U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM - 10QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended: March 31, 1996
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
Comission file number: 0-25846
CCF HOLDING COMPANY
(Exact Name of Small Business Issuer as Specified in Its Charter)
Georgia 58-2173616
State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
101 North Main Street
Jonesboro, Georgia 30236
(Address of Principal Executive Offices)
(770) 478-8881
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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
Number of shares outstanding of each of the issuer's classes of common equity:
As of May 6, 1996, there were issued and outstanding 1,130,738 shares of the
registrant's common stock.
Transitional Small Business Disclosure Format (check one):
Yes No X
<PAGE>
FORM 10-QSB
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements:
Consolidated Balance Sheets as of
March 31, 1996 and September 30, 1995................1
Consolidated Statements of Income
for the three months and six months ended
March 31, 1996 and March 31, 1995....................2
Consolidated Statements of Cash Flows
for the six months ended
March 31, 1996 and March 31, 1995....................3
Notes to Consolidated Financial Statements...........4
Item 2. Management's Discussion and Analysis or Plan
of Operation.........................................6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.....................................8
Item 2. Changes in Securities.................................8
Item 3. Defaults upon Senior Securities.......................8
Item 4. Submission of Matters to a Vote
of Securities Holders..............................8
Item 5. Other Information.....................................8
Item 6. Exhibits and Reports on Form 8-K......................8
Signatures .................................................... 9
Exhibit Index ....................................................10
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Balance Sheets
<TABLE>
<CAPTION>
March 31, September 30,
1996 1995
(Unaudited) (Audited)
ASSETS
<S> <C> <C>
Cash and due from banks .......................................... $ 1,823,071 1,972,853
Interest-bearing deposits in other
financial institutions ........................................ 1,316,798 6,474,593
Investments....................................................... 16,403,855 15,671,353
Mortgage-backed securities ....................................... 9,786,555 7,896,074
Federal Home Loan Bank stock, at cost ............................ 1,013,200 1,013,200
Loans receivable, net ............................................ 46,790,738 45,196,343
Accrued interest receivable ...................................... 568,645 524,848
Premises and equipment, net ...................................... 868,605 865,816
Real estate owned ................................................ -- 75,626
Other assets ..................................................... 200,175 131,662
------------ ----------
Total assets ......................................... $ 78,771,642 79,822,368
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits ...................................................... $ 61,165,440 61,131,515
Advance payments by borrowers for
property taxes and insurance ................................ 244,733 662,850
Deferred income taxes ......................................... 557,187 502,166
Dividends payable ............................................. -- --
Other liabilities ............................................. 78,999 204,079
------------ ----------
Total liabilities .................................... 62,046,359 62,500,610
------------ ----------
Stockholders' equity:
Preferred stock, no par value; 1,000,000 shares
authorized; none issued and outstanding ..................... -- --
Common stock, $.10 par value; 4,000,000 shares
authorized; 1,130,738 shares issued and
outstanding ................................................. 113,074 119,025
Additional paid-in-capital .................................... 10,247,588 10,964,983
Unearned ESOP shares .......................................... (666,000) (720,000)
Retained earnings ............................................. 6,917,909 6,935,879
Net unrealized holding gains on investment
and mortgage-backed securities
available for sale .......................................... 112,712 21,871
------------ ----------
Total stockholders' equity ........................... 16,725,283 17,321,758
------------ ----------
Total liabilities and stockholders' equity $ 78,771,642 79,822,368
============ ==========
</TABLE>
See accompanying notes to consolidated financial statements
1
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
1996 1995 1996 1995
Interest and dividend income:
<S> <C> <C> <C> <C>
Loans ................................................. $ 945,377 893,278 1,877,423 1,770,518
Interest-bearing deposits in
other financial institutions ........................ 29,601 9,596 89,781 22,528
Investment securities - taxable ....................... 248,331 171,553 498,143 346,190
Investment securities - tax free ...................... 3,433 0 3,433 0
Mortgage-backed securities ............................ 139,251 104,266 279,412 215,446
Dividends on Federal Home Loan Bank stock ............. 18,264 19,777 36,779 37,957
---------- --------- --------- ---------
Total interest and dividend income .............. 1,384,257 1,198,470 2,784,971 2,392,639
