> <C> <C>
ASSETS
Cash and due from banks $ 13,009 $ 9,910
Interest-bearing deposits 1,373 1,470
Federal funds sold 26,145 1,775
Investment securities available
for sale 14,011 13,999
Loans 129,622 126,087
Less allowance for loan losses (2,174) (2,083)
____________ ____________
127,448 124,004
Bank premises, leasehold improvements
and equipment, net 4,810 4,799
Accrued interest receivable 993 898
Deferred tax asset 633 636
Preferred securities issuance costs,
net 747 255
Other 197 134
____________ ____________
Total assets $ 189,366 $ 157,880
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Demand, non-interest bearing $ 51,202 $ 42,515
Demand, interest bearing 67,338 56,339
Savings 4,482 4,562
Time 39,897 38,462
___________ ____________
Total deposits 162,919 141,878
Federal Home Loan Bank borrowings - 1,423
Securities sold under agreement to
repurchase 1,025 -
Income taxes payable 300 132
Accrued interest payable 314 152
Note payable - 2,000
Other 550 717
____________ ____________
Total liabilities 165,108 146,302
Company obligated manditorily
redeemable preferred securities
of subsidiary trust holding solely
Junior Subordinated Debentures 12,000 -
Shareholders' equity
Preferred stock; no par value,
10,000,000 shares authorized,
none issued - -
Common stock; no par value,
50,000,000 shares authorized,
213,578 shares issues and
outstanding 1,961 1,961
Retained earnings 10,261 9,578
Accumulated other comprehensive
income 36 39
____________ ____________
Total shareholders' equity 12,258 11,578
____________ ____________
Total liabilities and
shareholders' equity $ 189,366 $ 157,880
============ ============
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
MEGABANK FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Three months ended March 31, 1998 and 1997 (Unaudited)
(Dollars in thousands, except per share data)
<CAPTION>
Three months ended
March 31,
1998 1997
____ ____
(Unaudited)
<S> <C> <C>
Interest income
Loans, including fees $ 3,902 $ 3,085
Taxable investment securities 72 68 72 68
Nontaxable investment securities 187 138
Funds sold 106 87
Other interest 35 9
Total interest income 4,302 3,387
____________ ____________
Interest expense
Deposits 1,265 972
Borrowed funds 73 58
Trust preferred securities 149 -
Notes payable 19 49
____________ ____________
Total interest expense 1,506 1,079
____________ ____________
Net interest income 2,796 2,308
Provision for loan losses 90 150
____________ ____________
Net interest income after
provision for loan losses 2,706 2,158
Other income
Service charges on deposit accounts 28 16
Gain on sale of investment
securities 25 -
Other income 168 195
____________ ____________
Total other income 221 211
Other expenses
Salaries and employee benefits 896 695
Occupancy expenses of premises 185 157
Furniture and equipment expense 115 63
Other expenses 699 653
____________ ____________
Total other expenses 1,895 1,568
____________ ____________
Income before income taxes 1,032 801
Income tax expense 349 280
_____________ ____________
Net income $ 683 $ 521
Other comprehensive income, net of
tax
Unrealized gains on securities
Unrealized holding gains (losses)
arising during the period (5) (26)
Income tax benefit related to items
of other comprehensive income 2 9
_____________ ____________
Other comprehensive income,
net of tax (3) (17)
Comprehensive income $ 680 $ 504
============ ============
Income per share
Basic earnings per share $ 3.20 $ 2.44
============ ============
Common shares outstanding 213,578 213,578
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
MEGABANK FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March 31, 1998 and 1997 (unaudited)
(Dollars in thousands)
<CAPTION>
Three months ended
March 31,
1998 1997
____ ____
(Unaudited)
<S> <C> <C>
Cash flows from operating activities
Net income $ 683 $ 521
Adjustments to reconcile net income
to net cash provided by operating
activities
Provision for loan losses 90 150
Depreciation and amortization 110 56
Gain on sale of investment securities
available for sale (25) -
Deferred income taxes (1) (10)
Changes in deferrals and accruals
Interest receivable (95) (72)
Interest payable 162 25
Income taxes payable 158 179
Other, net (63) (3)
____________ ____________
Net cash provided by operating
activities 1,019 846
Cash flows from investing activities
Net (increase) in federal funds sold (24,370) (17,375)
Net (increase) decrease in
interest-bearing deposits 97 (157)
Purchase of securities available
for sale (150) -
Proceeds from maturities of investment
securities available for sale - 482
Proceeds from sales of securities
available for sale 175 -
Net increase in loans (3,535) (8,393)
Expenditures for bank premises and
equipment (117) (807)
____________ ____________
Net cash used in investing
activities (27,900) (26,250)
Cash flows from financing activities
Net increase in deposits 21,041 30,977
Net increase (decrease) in advances
from Federal Home Loan Bank (1,423) 144
Net increase in repurchase agreements 1,025 -
Proceeds from trust preferred
securities 12,000 -
Debt issuance costs (496) -
