<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 1997 Commission File Number 0-27098
FIRST SAVINGS BANCORP, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1842701
-------------- ----------
(State of jurisdiction of (I.R.S. Employer
incorporation or organization) Identification number)
205 SE Broad Street, Southern Pines, North Carolina 28387
- --------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(910) 692-6222
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 12 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 [ ]
As of January 31, 1998 there were 3,704,978 shares of the issuer's common stock
issued and outstanding.
<PAGE>
FIRST SAVINGS BANCORP, INC.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION Page Number
---------------------
Item 1. Financial Statements
Consolidated Statements of Financial Condition 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flow 5
Notes to Consolidate Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
PART II OTHER INFORMATION
-----------------
Item 5. Other Information 10
SIGNATURES 11
<PAGE>
FIRST SAVINGS BANCORP, INC.
- ------------------------------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (unaudited)
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1997
----------------------------
<S> <C> <C>
($ in thousands)
ASSETS
Cash and due from banks $ 3,198 $ 2,801
Interest bearing deposits with banks 2,337 6,301
Securities at market value 79,760 82,187
Securities at amortized cost (market
values - $11,118 at December 31, 1997;
$6,672 at June 30, 1997) 10,944 6,572
Loans receivable (net of allowance for loan
losses of $604 at December 31,
and June 30, 1997) 200,408 192,238
Premises and equipment 1,966 1,968
Accrued interest receivable 1,823 1,836
Prepaid expenses and other assets 380 314
--------------------------
TOTAL $ 300,816 $ 294,217
==========================
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits 209,908 204,317
Borrowed funds 20,000 20,000
Accrued expenses and other liabilities 2,415 2,705
--------------------------
Total liabilities 232,323 227,022
--------------------------
SHAREHOLDERS' EQUITY:
Preferred stock, no par value, 5,000,000
shares, authorized, none issued and
outstanding
Common stock, no par value, 20,000,000 shares
authorized, 3,700,481 shares issued
and outstanding at December 31, 1997;
3,679,185 at June 30, 1997 35,411 35,237
Unearned compensation related to ESOP note
payable (227) (293)
Net unrealized gain on securities available
for sale 380 281
Retained earnings 32,929 31,970
--------------------------
Total shareholders' equity 68,493 67,195
--------------------------
TOTAL $ 300,816 $ 294,217
==========================
</TABLE>
See notes to consolidated financial statements
3
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FIRST SAVINGS BANCORP, INC.
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
-------------------------------------------------------
($ in thousands except per share data) 1997 1996 1997 1996
-------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST AND DIVIDEND INCOME:
Interest on loans receivable $ 4,058 3,706 8,005 7,343
Interest on mortgage-backed securities 177 28 307 83
Interest on investment securities 1,270 982 2,647 1,998
Dividends on investment securities 124 35 71 70
Other 35 113 232 165
-----------------------------------------------------
Total interest income 5,664 4,864 11,262 9,659
-----------------------------------------------------
INTEREST EXPENSE:
Interest on deposits 2,500 2,364 4,987 4,667
Interest on borrowings 317 6 622 12
-----------------------------------------------------
Total interest expense 2,817 2,370 5,609 4,679
-----------------------------------------------------
Net interest income 2,847 2,494 5,653 4,980
Provision for loan losses
-----------------------------------------------------
Net interest income after provision
for loan losses 2,847 2,494 5,653 4,980
-----------------------------------------------------
NONINTEREST INCOME:
Fees and service charges 128 85 245 173
Income from real estate operations 2 2 4 5
Rent on safe deposit boxes 7 7 9 9
Other, net 8 1 9 2
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Total noninterest income, net 145 95 267 189
-----------------------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSES:
Compensation and fringe benefits 512 509 1,033 1,061
Occupancy and building 56 51 106 108
Federal insurance premiums 33 66 1,264
Computer services 66 71 171 139
Other 268 201 467 366
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Total general and administrative expenses 935 832 1,843 2,938
-----------------------------------------------------
INCOME BEFORE INCOME TAXES 2,057 1,757 4,077 2,231
INCOME TAX EXPENSE 759 586 1,503 759
-----------------------------------------------------
NET INCOME $ 1,298 $ 1,171 $ 2,574 $ 1,472
=====================================================
INCOME PER COMMON SHARE:
BASIC: $ 0.35 $ 0.32 $ 0.70 $ 0.40
=====================================================
DILUTED: $ 0.32 $ 0.30 $ 0.64 $ 0.37
=====================================================
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC: 3,674,737 3,669,850 3,666,126 3,690,149
=========================================================
DILUTED: 4,016,668 3,948,720 4,004,594 3,963,130
=========================================================
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
FIRST SAVINGS BANCORP, INC.
