<PAGE>
UNITED STATES
SECURITY 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 quarterly period ended September 30, 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: 0-27700
HBancorporation, Inc.
- --------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
37-1351506
- --------------------------------------------------------------
(I.R.S. Employer identification No.)
619 12th Street, Lawrenceville, Illinois 62439
- --------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(618) 943-2515
- --------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------
(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 shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing for the past 90
days. {X}Yes { }No
As of September 30, 1997, there were 464,060 shares of the Registrant's common
stock issued and outstanding.
Transitional Small Business Disclosure Format (Check One):
{ } Yes {X} No
<PAGE>
HBANCORPORATION, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
--------
<S> <C> <C>
Part I. Financial Information
---------------------
Item 1. Financial Statements
Consolidated Statements of Financial Condition at September 30, 1997 1
and June 30, 1997
Consolidated Statements of Income for the three months ended 2
September 30, 1997 and 1996
Consolidated Statement of Changes in Stockholders' Equity for the 3
three months ended September 30, 1997 and 1996
Consolidated Statements of Cash Flows for the three months 4
ended September 30, 1997 and 1996
Notes to Consolidated Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial Condition 7-9
and Results of Operations
Part II. Other Information
-----------------
Item 1. Legal Proceedings 10
Item 2. Form 8-K - NONE 10
Signatures 11
</TABLE>
<PAGE>
HBANCORPORATION, INC.
LAWRENCEVILLE, ILLINOIS
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
(Unaudited)
September 30, June 30,
1997 1997
------------ ------------
<S> <C> <C>
ASSETS
Cash and equivalents:
Cash $ 150,984 $ 357,424
Interest bearing deposits 1,557,373 1,292,870
------------ ------------
Total cash and cash equivalents 1,708,357 1,650,294
Certificates of deposit with other banks 64,730 164,730
Investments available for sale at fair value 2,120,166 1,098,227
Investments held to maturity at cost 1,023,897 1,024,461
Loans receivable, net 13,949,537 13,506,764
Federal Home Loan Bank stock at cost 66,000 66,000
Federal Reserve Bank stock at cost 67,800 67,800
Accrued interest receivable 214,432 167,308
Office property and equipment, net 37,370 39,153
Other assets 15,702 17,541
------------ ------------
Total Assets $ 19,267,991 $ 17,802,278
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Passbook savings $ 2,200,297 $ 1,940,931
Money market deposit accounts 314,509 384,333
Certificates of deposit 6,555,973 6,282,479
Certificates of deposit $100,000 and over 935,853 635,853
------------ ------------
Total Deposits 10,006,632 9,243,596
Advances from FHLB 1,000,000 -0-
Other Liabilities: 350,591 275,157
------------ ------------
Total Liabilities 11,357,223 9,518,753
------------ ------------
Stockholders' Equity:
Common stock, $.01 par value, 2 million shares authorized,
464,060 issued and outstanding at September 30, 1997, and
491,339 issued and outstanding at June 30, 1997 4,933 4,933
Additional paid in capital 4,520,527 4,514,279
Retained earnings 4,067,466 4,015,104
Treasury stock at cost (466,705) (26,838)
Net unrealized appreciation on available-for-sale securities
net of tax of $84,000 at September 30, 1997 and
$78,500 at June 30, 1997 120,000 111,500
Unearned ESOP compensation (335,453) (335,453)
------------ ------------
Total Stockholders' Equity 7,910,768 8,283,525
------------ ------------
Total Liabilities and Stockholders' Equity $ 19,267,991 $ 17,802,278
============ ============
</TABLE>
See notes to consolidated financial statements.
-1-
<PAGE>
HBANCORPORATION, INC.