Principal payments on notes payable (2,000) (628)
Other (167) 89
____________ ____________
Net cash provided by financing
activities 29,980 30,582
____________ ____________
Net increase in cash and due
from banks 3,099 5,178
Cash and due from banks at beginning
of period 9,910 9,130
____________ ____________
Cash and due from banks at end
of period $ 13,009 $ 14,308
============ ============
Supplemental disclosures of cash flow
information
Cash paid year to date for:
Interest expense $ 1,324 $ 1,090
Income taxes 179 86
<FN>
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
MEGABANK FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three month period ended March 31, 1998 and 1997
(Unaudited)
1. Unaudited Financial Statements
The accompanying unaudited interim financial statements have been
prepared in accordance with the instructions for Form 10-QSB and
do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. All adjustments that are, in the opinion of
management, of a normal recurring nature necessary to a fair
statement of results for the interim periods presented have been
made. The results of operations for such interim periods are not
necessarily indicative of results of operations for a full year.
The statements should be read in conjunction with the summary of
significant accounting policies and notes to consolidated
financial statements included in the prospectus of the Company
dated February 3, 1998 SEC File Nos. 333-42189 and 333-42191.
In the opinion of management, the accompanying financial
statements contain all adjustments necessary to present fairly
the financial position of the Company at March 31, 1998, and the
results of operations and cash flows for the periods ended March
31, 1998 and 1997.
The consolidated financial statements include the accounts of the
Company's respective subsidiaries. All material intercompany
transactions have been eliminated.
2. Nature of Operations
MegaBank Financial Corporation (the "Company") was founded in
1984 with the objective of building a banking franchise in the
Denver, Colorado metropolitan area that would deliver a broad
based package of products and services to businesses and
individuals. The Company's banking subsidiary, MegaBank of
Arapahoe (the "Bank"), was organized in 1983. Since the advent
of branch banking in Colorado in 1993, the Bank has opened six
additional banking locations throughout the Denver area. Four
more branches are in the planning and construction phases of
which one is expected to open in 1998.
3. Offering of Trust Preferred Securities by MB Capital I
On February 9, 1998 the Company and its wholly-owned subsidiary,
MB Capital I (the "Trust"), completed the sale of $12.0 million
of 8.75% Cumulative Trust Preferred Securities of the Trust. Net
proceeds were approximately $11.2 million after payment of sales
commissions and other offering costs, and were invested in Junior
Subordinated Debentures maturing February 9, 2028, issued by the
Company to the Trust in connection with the public offering.
<PAGE>
Interest on the Junior Subordinated Debentures will be paid by
the Company to the Trust, will be the sole revenues of the Trust
and the source for distributions by the Trust to the holders of
the Trust Preferred Securities.
For financial reporting purposes, the Trust is treated as a
subsidiary of the Company, and accordingly, the accounts of the
Trust are included in the consolidated financial statements of
the Company. The Trust Preferred Securities are presented as a
separate line item in the consolidated balance sheet under the
caption "Company obligated mandatorily redeemable preferred
securities of subsidiary trust holding solely Junior Subordinated
Debentures." For financial reporting purposes, the Company
records distributions payable on the Trust Preferred Securities
as interest expense in the consolidated statements of income.
The Junior Subordinated Debentures are unsecured and rank junior
and are subordinate to all senior debt of the Company and
constitute a full and unconditional guarantee on a subordinated
basis by the Company of the obligations of the Trust under the
Preferred Securities.
4. Comprehensive Income
The Company adopted Financial Accounting Standards Board
Statement No. 130, "Reporting Comprehensive Income" (SFAS No.
130), effective January 1, 1998. SFAS No. 130 establishes
standards for reporting comprehensive income and its components
(revenues, expenses, gains and losses). Components of
comprehensive income are net income and all other non-owner
changes in equity. The Statement requires that an enterprise (a)
classify items of other comprehensive income by their nature in a
financial statement and (b) display the accumulated balance of
other comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of a statement
of financial position. Reclassification of financial statements
for earlier periods provided for comparative purposes is
required. Amounts formerly presented in Shareholders' Equity as
"Unrealized gains on securities available for sale, net of
taxes", are now reflected as "Accumulated other comprehensive
income".