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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31,
---------------------------------
($ IN THOUSANDS) 1997 1996
---------------------------------
OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 2,574 $ 1,472
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 49 57
Issuance of ESOP shares 148 118
Net amortization on investments 9 276
Loan origination fees and costs deferred, net of
current amortization (26) 14
Changes in:
Other assets (53) (223)
Other liabilities (400) 116
-------------------------
Net cash provided by operating activities 2,301 1,830
-------------------------
INVESTING ACTIVITIES:
Net decrease in interest-bearing deposits with banks 3,964 607
Purchase of certificates of deposits (7,000)
Proceeds from maturities of investments 7,500 6,700
Purchase of investment securities (9,950)
Principal repayments on mortgage-backed securities 646 1,404
Loan originations net of principal repayments (8,148) (7,183)
Proceeds from sale of property and equipment 9
Gain on sale of property and equipment (7)
Purchase of premises and equipment (49) (35)
-------------------------
Net cash used in investing activities (6,035) (6,114)
-------------------------
FINANCING ACTIVITIES:
Net increase in deposits 5,591 9,275
Net decrease in borrowed funds (30)
Net proceeds from exercise of stock options 92
Cash dividends paid (1,552) (1,572)
Repurchases of common stock (976)
-------------------------
Net cash provided by financing activities 4,131 6,697
-------------------------
INCREASE IN CASH AND CASH
EQUIVALENTS 397 2,413
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD 2,801 4,718
-------------------------
CASH AND CASH EQUIVALENTS END OF PERIOD $3,198 $7,131
=========================
SUPPLEMENTAL DISCLOSURES:
- -------------------------
Cash paid for:
Interest on deposits $4,959 $4,650
Interest on borrowed funds 622 13
Income taxes 1,560 946
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
FIRST SAVINGS BANCORP, INC.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and Accounting Policies: The accompanying
----------------------------------------------
consolidated financial statements include the accounts of First Savings
Bancorp, Inc., ("First Savings"), First Savings Bank of Moore County, Inc.,
SSB (the "Bank") and its wholly-owned subsidiary (the "Bank"). All
significant intercompany balances and transactions have been eliminated in
consolidation.
2. Accounting Policies: The significant accounting policies followed by First
--------------------
Savings for interim financial reporting are consistent with the accounting
policies followed for annual financial reporting. The accompanying
unaudited 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 or
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (none
of which were other than normal accruals) necessary for a fair presentation
of the financial position and results of operations for the periods
presented have been included. The results of operations for the three month
period ended December 31, 1997 is not necessarily indicative of the results
of operations that may be expected for the year ending June 30, 1998. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the annual report on Form 10-K for the year
ended June 30, 1997.
3. Earnings Per Common Share: Effective with periods ended December 31, 1997,
--------------------------
First Savings Bank has implemented Statement of Financial Accounting
Standards ("SFAS") No. 128, "Earnings per Share". This Statement simplifies
the standards for computing earnings per share previously found in
Accounting Principles Board ("APB") Opinion No. 15, Earnings per Share
("EPS"), and makes them comparable to international EPS standards. It
replaces the presentation of primary EPS with the presentation of basic EPS.
It also requires dual presentation of basic and diluted EPS on the face of
the income statement for all entities with complex capital structures and
requires a reconciliation of the numerator and the denominator of the basic
EPS computation to the numerator and denominator of the diluted EPS
computation. Basic EPS excludes dilution and is computed by dividing income
available to common shareholders by the weighted-average number of common
shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common
stock or resulted in the issuance of common stock that then shared in the
earnings of the entity. Diluted EPS is computed similarly to fully diluted
EPS pursuant to APB Opinion No. 15.