LAWRENCEVILLE, ILLINOIS
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three months ended
September 30,
----------------------------
(Unaudited)
------------- -------------
<S> <C> <C>
INTEREST INCOME
Loans receivable $ 337,244 $ 246,633
Investments 74,292 100,531
------------- -------------
Total Interest Income 411,536 347,164
------------- -------------
INTEREST EXPENSE
Interest on deposits 115,765 111,836
Interest on FHLD advances 8,100 -0-
------------- -------------
Total Interest Expense 123,865 111,836
------------- -------------
Net Interest Income 287,671 235,328
Provision for Loan Losses -0- -0-
------------- -------------
Net interest income after provision
for loan losses 287,671 235,328
------------- -------------
NONINTEREST INCOME
Customer service fees and other 5,768 642
------------- -------------
Total Noninterest Income 5,768 642
------------- -------------
NONINTEREST EXPENSES
General and administrative
Compensation and benefits 78,182 63,278
Occupancy and equipment 8,943 9,798
Deposit insurance premium 4,780 9,741
SAIF assessment fee -0- 62,144
Computer expense 4,033 7,055
Other 36,171 32,860
------------- -------------
Total Noninterest Expenses 132,109 184,876
------------- -------------
INCOME BEFORE INCOME TAX 161,330 51,094
Income Tax Expense 69,500 18,377
------------- -------------
NET INCOME $ 91,830 $ 32,717
============= =============
Net income per share based on weighted average
shares outstanding of 474,562, for 1997 and
$493,320 for 1996 $ 0.19 $ 0.07
============= =============
</TABLE>
See notes to consolidated financial statements.
-2-
<PAGE>
HBANCORPORATION, INC.
LAWRENCEVILLE, ILLINOIS
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
Unrealized
Common Paid in Retained Treasury Gain (Loss)
Stock Capital Earnings Stock Securities
------------- -------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
BALANCE, June 30, 1996 $ 4,933 $ 4,505,471 $ 3,954,530 $ 0 $ 68,000
Net income for the quarter ended
September 30, 1996 0 0 32,717 0 0
Cash dividends 0 0 (39,465) 0 0
Change in net unrealized gain on securities
available-for-sale, net of applicable
deferred income taxes of $54,500 0 0 0 0 17,500
Effect of contribution to fund ESOP 0 0 0 0 0
------------- -------------- ------------- ------------- --------------
BALANCE, September 30, 1996 $ 4,933 $ 4,505,471 $ 3,947,782 $ 0 $ 85,500
============= ============== ============= ============= ==============
BALANCE, June 30, 1997 $ 4,933 $ 4,514,279 $ 4,015,104 $ (26,838) $ 111,500
Net income for the quarter ended
September 30, 1997 0 0 91,830 0 0
Cash dividends 0 0 (39,468) 0 0
Change in unrealized gain on securities
available-for-sale, net of applicable
deferred income taxes of $84,000 0 0 0 0 8,500
Effect of contribution to fund RRP 0 6,248 0 0 0
Purchase of treasury stock 0 0 0 (439,867) 0
------------- -------------- ------------- ------------- --------------
BALANCE, September 30, 1997 $ 4,933 $ 4,520,527 $ 4,067,466 $ (466,705) $ 120,000
============= ============== ============= ============= ==============
(continued)
Unearned
Compen- Total
sation Equity
------------- -------------
BALANCE, June 30, 1996 $ (374,918) $ 8,158,016
Net income for the quarter ended
September 30, 1996 0 32,717
Cash dividends 0 (39,465)
Change in net unrealized gain on securities
available-for-sale, net of applicable
deferred income taxes of $54,500 0 17,500
Effect of contribution to fund ESOP 9,920 9,920
------------- -------------
BALANCE, September 30, 1996 $ (364,998) $ 8,178,688
============= =============
BALANCE, June 30, 1997 $ (335,453) $ 8,283,525
Net income for the quarter ended
September 30, 1997 0 91,830
Cash dividends 0 (39,468)
Change in unrealized gain on securities
available-for-sale, net of applicable
deferred income taxes of $84,000 0 8,500
Effect of contribution to fund RRP 0 6,248
Purchase of treasury stock 0 (439,867)
------------- -------------
BALANCE, September 30, 1997 $ (335,453) $ 7,910,768
============= =============
</TABLE>
See notes to consolidated financial statements.