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Overview
It is presumed that readers of these interim financial statements
have read or have access to the Management's Discussion and
Analysis of Financial Condition and Results of Operations for the
year ended December 31, 1996, included in the Company's
Prospectus dated February 3, 1998, SEC File Nos. 333-42189 and
333-42191. The following discussion of the financial condition
and results of operation of the Company should be read in
conjunction with the unaudited consolidated financial statements
of the Company included elsewhere herein.
Results of Operations
In the quarter ended March 31, 1998, the Company generated
interest income of $4.3 million compared to $3.4 million for the
same period last year. The increase was due to higher balances
of interest earning assets. Interest expense for the same
periods was $1.5 million compared to $1.1 million. Additional
interest bearing deposits contributed to the increase in interest
expense, as well as the additional interest expense of the Trust
Preferred Securities offering discussed elsewhere herein. Other
income generated in the first quarter of 1998 increased slightly
to approximately $221,000 as compared to $211,000 for the first
quarter of 1997. This overall increase is attributable to a one-
time gain on sale of equity securities. At the same time, a
decrease in other income is also attributable to the decrease in
rental income from third parties in the Company's main office
building. Prior to 1998, the Company had let space to third
parties. The Bank has gradually occupied much of this space as
it has become available, decreasing the amount of rental space
occupied by third parties. Other expenses in the first quarter
of 1998 were $1.9 million as compared to $1.6 million for the
same period last year. An increase in other expenses is
primarily due to additional employee expense required by branch
expansion and internal growth.
In the quarter ended March 31, 1998, the Company generated net
income after provisions for income tax of $682,577 compared to
$521,145 for the same period last year. This improvement is
attributable to the overall growth of the Bank. Total assets of
the Company were approximately $189 million and $150 million at
March 31, 1998 and 1997, respectively.
On February 9, 1998 the Company and its wholly-owned subsidiary,
MB Capital I (the "Trust"), completed the sale of $12.0 million
of 8.75% Cumulative Trust Preferred Securities of the Trust. Net
proceeds were approximately $11.2 million after payment of sales
commissions and other offering costs, and were invested in Junior
Subordinated Debentures issued by the Company to the Trust in
connection with the public offering. Interest on the Junior
Subordinated Debentures will be paid by the Company to the Trust,
will be the sole revenues of the Trust and the source for
distributions by the Trust to the holders of the Trust Preferred
Securities.
<PAGE>
With a portion of the net proceeds obtained in the public
offering of Trust Preferred Securities, the Company infused the
Bank with $6 million in capital of which $2 million was targeted
for additional branch expansion. This additional capital has
allowed the Bank to increase its legal lending limits. The
increased lending limit is designed to further the Bank's
internal growth objectives.
Net increases in loans were $3.5 million and $8.4 million during
the quarters ended March 31, 1998 and 1997, respectively. It is
important to note that this was a net increase. Actual
origination of new loans was approximately $60.6 million during
the first quarter of 1998 as compared to $40.6 million during the
same period in 1997.
Net increases in deposits were $21.0 million for the first
quarter of 1998 compared to a net increase of $31.0 million for
the same time period in 1998. Although the net increase is lower
than the previous year, total deposits were approximately $162.9
million at March 31, 1998 as compared to $135.6 million at March
31, 1997.
Analysis of Allowance for Loan Losses. The allowance for loan
losses represents management's recognition of the risks of
extending credit and its evaluation of the quality of the loan
portfolio. The allowance is maintained at a level considered
adequate to provide for anticipated loan losses based on
management's assessment of various factors affecting the loan
portfolio. The allowance is increased by additional charges to
operating income and reduced by loans charged off, net of
recoveries.
<TABLE>
The following table sets forth information regarding changes in
the allowance for loan losses of the Company for the period
indicated.