Basic and diluted earnings per share have been computed based upon net
income as presented in the accompanying statements of operation divided by
the weighted average number of common shares outstanding or assumed to be
outstanding as summarized below.
<TABLE>
<S> <C> <C> <C> <C>
Weighted average number of common
shares used in basic EPS 3,674,737 3,669,850 3,666,126 3,690,149
Effect of dilutive stock options 341,931 278,870 338,468 272,981
--------- --------- --------- ---------
Weighted average number of common
shares and dilutive potential common
shares used in diluted EPS 4,016,668 3,948,720 4,004,594 3,963,130
==========================================
</TABLE>
4. Stock Repurchase Plan: On September 12, 1996 First Savings' Board of
----------------------
Directors adopted the First Savings Bancorp, Inc. Stock Repurchase Plan.
Pursuant to the Plan, First Savings may repurchase shares of its outstanding
common stock in the open market or in privately negotiated transactions in
accordance with regulatory requirements. On September 27, 1996 First
Savings initiated a plan to repurchase 10% or its stock over the next twelve
months. As of December 31, 1997, 76,500 shares have been repurchased.
6
<PAGE>
FIRST SAVINGS BANCORP, INC.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
GENERAL
First Savings Bancorp, Inc., a North Carolina holding company ("First Savings"),
was formed on November 1, 1995 to become the parent holding company of First
Savings Bank of Moore County, Inc., SSB (the "Bank"), a North Carolina chartered
stock savings bank. First Savings engages in no substantial business activities
other than the activities related to ownership of the Bank.
The Bank is primarily engaged in the business of attracting deposits from the
general public and using those funds to originate mortgage loans for the
purchase or construction of one-to-four family homes. To a lesser extent, the
Bank also originates multi-family residential mortgage loans, nonresidential
real estate loans, loans secured by deposits, home equity lines of credit,
installment loans and credit card loans. As a savings bank, the Bank's deposit
accounts are insured up to applicable limits by the Savings Association
Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation ("FDIC").
The Bank conducts its operations through its main office in Southern Pines,
North Carolina and 4 branch offices located in Moore County.
FINANCIAL CONDITION
First Savings had total assets of $300.8 million at December 31, 1997 compared
to $294.2 million at June 30, 1997. The increase was primarily related to a
4.2% increase in net loans. Net loans increased from $192.2 million at June 30,
1997 to $200.4 million at December 31, 1997. The favorable rate environment and
strong marketing programs continue to fuel the loan growth. Increased deposits
and a reduction in interest-bearing deposits with banks supported the loan
growth.
Deposits increased by $5.6 million to $209.9 million at December 31, 1997 from
$204.3 million at June 30, 1997 and shareholders' equity increased to $68.5
million at December 31, 1997 from $67.2 million at June 30, 1997.
LIQUIDITY
Maintaining adequate liquidity while managing interest rate risk is the primary
goal of First Savings' asset and liability management strategy. Liquidity is
the ability to fund the needs of the Bank's borrowers and depositors, pay
operating expenses, and meet regulatory liquidity requirements. Maturing
investments, loan and mortgage-backed security principal repayments, deposits
and income from operations are the main sources of liquidity. The Bank's
primary uses of liquidity are to fund loans and to make investments.
As of December 31, 1997, liquid assets (cash and cash equivalents, and
marketable investment securities, less pledged investments) were approximately
$89.2 million, which represents 42.4% of deposits. As a North Carolina
chartered savings bank, the Bank is required to maintain liquid assets equal to
at least 10.0% of its total assets. At December 31, 1997, this liquidity ratio,
based on North Carolina regulations, was 27.2% Management considers current
liquidity levels to be adequate to meet First Savings' foreseeable needs.
At December 31, 1997, outstanding mortgage loan commitments and available home
equity line of credit balances were $16.7 million, available credit card line of
credit balances were $3.6 million and the undisbursed portion of construction
loans was $8.5 million. Funding for these commitments is expected to be
provided from deposits, loan and mortgage-backed securities principal
repayments, maturing investments and income generated from operations.