Interest expense - deposit accounts ...................... 639,880 581,226 1,302,305 1,145,115
---------- --------- --------- ---------
Net interest income ............................. 744,377 617,244 1,482,666 1,247,524
Provision for loan losses ................................ 6,838 358 14,463 5,080
---------- --------- --------- ---------
Net interest income after provision
for loan losses ............................... 737,539 616,886 1,468,203 1,242,444
---------- --------- --------- ---------
Other income:
Loan fees and service charges on deposit accounts 79,161 69,938 158,696 139,067
Other operating income ................................ 69,209 95,771 94,135 125,867
---------- --------- --------- ---------
Total other income .............................. 148,370 165,709 252,831 264,934
---------- --------- --------- ---------
Other expenses:
Salaries and employee benefits ........................ 289,166 267,549 574,014 563,226
Occupancy ............................................. 116,891 113,669 231,823 212,059
Federal insurance premiums ............................ 34,958 34,886 77,018 71,179
Other ................................................. 156,364 98,060 266,736 186,623
---------- --------- --------- ---------
Total other expenses ............................ 597,379 514,164 1,149,591 1,033,087
---------- --------- --------- ---------
Income before income taxes ...................... 288,530 268,431 571,443 474,291
Income tax expense ....................................... 99,288 99,761 198,026 168,661
---------- --------- --------- ---------
Net income ...................................... $ 189,242 168,670 373,417 305,630
========== ========= ========= =========
Net income per share ..................................... $ .17 -- .34 --
========== ========= ========= =========
Weighted average shares outstanding $ .................... 1,100,813 -- 1,101,713 --
========== ========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months Ended
March 31,
1996 1995
Cash flows from operating activities:
<S> <C> <C>
Net income .................................................................. $ 373,417 305,630
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses ............................................... (16,075) 4,103
Depreciation expense ..................................................... 31,443 47,753
Accretion of discounts ................................................... (21,817) (9,968)
Amortization of premiums ................................................. 30,246 15,274
Amortization of deferred loan fees ....................................... (6,808) 24,790
Deferred income tax (benefit) expense .................................... (25,426) 11,094
Increase in accrued interest receivable .................................. (43,797) (44,982)
Decrease in other assets ................................................. 7,113 (239,219)
Dividends Paid ........................................................... (391,387) --
Increase (decrease) in other liabilities ................................. (125,080) (183,948)
----------- ---------
Net cash provided by operating activities (188,171) (69,473)
----------- ---------
Cash flows from investing activities:
Proceeds from sale of mortgage-backed securities ............................ 622,753 --
Proceeds from maturing investment securities ................................ 6,569,798 499,219
Purchases of investment securities held to maturity (7,157,900) --
Principal repayments on mortgage-backed securities .......................... 841,737 451,422
Purchase of mortgage-backed securities held to maturity (3,336,512) --
Loan (originations) repayments, net ......................................... (4,026,733) (177,294)
Purchases of premises and equipment ......................................... (34,232) (2,107)
Proceeds from sale of loans ................................................. 2,455,221 --
----------- ----------
Net cash (used in) provided by investing activities ............ (4,065,868) 771,240
----------- ----------
Cash flows from financing activities:
Net increase (decrease) in savings and demand
deposit accounts .......................................................... 457,688 (2,560,558)
Net decrease in certificates of deposits .................................... (423,763) 2,086,697
Net decrease in advance payments by
borrowers for property taxes and insurance ................................ (418,117) (356,699)
Stock repurchase ............................................................ (729,022) --
ESOP stock .................................................................. 59,676 --
----------- ----------
Net cash used in financing activities .................................. (1,053,538) (830,560)
----------- ----------
Decrease in cash and cash equivalents .................................. (5,307,577) (128,793)
Cash and cash equivalents at beginning of period ............................... $ 8,447,446 2,694,844
----------- ----------
Cash and cash equivalents at end of period ..................................... $ 3,139,869 2,566,051
=========== ==========
Supplemental disclosure of cash flow information:
Interest paid ............................................................... $ 1,302,446 1,153,138
=========== ==========
Income taxes paid ........................................................... $ 229,586 212,621
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements ....................