<CAPTION>
Three Months Ended
March 31, 1998
(Dollars in thousands)
<S> <C>
Average total loans $128,664
========
Total loans at end of period $129,622
========
Allowance at beginning of period $ 2,083
Charge-offs:
Construction -
Commercial and industrial (2)
Installment -
Mortgage -
Other (1)
_________
Total charge-offs (3)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1998
(Dollars in thousands)
<S> <C>
Recoveries:
Construction -
Commercial and industrial 1
Installment 3
Mortgage -
Other -
__________
Total recoveries 4
Net (charge-offs) recoveries 1
Provisions for loan losses 90
__________
Allowance at end of period $ 2,174
__________
Ratio of net (charge-offs) recoveries
to average loans 0.001%
Allowance to total loans
to end of period 1.68%
Allowance to nonperforming loans 135.54%
</TABLE>
The Company's lending personnel are responsible for continuous
monitoring of the quality of loan portfolios. The loan
portfolios are also monitored and examined by the Company loan
review personnel. The allowance for loan losses is based
primarily on management's estimates of possible loan losses from
the foregoing processes and historical experience. These
estimates involve ongoing judgments and may be adjusted over time
depending on economic conditions and changing historical
experience.
State and federal regulatory agencies, as an integral part of
their examination process, review the Company's loans and its
allowance for loan losses. Management believes that the
Company's allowance for loan losses is adequate to cover
anticipated losses. There can be no assurance, however, that
management will not determine a need to increase the allowance
for loan losses or that regulators, when reviewing the Company's
loan portfolios in the future, will not require the Company to
increase such allowance, either of which could adversely affect
the Company's earnings. Further, there can be no assurance that
the Company's actual loan losses will not exceed its allowance
for loan losses.
Nonperforming loans. Nonperforming loans consist of loans 90
days or more delinquent and still accruing interest, nonaccrual
loans and restructured loans. When, in the opinion of
management, a reasonable doubt exists as to the collectibility of
interest, regardless of the delinquency status of a loan, the
accrual of interest income is discontinued and interest accrued
during the current year is reversed through a charge to current
year's earnings. While the loan is on nonaccrual status,
interest income is recognized only upon receipt and then only if,
in the judgment of management, there is no reasonable doubt as to
<PAGE>
the collectibility of the principal balance. Loans 90 days or
more delinquent generally are changed to nonaccrual status
unless the loan is in the process of collection and
management determines that full collection of principal and
accrued interest is probable.
Restructured loans are those for which concessions, including the
reduction of interest rates below a rate otherwise available to
the borrower or the deferral of interest or principal, have been
granted due to the borrower's weakened financial condition.
Interest on restructured loans is accrued at the restructured
rates when it is anticipated that no loss of original principal
will occur. The Company did not have any restructured loans as
of March 31, 1998.
<TABLE>
The following table sets forth information concerning the
nonperforming assets of the Company at the dates indicated:
<CAPTION>
March 31, December 31,
1998 1997
____ ____
<S> <C> <C>
Nonaccrual loans $1,604 $1,604
Other loans 90 days past due - -
Other real estate - -
____________ ____________
Total nonperforming loans $1,604 $1,604
============ ============
Ratio of nonaccrual and other loans
90 days past due to total loans 1.24% 1.27%
Ratio of nonperforming assets to
total loans plus other real estate 1.24 1.27
Ratio of nonperforming assets to
total assets 0.85 1.02
</TABLE>
Of the amount of nonaccrual loans as of December 31, 1997 and
March 31, 1998, all of the $1.6 million is the Bank's portion of
the five related loans totaling approximately $4.5 million which
are subject to a Chapter 11 bankruptcy proceeding. The loans
were originated by the Bank and were made at various times during
1994, 1995 and 1996 in connection with a real estate development
on which the developer has constructed a residential building
assembly plant. The loans are secured by real estate. The loans
are also secured by certificates of deposit in the approximate
amount of $792,000 as well as two personal guarantees from the
owners of the developer as well as guaranteed by a related
limited partnership, all three of which have substantial net
worth. Management believes that the Company is adequately
collateralized on these loans. Subsequent to March 31, 1998, the
Bank received payment of $210,482 on such loans that was applied
to principal.
Management is not aware of any adverse trend relating to the
Company's loan portfolio. As of March 31, 1998, there were no
significant balances of loans excluded from nonperforming loans
set forth above, where known information about possible credit
problems of borrowers caused management to have serious doubts as
to the ability of such borrowers to comply with the present loan
repayment terms and which may result in such loans becoming
nonperforming.
<PAGE>
Liquidity and Capital Resources
The Company has two basic sources of liquidity. The first is its
retail deposit market served by its banking offices. The Company
has increased core deposits through growth of its existing
deposits and through promotions directed at existing and
potential customers. Deposits increased to $162.9 million at
March 31, 1998 as compared to $135.6 million at March 31, 1997.