7
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FIRST SAVINGS BANCORP, INC.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
REGULATORY CAPITAL REQUIREMENTS
Federal banking regulations require that bank holding companies and their bank
subsidiaries meet various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory, and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on First
Savings' financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, First Savings must meet
specific capital guidelines that involve quantitative measures of First Savings
assets, liabilities, and certain off-balance-sheet items as calculated under
regulatory accounting practices. First Savings' capital amounts and
classification are also subject to qualitative judgements by the regulators
about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy
require First Savings to maintain minimum amounts and ratios of total and Tier 1
capital to risk-weighted assets, and of Tier 1 capital to average assets.
As of May 10, 1996, the most recent notification from the FDIC categorized the
Bank as well capitalized under the regulatory framework for prompt corrective
action. To be categorized as well capitalized, the Bank must maintain minimum
total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in
the table. There are no conditions or events since that notification that
management believes have changed the category.
ACTUAL CAPITAL AMOUNTS AND RATIOS FOR FIRST SAVINGS AND THE BANK
ARE PRESENTED IN THE TABLE BELOW:
<TABLE>
<CAPTION>
FOR CAPITAL
ACTUAL ADEQUACY PURPOSES
AMOUNT RATIO AMOUNT RATIO
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
AS OF DECEMBER 31, 1997
Total Capital (to Risk Weighted Assets):
Consolidated $68,717 49.91% $11,015 greater than or equal to 8.0%
First Savings Bank of Moore Co., Inc., SSB $52,262 38.06% $10,985 greater than or equal to 8.0%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated $68,113 49.48% $ 5,506 greater than or equal to 4.0%
First Savings Bank of Moore Co., Inc., SSB $51,658 37.62% $ 5,493 greater than or equal to 4.0%
Tier 1 Capital (to Average Assets):
Consolidated $68,113 22.90% $11,872 greater than or equal to 4.0%
First Savings Bank of Moore Co., Inc., SSB $51,658 18.03% $11,460 greater than or equal to 4.0%
<CAPTION>
TO BE WELL
CAPITALIZED UNDER
PROMPT CORRECTIVE
ACTION PROVISIONS
AMOUNT RATIO
--------------------------------------------
<S> <C> <C>
Total Capital (to Risk Weighted Assets:
Consolidated n/a n/a
First Savings Bank of Moore Co., Inc., SSB $13,732 greater than or equal to 10.0%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated n/a n/a
First Savings Bank of Moore Co., Inc., SSB $ 8,239 greater than or equal to 6.0%
Tier 1 Capital (to Average Assets):
Consolidated n/a n/a
First Savings Bank of Moore Co., Inc., SSB $14,326 greater than or equal to 5.0%
</TABLE>
In addition to federal regulatory requirements, the Bank is subject to a North
Carolina savings bank capital requirement of at least 5% of total assets. At
December 31, 1997, the Bank's capital ratio under the North Carolina
requirements was 18.04%.
At December 31, 1997, First Savings and the Bank exceeded all capital
requirements.
8
<PAGE>
FIRST SAVINGS BANCORP, INC.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED DEC. 31, 1997 AND
1996
Net income for the three months ended December 31, 1997 was $1,298,000 compared
with $1,171,000 for the same period in 1996. Basic and diluted earnings per
share for the three months ended December 31, 1997 was $0.35 and $0.32,
respectively, compared with $0.32 and $0.30, respectively, for the same period
of the prior year. Increases in the net interest margin and noninterest income
were the primary factors for the increase in earnings.
Net interest income for the quarter ended December 31, 1997 increased $353,000
representing an increase of 14.21% for the corresponding period of the prior
year.
Fueling the 52.6% increase in noninterest income was an increase in fees and
service charges of $43,000.
General and administrative expenses increased from $832,000 for the quarter
ended December 31, 1996 to $935,000 for the quarter ended December 31, 1997 due
primarily to increases in advertising and credit card related expenses.
COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED DECEMBER 31, 1997 AND
1996
Net income for the six months ended December 31, 1997 was $2,574,000, compared
to $1,472,000 for the same period in 1996. Basic and diluted earnings per share
for the six months ended December 31, 1997 was $0.70 and $0.64, respectively,
compared to $0.40 and $0.37, respectively, for the same period of the prior
year. The increase in earnings was primarily due to an increase in the net
interest margin and a reduction in federal insurance premiums.