3
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
The consolidated financial statements for the three and six month periods ended
March 31, 1996 and March 31, 1995 are unaudited and reflect all adjustments
(consisting only of normal recurring accruals) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim period. Accordingly, they do not include all
information and disclosures required by generally accepted accounting principles
for complete financial statements.
The results of operations for the six months ended March 31, 1996 are not
necessarily indicative of the results for the entire fiscal year ending
September 30, 1996.
2. Accounting Policies
Reference is made to the accounting policies of the Company described in the
notes to the consolidated financial statements contained in the Company's Annual
Report on Form 10-KSB filed with the Securities and Exchange Commission.
3. Recent Accounting Pronouncements
During 1993, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for
Impairment of a Loan." SFAS No. 114 required impaired loans to be measured based
on the present value of expected future cash flows, discounted at the loans's
effective interest rate, or at the loans's observable market price, or the fair
value of the collateral if the loan is collateral dependent. In October 1994,
the FASB issued SFAS No. 118, "Accounting by Creditors for Impairment of a Loan
- - Income Recognition and Disclosures," which amends the requirements of SFAS No.
114 regarding interest income recognition and related disclosure requirements.
The Company adopted SFAS No. 114 and SFAS No. 118 on October 1, 1995, on a
prospective basis, and based on the level of impaired loans, the effect of
adoption of SFAS No. 114 and SFAS No. 118 was not material. At March 31, 1996,
the Company had $ 500,555 of impaired loans (non-performing) with a general
valuation allowance of $423,848.
The FASB issued SFAS No. 123, "Accounting for Stock-based Compensation," in
October 1995, which establishes financial accounting and reporting standards for
stock-based employee compensation plans. Those plans include all arrangements by
which employees receive shares of stock or other equity instruments of the
employer or the employer incurs liabilities to employees in amounts based on the
price of the employer's stock. The statement also applies to transactions in
which an entity issues its equity instruments to acquire goods or services from
nonemployees.
SFAS 123 requires that an employer's financial statements include certain
disclosures about stock- based employee compensation arrangements regardless of
the method used to account for them. The accounting requirements of this
statement are effective for transactions entered into in fiscal years that begin
after December 15, 1995, though they may be adopted at issuance. The disclosure
requirements are effective for financial statements for fiscal years beginning
after December 15, 1995, or for an earlier fiscal year for which this statement
is initially adopted for recognizing compensation cost. The Company has not
determined the impact of adopting SFAS 123.
4
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
4. Reclassifications
Certain amounts in the prior period financial statements have been reclassified
to conform to the presentation used in the current period consolidated financial
statements.
5. Mutual-to-Stock Conversion
In fiscal 1995, Clayton County Federal Savings and Loan Association (the
"Association") formed CCF Holding Company to acquire 100 percent of the capital
stock of the Association upon its conversion from the mutual to stock form of
ownership. The Association's conversion and the Company's common stock offering
were completed on July 11, 1995, with the sale of 1,190,250 shares of $0.10 par
value common stock at $10 per share (including 72,000 shares acquired by the
Clayton County Federal Employee Stock Ownership Plan "ESOP"). The Company
received net proceeds of $10,364,008, of which $5,182,004 was simultaneously
transferred to the Association in exchange for all of the Association's common
stock.