-3-
<PAGE>
HBANCORPORATION, INC.
LAWRENCEVILLE, ILLINOIS
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three months ended
September 30,
----------------------------
(Unaudited)
1997 1996
------------- -------------
<S> <C> <C>
NET INCOME (Loss) $ 91,830 $ 32,717
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 3,039 2,444
Decrease in other assets 1,839 6,588
(Increase) in interest receivable (47,124) (57,778)
Increase in other liabilities 75,434 90,667
Provision for loan loss -0- -0-
------------- -------------
Cash provided by operating activities 125,018 74,638
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in certificates of deposit in other
financial institutions, net decrease 100,000 250,000
Proceeds from maturities of investments held to maturity 659 1,553
Purchase of investments available-for-sale (1,013,534) -0-
Purchase of fixed assets (1,256) (3,530)
Net (increase) in loans (442,773) (1,846,497)
------------- --------------
Cash (used) by investing activities (1,356,904) (1,598,474)
------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from FHLB 1,000,000 -0-
Payment of dividends (39,468) (39,465)
Allocation of ESOP shares 6,248 -0-
Net increase in demand deposits, NOW accounts,
savings accounts and certificates of deposit 763,036 292,654
Purchases of treasury stock (439,867) -0-
------------- -------------
Cash provided by financing activities 1,289,949 253,189
------------- -------------
Net increase (decrease) in cash and cash equivalents 58,063 (1,270,647)
Cash and Cash Equivalents at Beginning of Period 1,650,294 3,853,156
------------- -------------
Cash and Cash Equivalents at End of Period $ 1,708,357 $ 2,582,509
============= =============
Cash paid for:
Interest $ 112,262 $ 115,080
============= =============
Income taxes $ 21,481 $ 818
============= =============
</TABLE>
See notes to consolidated financial statements.
-4-
<PAGE>
HBANCORPORATION, INC.
LAWRENCEVILLE, ILLINOIS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
NOTE 1 - BASIS OF PRESENTATION
The unaudited information for the quarter ended September 30, 1997, includes the
results of operations of HBancorporation, Inc. (the "Company") and its wholly
owned subsidiary Heritage National Bank (the "Bank"). In the opinion of
management of the Company and the Bank, the financial statements reflect all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the consolidated financial statements. These interim financial
statements should be read in conjunction with the Company's most recent annual
financial statements and footnotes included in the annual report of
HBancorporation, Inc. for the fiscal year ended June 30, 1997. The Company
changed its name from Heritage Financial Corporation to HBancorporation, Inc. on
October 29, 1996. The results of the period presented are not necessarily
representative of the results of operations and cash flows which may be expected
for the entire year.
NOTE 2 - PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
the Bank. All significant inter-company balances and transactions have been
eliminated in consolidation.
NOTE 3 - STOCK CONVERSION
The Company issued 493,320 shares, $.01 par value common stock, for proceeds of
$4,510,404 net of expenses of approximately $423,000. The Bank converted from a
mutual savings association to a stock savings association and then to a national
bank immediately following the formation of the Company and received proceeds of
$2,255,202 in exchange for all its common stock. This transaction was accounted
for using the pooling of interests method. On April 1, 1996, the Company began
trading as a public company on the all caps OTC Bulletin Board and the "pink
sheets" published by the National Quotation Bureau, Inc.
Federal regulations require that, upon conversion from a mutual to stock form of
ownership, a "liquidation account" be established by restricting a portion of
net worth for the benefit of eligible savings account holders who maintain their
savings accounts with the Bank after conversion. In the event of complete
liquidation (and only in such event) each savings account holder who continues
to maintain his savings account shall be entitled to receive a distribution from
the liquidation account after payment of all creditors, but before any
liquidation distribution with respect to capital stock. This account will be
proportionately reduced for any subsequent reduction in such holders' savings
account. Federal regulations impose limitations on the payment of dividends and
other capital distributions, including, among others, that the Company may not
declare or pay a cash dividend on any of its capital stock if the effect thereof
would cause the Bank's capital to be reduced below the amount required for the
liquidation account or the capital requirements imposed by the Financial
Institutions Reform, Recovery, and Enforcement Act.