The second source of the Company's liquidity is Federal Home Loan
Bank ("FHLB") advances and Company lines of credit. FHLB
advances are used regularly in the cash management function both
to fund a portion of the lending portfolio and to manage the day-
to-day fluctuations in liquidity resulting from needs of
depositors and borrowers. At March 31, 1998, the Company had
available $7.0 million of unused borrowing capacity from the FHLB
and $5.5 million from its other lenders. The Company anticipates
that it will continue to rely primarily upon customer deposits,
FHLB borrowings, other lending sources, loan repayments, loan
sales and retained earnings to provide liquidity, and will use
funds provided primarily to make loans and to purchase investment
securities.
The Trust Preferred Securities were structured to qualify as Tier
1 capital for the Company for regulatory capital purposes.
However, they cannot be used to constitute more than 25% of the
Company's total Tier 1 capital. Any future increases in other
elements of the Company's Tier 1 capital, including retained
earnings, should permit the Company to include greater portions
of the trust preferred securities proceeds in Tier 1 capital.
Based on risk-based capital guidelines of the Federal Reserve
Bank, a bank holding company is required to maintain a Tier 1
capital to risk-adjusted assets ratio of 4% and a total capital
to risk-adjusted assets ratio of 8%. At March 31, 1998, the
Company had a Tier 1 capital ratio of 11.3% and a total capital
ratio of 18.1%.
Year 2000 Considerations
A significant issue has emerged in the banking industry and for
the economy overall regarding how existing application software
programs and operating systems can accommodate the date value for
the year 2000. Implementation of the Company's plan to test in-
house and out-sourced software is already underway. Testing of
applications considered to be "mission critical" are scheduled
for completion by first quarter of 1999. Total compliance for
all systems is expected to be complete by the third quarter of
1999. The financial impact to the Company to ensure year 2000
compliance is not anticipated by management to be material to the
financial position, results of operations or cash flow of the
Company. The in-house plan was presented to the Board of
Directors at the monthly meeting in February 1998. The team for
the plan is responsible for the implementation of the plan and
progress reports to the Board on a quarterly basis until October
1998 and on a monthly basis thereafter until the plan is
completed.
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
<TABLE>
The Company held its Annual Meeting of Shareholders on
January 15, 1998. The following proposals were voted upon
at the Annual Meeting: (i) the election of five
individuals as directors, and (ii) the approval of an
amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of capital stock
to 50,000,000 shares of common stock and 10,000,000 shares
of preferred stock. The results of voting were as
follows:
<CAPTION>
Proposal 1 - Election of Directors:
Nominee Votes for Votes Withheld
------- --------- --------------
<S> <C> <C>
Thomas R. Kowalski 188,760 0
Raymond L. Anilionis 188,760 0
Larry A. Olsen 188,760 0
Dr. Donald B. Brown 188,760 0
William F. Sievers 188,760 0
<CAPTION>
Proposal 2 - Approval to Increase Authorized Shares:
Votes for Votes Against Votes Withheld
--------- ------------- --------------
<S> <C> <C>
186,260 2,500 0
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits.
Exhibit 27 - Financial Data Schedule (filed
electronically only).
b. Reports on Form 8-K.
None.
<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.
MEGABANK FINANCIAL CORPORATION
(Registrant )
/s/ Hiram J. Welton
Date: May 5, 1998 Hiram J. Welton
Treasurer
Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> $13,009
<INT-BEARING-DEPOSITS> 1,373
<FED-FUNDS-SOLD> 26,145
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 14,011
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 129,622
<ALLOWANCE> 2,174
<TOTAL-ASSETS> 189,366
<DEPOSITS> 162,919
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,189
<LONG-TERM> 0
12,000
0
<COMMON> 1,961
<OTHER-SE> 10,297
<TOTAL-LIABILITIES-AND-EQUITY> 189,366
<INTEREST-LOAN> 3,902
<INTEREST-INVEST> 259
<INTEREST-OTHER> 241
<INTEREST-TOTAL> 4,302
<INTEREST-DEPOSIT> 1,265
<INTEREST-EXPENSE> 1,506
<INTEREST-INCOME-NET> 2,796
<LOAN-LOSSES> 90
<SECURITIES-GAINS> 25
<EXPENSE-OTHER> 1,895
<INCOME-PRETAX> 1,032
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> (3)
<NET-INCOME> 680
<EPS-PRIMARY> 3.20
<EPS-DILUTED> 3.20
<YIELD-ACTUAL> 10.18
<LOANS-NON> 1,604
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,083
<CHARGE-OFFS> 3
<RECOVERIES> 4
<ALLOWANCE-CLOSE> 2,174
<ALLOWANCE-DOMESTIC> 2,174
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