6. Cash Dividend
On December 12, 1995 the Company declared a semi-annual cash dividend of $0.20
per share to stockholders of record on December 25, 1995. In addition, the
Company's board of directors also approved a $0.15 special cash dividend to
stockholders of record on the same date. These dividends were paid on January
15, 1996.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Comparison of Financial Condition at March 31, 1996 and September 30, 1995
The Company has continued its efforts to expand lending during the six months
ended March 31, 1996. Net loans receivable increased $1.6 million or 3.5%
between March 31, 1996 and September 30, 1995, taking into consideration the
sale of whole loans of $2.5 million to the Federal National Mortgage
Association. The Company also continued using interest-bearing deposits, which
decreased $5.2 million, to invest in higher yielding investments and
mortgage-backed securities. Investments increased $732,500 or 4.7% and
mortgage-backed securities increased $1.9 million or 23.9%
The ratio of stockholders' equity to assets decreased from 21.7% at September
30, 1995 to 21.2% at March 31, 1996. This was a decrease of $596,000 or 3.4% due
largely to dividends paid of $391,387 and the repurchase of 5.0% of the
Company's common stock totalling $729,022 offset by the net of income of
$373,417. Clayton County Federal Savings and Loan Association, the wholly owned
subsidiary of the Company, exceeds all minimum regulatory capital requirements
of the Office of Thrift Supervision ("OTS") and maintains a "well capitalized"
status.
Comparison of Operating Results for the Three Months Ended March 31, 1996
and 1995
Net Income. The Company's net income of $189,242 for the three months period
ended March 31, 1996 increased by 12.2% from net income of $168,670 for the same
period in 1995. This increase has been the result of increased revenue from
continued use of the net proceeds of the initial stock offering being invested
into higher yielding loans, investments and mortgage-backed securities. While
cost of savings and operating expenses have shown an increase for the second
quarter compared to the same period in the prior year, these costs as a
percentage of total interest and dividend income have shown a decrease in cost
of savings from 48.5% to 46.2% and still an increase in operating expenses from
42.9% to 43.2%.
Net Interest Income. Net interest income showed an increase of $127,133 or
20.6% for March 31, 1996 as compared to the same period in 1995. Cost of savings
are $58,654 or 10.1% greater for the three months ended March 31, 1996 compared
to the same quarter in 1995. Assuming market interest rates remain stable or
decline, the Company feels that the cost of savings should decrease in the
future. Overall prevailing market rates have shown a decline and maturing
certificates of deposit should reprice at lower rates. The Company has also
decreased the rates being paid on both the regular savings accounts as well as
all transaction accounts effective January 1, 1996.
Provision for Loan Losses. The provision for loan losses increased by $6,480
to $6,838 for the three months ended March 31, 1996 compared to $358 for the
same period in 1995. The Company made provision during this three month period
of $7,500 which was netted against recoveries of $662. Management periodically
evaluates the adequacy of the allowance for loan losses, including an evaluation
of past loan loss experience, current economic conditions, volume, growth and
collateral of the loan portfolio. Management also reviews its list of classified
assets, including those loans and assets listed as non-performing. Management
currently believes that its allowance for loan losses is adequate as the Company
continues to experience minimal losses on loans. However, there can be no
assurances that further additions will not be needed and any losses that may
occur are not expected to exceed the amount provided by the allowance.
6
<PAGE>
Other Expenses. Other expenses for the three months ended March 31, 1996
increased $83,215 or 16.2% from $514,164 for the same period in 1995 to $597,379
in 1996. This increase resulted largely from increased expenses relating to
professional fees associated with being a public company and normal annual
salary and benefit package increases. These expenses can be expected to continue
to increase as benefit plans such as the Employee Stock Option Plan and
Management Stock Bonus Plan are implemented.
Income Taxes. Effective tax rates during each three-month period were
comparable as there were no changes in statutory tax rates.