-5-
<PAGE>
HBANCORPORATION, INC.
LAWRENCEVILLE, ILLINOIS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
NOTE 3 - STOCK CONVERSION,CONTINUED
Concurrent with the conversion, the board of directors approved the adoption of
the Company's Employee Stock Ownership Plan (the "ESOP"). The ESOP qualifies
under Sections 401(a) and 501(a) of the Internal Revenue Code, eligibility is
based on hours of service, date of hire, and age. Contributions to the ESOP are
determined by the board of directors, in the form of cash or the Company's
common stock. No employee contributions are accepted. Contributions are
allocated based on the ratio of the participant's compensation to total
compensation of all participants. Participant's account balances are fully
vested after five years of service.
NOTE 4 - EMPLOYEE BENEFIT AND STOCK OPTION PLANS
On April 28, 1997, the stockholders' approved the HBancporation, Inc.
Recognition and Retention Plan. The purpose of this plan is to provide
directors, officers and employees with a proprietary interest in the Company in
a manner designed to encourage such individuals to remain with the Company and
the Bank. The terms of each RRP will be identical, only the participants and the
number of shares awarded to each participant vary. Eligible directors, officers
and other key employees of the Company will earn (i.e., become vested in) shares
of common stock covered by the award at a rate not to exceed 20% per year, with
the first installment vesting April 28, 1997.
On April 28, 1997, the stockholders approved the HBancorporation, Inc. 1997
Stock Option and Incentive Plan. Pursuant to the Stock Option Plan, the Company
will reserve for issuance thereunder either from authorized but unissued shares
or from issued shares reacquired and held as treasury shares, 59,198 shares of
Common Stock (12.0% of the Company's current shares outstanding). Management
currently intends, to the extent practicable and feasible, to fund the Stock
Option Plan from issued shares reacquired by the Company in the open market.
Awards under the plan may be in the form of stock options, stock appreciation
rights or limited stock appreciation rights. Awards made under the plan vest at
a rate of one-fifth of the initial award per year, subject to the participant
maintaining continuous service since the date of grant.
NOTE 5 - NET INCOME PER SHARE
Net income per share of common stock for the three months ended September 30,
1997 has been computed on the basis of the weighted-average number of shares
of common stock outstanding.
-6-
<PAGE>
HBANCORPORATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
General
The Company is incorporated under the laws of Delaware and is generally
authorized to engage in any activity that is permitted for a bank holding
company under federal banking law. The Company owns all the stock of the Bank.
The Company had not engaged in any material operations at September 30, 1997,
and had no significant assets other than its equity investment in the Bank's
stock, cash, investments, and a loan to the Company's ESOP.
Established in 1935, the Bank (formerly named Lawrenceville Federal Savings and
Loan Association) is a community-oriented financial institution offering a
variety of financial services to meet the needs of the communities it serves.
The Bank's primary market area covers Lawrence County, Illinois, and Knox
County, Indiana. The Bank attracts deposits from the general public and uses
such deposits, together with borrowings and other funds, to originate one to
four family residential mortgages, commercial business loans, consumer loans,
and finance leases. The Bank also invests in U.S. government and agency
obligations and may invest in other permissible investments.
The Bank's results of operations are primarily dependent upon its net interest
income, which is the difference between interest earned on loans and investments
and interest paid on deposits and other borrowed funds. Net interest income is
directly affected by the relative amounts of interest earning assets and
interest bearing liabilities and the interest rates earned or paid on such
amounts. The Bank's results of operations are also affected by the provision for
loan losses and the level of noninterest income and expenses. Noninterest income
consists primarily of service charges. Noninterest expense includes salaries and
employee benefits, occupancy expenses, federal deposit insurance premiums, data
processing expenses, and other operating expenses.