Net interest income increased $673,000 from $4,980,000 for the six months ended
December 31, 1996 to $5,653,000 for the same period of the current year. The
increase was primarily due to higher levels of interest earning assets.
Led by fees and service charges, noninterest income increased $78,000 or 41.30%
from $189,000 for the six month period ended December 31, 1996 to $267,000 for
the same period of the current year.
General and administrative expenses for the six month period ended December 31,
1997 was $1,843,000 compared to $2,938,000 for the same period of the prior
year. The decrease was primarily due to a nonrecurring SAIF Assessment of
$1,159,000 in 1996.
9
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FIRST SAVINGS BANCORP, INC.
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OTHER INFORMATION
SAIF ASSESSMENT
As of September 30, 1996, legislation was passed requiring financial
institutions insured by the Savings Association Insurance Fund ("SAIF") to pay a
one time special assessment of 0.657% based on the March 31, 1995 deposit base.
For the six month period ended December 31, 1996, First Savings recorded a
charge to earnings of approximately $1,159,000 relating to the special SAIF
assessment.
THE YEAR 2000
As is the case with substantially all financial institutions, the Bank relies
upon computers for the daily conduct of its business. There is concern that
at/on January 1, 2000 many computers will be unable to "read" the new year.
Thus, at the turn of the century, computer-based information systems will be
faced with the problems potentially affecting hardware, software, networks, and
processing platforms, as well as customer and vendor interdependencies. The
Bank has established a committee and is in the process of assessing the effect
of Year 2000 on its operating plans and systems. The Bank is developing a plan
for identifying, renovating, testing and implementing its systems for Year 2000
processing and internal control requirements. The cost to be incurred in
achieving full Year 2000 compliance has not been determined; however, management
believes it will not be material to the Bank's financial statements.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST SAVINGS BANCORP, INC.
2/11/98 /s/ William E. Samuels, Jr.
---------------------- -------------------------------------------
Date William E. Samuels, Jr.
President
2/11/98 /s/ Timothy S. Maples
---------------------- -------------------------------------------
Date Timothy S. Maples
Controller/Principal Financial Officer
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> JUN-30-1998 JUN-30-1998
<PERIOD-START> OCT-01-1997 JUL-01-1997
<PERIOD-END> DEC-31-1997 DEC-31-1997
<CASH> 3,198 0
<INT-BEARING-DEPOSITS> 2,337 0
<FED-FUNDS-SOLD> 0 0
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 79,760 0
<INVESTMENTS-CARRYING> 10,944 0
<INVESTMENTS-MARKET> 11,118 0
<LOANS> 201,012 0
<ALLOWANCE> 604 0
<TOTAL-ASSETS> 300,816 0
<DEPOSITS> 209,908 0
<SHORT-TERM> 20,000 0
<LIABILITIES-OTHER> 2,415 0
<LONG-TERM> 0 0
0 0
0 0
<COMMON> 35,411 0
<OTHER-SE> 33,082 0
<TOTAL-LIABILITIES-AND-EQUITY> 300,816 0
<INTEREST-LOAN> 4,058 8,005
<INTEREST-INVEST> 1,571 3,025
<INTEREST-OTHER> 35 232
<INTEREST-TOTAL> 5,664 11,262
<INTEREST-DEPOSIT> 2,500 4,987
<INTEREST-EXPENSE> 2,817 5,609
<INTEREST-INCOME-NET> 2,847 5,653
<LOAN-LOSSES> 0 0
<SECURITIES-GAINS> 0 0
<EXPENSE-OTHER> 935 1,843
<INCOME-PRETAX> 2,057 4,077
<INCOME-PRE-EXTRAORDINARY> 2,057 4,077
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,298 2,574
<EPS-PRIMARY> 0.35 0.70
<EPS-DILUTED> 0.32 0.64
<YIELD-ACTUAL> 3.87 3.86
<LOANS-NON> 596 0
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 596 0
<ALLOWANCE-OPEN> 604 0
<CHARGE-OFFS> 0 0
<RECOVERIES> 0 0
<ALLOWANCE-CLOSE> 604 0
<ALLOWANCE-DOMESTIC> 196 0
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 408 0
</TABLE>