Liquidity Resources. The Association is required to maintain minimum levels
of liquid assets as defined by the OTS regulations. The OTS minimum required
liquidity ratio is 5% and the minimum short-term liquidity ratio is 1%. The
Association's liquidity ratio averaged 33.5% during March 1996 compared to 27.0%
during the same month in 1995. The Association manages its liquidity levels in
order to meet funding needs for deposit outflows, payments of real estate taxes
and escrow accounts on mortgage loans, loan funding commitments, and repayments
of borrowings, when applicable. The primary source of funds are deposits,
amortization and prepayments of loans and mortgage-backed securities, the
maturity of investments, and funds provided from operations. The Association
continues to maintain the ability to borrow from the Federal Home Loan Bank of
Atlanta as an alternative to supplement the Association's liquidity needs.
Comparison of Operating Results for the Six Months Ended March 31, 1996 and 1995
Net Income. The Company's net income for the six months ended March 31,
1996 was $373,417 which represents a 22.2% increase from the same period in 1995
of $305,630. The increase resulted principally from the return associated with
the investing of the net proceeds from the Company's initial stock offering.
Net Interest Income. Net interest income of $1.5 million at March 31, 1996
was 18.8% greater than for the same period a year earlier of $1.2 million. While
total interest and dividend income increased $392,332 or 16.4%, total cost of
savings on deposit accounts also increased $157,190 or 12.6% for the six months
ended March 1996 compared to March 31, 1995. Assuming market interest remain
stable or decline, the Company continues to anticipate that cost of savings
should decrease in the near future. Maturing certificates of deposit, which were
priced at higher rates to save market share, should be repriced at then lower
current prevailing interest rates. Loan demand is showing improvement and the
Company is expecting to add new loan products to enhance efforts to improve
earnings.
Provision for Loan Losses. The provision for loan losses increased $9,383
to $14,463 for the six months ended March 31, 1996 compared to $5,080 at March
31, 1995. The Association has experienced minimal losses on loans but has
continued to establish additional provision to cover any potential losses which
might occur in the future. Management believes its allowance for loan losses is
adequate, but periodically evaluates the adequacy, including a review of
economic conditions, volume of new lending and collateral offered for new loans.
There can be no assurances that additional provisions for loan losses will not
be necessary in the future.
Other Expenses. The Company's operating expenses as a percent of interest
and dividend income decreased from 43.2% for the six-months ended March 31, 1995
to 41.3% at March 31, 1996. The absolute dollar amount; however, increased
$116,504 or 11.3% from $1.0 million at March 31, 1995 to $1.1 million. This
increase was attributable primarily to increased expenses for professional fees
associated with the year-end reporting, payment of dividends and other public
company requirements. Other expenses also increased including normal annual
salary increases as well as expenses related to implementation of new benefit
plans. These expenses can be expected to continue to increase as benefit plans
such as the Employee Stock Option Plan and Management Stock Bonus Plan are
implemented.
7
<PAGE>
Income Taxes. Effective tax rates during the two six-month periods were
comparable as there were no changes in statutory tax rates.
Liquidity Resources. The Association is required to maintain minimum levels
of liquid assets as defined by the OTS regulations. The OTS minimum required
liquidity ratio is 5% and the minimum short-term liquidity ratio is 1%. The
Association's liquidity ratio averaged 33.5% during the month of March 1996
compared to 27.0% at March 1995. One of the items providing cash to the
Association was cash from the sale of $2.5 million in whole loans. This increase
was offset by cash used to repurchase 59,512 shares of the Company's common
stock for $729,022. The primary recurring source of funds are deposits,
amortization and prepayments of loans and mortgage-backed securities, maturing
investments, and funds provided from operations. These are managed in order to
meet funding needs for deposit outflows, payments of real estate taxes and
escrow accounts on mortgage loans, loan funding commitments, and repayments of
borrowings, when applicable. The Association continues to maintain the ability
to borrow from the Federal Home Loan Bank of Atlanta as an alternative to
supplement the Association's liquidity needs.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
NONE
Item 2. Changes in Securities
NONE
Item 3. Defaults upon Senior Securities.