The operating results of the Bank are also affected by general economic
conditions, the monetary and fiscal policies of federal agencies, and the
policies of agencies that regulate financial institutions. The Bank's cost of
funds is influenced by interest rates on competing investments and general
market rates of interest. Lending activities are influenced by the demand for
real estate loans and other types of loans, which in turn is affected by the
rates of interest at which loans are offered, general economic conditions
affecting loan demand, and the availability of funds for lending activities.
Financial Condition
For the three months ended September 30, 1997, total assets increased
approximately $1,466,000 from $17.8 million to $19.3 million. Assets increased
as a result of an increase in investments available for sale. Deposits increased
by approximately $763,000 to $10.0 million at September 30, 1997, from $9.2
million at June 30, 1997. Management believes the increase in deposits stems
from customers seeking higher yielding investment alternatives. For the three
months ended September 30, 1997, total stockholders' equity decreased
approximately $373,000 from $8.3 million to $7.9 million. The decrease was
primarily a result of the purchase of treasury stock.
-7-
<PAGE>
HBANCORPORATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
Results of Operations:
Comparison of the three months ended September 30, 1997 and 1996.
General. Net income increased to $92,000 for the three months ended
September 30, 1997, compared to $33,000 in the same period in 1996. The
increase was primarily related to lower FDIC assessment fees and an increase in
net interest income of $52,000.
Interest Income. Total interest income increased by $65,000 or 18.7% to $412,000
for the three months ended September 30, 1997, compared to the same period last
year. Income from loans grew by $91,000 for the three months. Investment income
decreased by $26,000 for the three months due primarily to lower yields on
investments.
Interest Expense. Total interest expense increased by $12,000 for the three
months ended September 30, 1997, to $124,000 compared to $112,000 in the
previous three month period. Passbook savings levels remained stable for the
most recent three month period compared to the same period a year ago. The Bank
paid $8,100 interest to FHLB on advances for the three months ended September
30, 1997.
Net Interest Income. Net interest income before provision for loan losses
increased $53,000 or 22.5% for the recent three month period compared to the
same period a year ago, from $235,000 to $288,000.
Nonperforming Assets and Provisions for Loan Losses. The provision for loan
losses is a result of management's periodic analysis of the adequacy of the
Bank's allowance for loan losses. During the three month periods ended September
30, 1997 and 1996, no loan loss provision was recorded. The Bank continues to
monitor and adjust its allowance for loan losses as management's analysis of its
loan portfolio and economic conditions dictate. The Bank believes it has taken
an appropriate approach toward reserve levels, consistent with the Bank's loan
portfolio, the level of the Bank's allowance for loan losses and any change in
the related ratio of the allowance for loan losses to non-performing loans are
dependent upon the economy, changes in real estate values and interest rates.
Because the Bank has had extremely low loan losses during its history,
management also considers the loss experience of similar portfolios in
comparable lending markets. In addition, federal regulators may require
additional reserves as a result of their examination of the Bank. Accordingly,
the calculation of the adequacy of the allowance for loan losses is not based
directly on the level of nonperforming assets. The allowance for loan losses
reflects what the Bank currently believes is an adequate level of resources,
although there can be no assurance that future losses will not exceed the
estimated amounts, thereby adversely affecting future results of operations. As
of September 30, 1997 and June 30, 1997, the Bank's allowance for loan losses
was $128,000.
The Bank had no nonperforming assets at September 30, 1997 or June 30, 1997.
There was no foreclosed real estate owned by the Bank at September 30, 1997 or
June 30, 1997.
Noninterest Income. Noninterest income was $6,000 for the three month period
ended September 30, 1997, compared to $1,000 with the same period in 1996. This
increase is primarily due to loan fees and fees for issuing travelers' checks
and service charges on checking accounts.