NONE
Item 4. Submission of Matters to a Vote of Security Holders.
Information concerning the annual meeting held on January 23, 1996, is
contained under this item in the Form 10-QSB for the quarter ending December 31,
1995, and is incorporated herein by reference.
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
(a) See Exhibit Index
(b) The Registrant announced on February 23, 1996, that its Board of
Directors had authorized the repurchase of up to 5% of its 1,190,250 outstanding
shares of common stock or 59,512 shares. The Company has filed the necessary
regulatory application and received a letter of non-objection from the Office of
Thrift Supervision ("OTS"). The repurchased shares will become authorized but
unissued shares and may be utilitized for general corporate and other purposes.
8
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
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.
CCF HOLDING COMPANY
Date: May 15, 1996 By: /s/ David B. Turner
David B. Turner
President and Chief Executive Officer
Date: May 15, 1996 By: /s/ Thomas L. Sawyer
Thomas L. Sawyer
Vice-President and
Chief Financial Officer
<PAGE>
CCF HOLDING AND SUBSIDIARY
EXHIBIT INDEX
Exhibit No. Description
11. Computation of Per Share Earnings
Exhibit 11. CCF HOLDING COMPANY AND SUBSIDIARY
Computation of Per Share Earnings
Three Months Ended Six Months Ended
March 31, 1996 March 31, 1996
Common stock - shares issued ...... 1,190,250 1,190,250
Original unallocated ESOP shares .. (72,000) (72,000)
---------- ----------
Common stock - shares outstanding . 1,118,250 1,118,250
ESOP shares - allocated ........... 1,800 1,800
ESOP shares - committed ........... 600 1,500
Shares repurchased ................ (19,837) (19,837)
---------- ----------
Weighted average shares outstanding 1,100,813 1,101,713
========== ==========
Net income per share .............. $ .17 .34
========== ==========
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS YEAR
<FISCAL-YEAR-END> SEP-30-1996 SEP-30-1995
<PERIOD-END> MAR-30-1996 SEP-30-1995
<CASH> 1,823 1,973
<INT-BEARING-DEPOSITS> 1,317 6,475
<FED-FUNDS-SOLD> 0 0
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 7,826 7,184
<INVESTMENTS-CARRYING> 19,378 17,397
<INVESTMENTS-MARKET> 19,378 16,416
<LOANS> 47,221 45,605
<ALLOWANCE> 430 409
<TOTAL-ASSETS> 78,772 79,822
<DEPOSITS> 61,165 61,132
<SHORT-TERM> 0 0
<LIABILITIES-OTHER> 881 1,369
<LONG-TERM> 0 0
0 0
0 0
<COMMON> 113 119
<OTHER-SE> 16,612 17,203
<TOTAL-LIABILITIES-AND-EQUITY> 78,772 79,822
<INTEREST-LOAN> 1,877 3,578
<INTEREST-INVEST> 871 1,369
<INTEREST-OTHER> 37 74
<INTEREST-TOTAL> 2,785 5,021
<INTEREST-DEPOSIT> 1,302 2,479
<INTEREST-EXPENSE> 0 0
<INTEREST-INCOME-NET> 1,483 2,542
<LOAN-LOSSES> 14 5
<SECURITIES-GAINS> 17 0
<EXPENSE-OTHER> 1,150 1,968
<INCOME-PRETAX> 571 897
<INCOME-PRE-EXTRAORDINARY> 373 604
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 373 604
<EPS-PRIMARY> .34 .19
<EPS-DILUTED> .34 .19
<YIELD-ACTUAL> 3.88 3.58
<LOANS-NON> 501 175
<LOANS-PAST> 501 175
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 409 430
<CHARGE-OFFS> 0 26
<RECOVERIES> 2 0
<ALLOWANCE-CLOSE> 425 409
<ALLOWANCE-DOMESTIC> 425 409
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