-8-
<PAGE>
HBANCORPORATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
Noninterest Expense. For the three months ended September 30, 1997, the total
noninterest expense was $132,000 compared to $185,000 for the same three months
in 1996. General and administrative costs have increased approximately $15,000
as a result of the ESOP and the adoption of the RRP. Deposit insurance premiums
decreased $67,000 for the three months ended September 30, 1997, compared with
the same period in 1996.
Income Tax Expense. Income tax expense increased to $70,000 during the most
recent three months compared to $18,000 for the same period a year ago. Higher
taxes were the result of increased income before tax of $161,000 for the most
recent three months compared to $51,000 for a year ago.
Capital Requirements. The Company's main sources of funds are deposits and loan
and investment repayments. Other potential sources would include borrowings from
the Federal Home Loan Bank of Chicago (FHLB). As a national bank, the Bank is
not subject to any prescribed liquidity requirement.
The Bank uses its capital resources to meet ongoing commitments, to fund
maturing certificates of deposit and deposit withdrawals, to invest, to fund
existing and future loan commitments, to maintain liquidity, and to meet
operating expenses. The company anticipates it will have sufficient funds to
meet current loan commitments. At September 30, 1997, the Bank had no
outstanding commitments to extend credit. Management believes loan repayments
and other sources of funds will be adequate to meet the Bank's foreseeable
liquidity needs. FHLB advances are used to take advantage of investment
opportunities, but are not relied upon in the regular course of business.
The Bank is required to maintain specific amounts of regulatory capital pursuant
to federal regulations. The table below presents the capital position at
September 30, 1997 relative to the regulatory capital requirements for the Bank.
Amount
(in thousands)
----------------
Tier 1 Capital $ 6,226
Tier 1 Capital Requirement 574
----------------
Excess $ 5,652
================
Total Risk-Based Capital $ 6,354
Risk-Based Capital Requirement 1,078
----------------
Excess $ 5,276
================
-9-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings to which the Company or
the Bank is a party or of which any of their property is
subject. From time-to-time, the Bank is a party to legal
proceedings incident to its business.
Item 2. Form 8-K - NONE
Exhibit 27 - Financial Data Schedule
-10-
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
HBANCORPORATION, INC.
Registrant
Date: November 4, 1997 /s/ Kevin J. Kavanaugh
---------------------- -----------------------------------------
Kevin J. Kavanaugh, President and Chief
Executive Officer
Date: November 4, 1997 /s/ Cleora Gillespie
---------------------- -----------------------------------------
Cleora Gillespie, Secretary and Treasurer
-11-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUARTERLY
REPORT ON FORM 10-QSB FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> SEP-30-1997
<CASH> 150,984
<INT-BEARING-DEPOSITS> 782,373
<FED-FUNDS-SOLD> 775,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,120,166
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 1,023,897
<LOANS> 13,949,537
<ALLOWANCE> (128,417)
<TOTAL-ASSETS> 19,267,991
<DEPOSITS> 10,006,632
<SHORT-TERM> 1,000,000
<LIABILITIES-OTHER> 350,591
<LONG-TERM> 0
4,933
0
<COMMON> 0
<OTHER-SE> 4,520,527
<TOTAL-LIABILITIES-AND-EQUITY> 19,267,991
<INTEREST-LOAN> 337,244
<INTEREST-INVEST> 74,292
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 411,536
<INTEREST-DEPOSIT> 115,765
<INTEREST-EXPENSE> 123,865
<INTEREST-INCOME-NET> 287,671
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 132,109
<INCOME-PRETAX> 161,330
<INCOME-PRE-EXTRAORDINARY> 161,330
<EXTRAORDINARY> 0
<CHANGES> (69,500)
<NET-INCOME> 91,830
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> (128,417)
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> (128,417)
<ALLOWANCE-DOMESTIC> (128,417)
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
