U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended: June 30, 1996
-------------
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
-------------- ---------------
Commission 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
of Incorporation or Identification No.)
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 August 5, 1996, there were issued and outstanding 1,017,665 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
June 30, 1996 and September 30, 1995.................1
Consolidated Statements of Income
for the three months and nine months ended
June 30, 1996 and June 30, 1995......................2
Consolidated Statements of Cash Flows
for the nine months ended
June 30, 1996 and June 30, 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
<PAGE>
PART I. FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
June 30, September 30,
1996 1995
---- ----
ASSETS
<S> <C> <C>
Cash and due from banks $ 1,972,300 1,972,853
Interest-bearing deposits in other
financial institutions 714,853 6,474,593
Investments 15,190,657 15,671,353
Mortgage-backed securities 10,690,944 7,896,074
Federal Home Loan Bank stock, at cost 1,013,200 1,013,200
Loans receivable, net 48,095,587 45,196,343
Accrued interest receivable 542,398 524,848
Premises and equipment, net 912,820 865,816
Real estate owned - 75,626
Other assets 192,114 131,662
------------ -----------
Total assets $ 79,324,873 79,822,368
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits $ 60,695,510 61,131,515
Federal Home Loan Bank advances 500,000 -
Advance payments by borrowers for
property taxes and insurance 302,250 662,850
Deferred income taxes 606,306 502,166
Dividends payable 212,108 -
Other liabilities 202,134 204,079
----------- ------------
Total liabilities 62,518,308 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 10,249,948 10,964,983
Unearned ESOP shares (648,000) (720,000)
Retained earnings 6,897,714 6,935,879
Net unrealized holding gains on investment
and mortgage-backed securities
available for sale 193,829 21,871
------------ ----------
Total stockholders' equity 16,806,565 17,321,758
------------ ----------
Total liabilities and
stockholders' equity $ 79,324,873 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 Nine Months Ended
June 30, June 30,
----------------------- -----------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
Interest and dividend income:
<S> <C> <C> <C> <C>
Loans $ 977,213 877,370 2,854,636 2,647,887
Interest-bearing deposits in
other financial institutions 16,885 38,780 106,667 61,308
Investment securities - taxable 227,199 167,840 725,347 514,028
Investment securities - tax free 1,917 -- 5,349 --
Mortgage-backed securities 162,610 103,807 442,021 319,254
Dividends on Federal Home Loan Bank stock 18,264 18,696 55,043 56,652
---------- ---------- ---------- ---------
Total interest and dividend income 1,404,088 1,206,493 4,189,063 3,599,129
Interest expense - deposit accounts 611,378 655,141 1,914,065 1,800,256
---------- ---------- ---------- ----------
Net interest income 792,710 551,352 2,274,998 1,798,873
Provision for loan losses 7,354 -- 21,817 5,080
---------- ---------- ---------- ----------
Net interest income after provision
for loan losses 785,356 551,352 2,253,181 1,793,793
---------- ---------- ---------- ----------
Other income:
Loan fees and service charges on deposit
accounts 87,530 67,391 246,226 206,458
Gain on sale of loans -- -- 36,435 --
Other operating income 21,915 15,770 79,611 141,640
---------- ---------- ---------- ----------
Total other income 109,445 83,161 362,272 348,098
---------- ---------- ---------- ----------
Other expenses:
Salaries and employee benefits 309,239 281,645 893,502 852,816
Occupancy 133,064 110,917 364,888 322,976
Federal insurance premiums 34,886 34,884 111,904 106,063
Other 128,116 91,365 384,219 270,043
---------- ---------- ---------- ----------
Total other expenses 605,305 518,811 1,754,513 1,551,898
---------- ---------- ---------- ----------
Income before income taxes 289,496 115,702 860,940 589,993
Income tax expense 97,583 26,113 295,610 194,774
---------- ---------- ---------- ----------
Net income $ 191,913 89,589 565,330 395,219
========== ========== ========== ==========
Net income per share $ .18 -- .52 --
========== ========== ========== ==========
Weighted average shares outstanding $1,064,738 -- 1,096,000 --
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
--------------------------------------
1996 1995
Cash flows from operating activities:
<S> <C> <C>
Net income $ 565,330 395,219
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Provision for loan losses 21,817 4,103
Gain on sale of loans (36,435) --
Depreciation expense 58,043 75,349
Management stock bonus plan expense 15,036 --
Accretion of discounts (7,633) (14,923)
Amortization of premiums 35,383 25,162
Amortization of deferred loan fees 19,089 15,842
Deferred income tax (benefit) expense (25,426) 11,125
Increase in accrued interest receivable (17,550) (5,155)
Decrease (increase) in other assets 15,174 (403,608)
Decrease in other liabilities (1,945) (181,857)
----------- -----------
Net cash provided by (used in) operating activities 640,883 (78,743)
----------- -----------
Cash flows from investing activities:
Proceeds from sale of mortgage-backed securities 622,753 --
Proceeds from maturing investment securities 6,569,798 1,499,219
Purchases of investment securities held to maturity (8,819,292) (2,013,281)
Principal repayments on mortgage-backed securities 1,252,006 678,852
Purchase of mortgage-backed securities held to maturity (4,681,008) --
Loan (originations) repayments, net (5,358,936) (10,892)
Purchases of premises and equipment (105,047) (23,701)
Proceeds from sale of investments 3,000,307 500,000
Proceeds from sale of loans 2,455,221 --
----------- -----------
Net cash (used in) provided by investing activities (5,064,198) 630,197
----------- -----------
Cash flows from financing activities:
Net increase (decrease) in savings and demand
deposit accounts 274,039 9,124,915
Federal Home Loan Bank advances 500,000 --
Net (decrease) increase in certificates of deposits (710,044) 3,142,415
Net decrease in advance payments by
borrowers for property taxes and insurance (360,600) (230,583)
Dividends Paid (391,387) --
Stock repurchase (729,022) --
ESOP stock 80,036 --
----------- -----------
Net cash (used in) provided by financing activities (1,336,978) 12,036,747
----------- -----------
Decrease (increase) in cash and cash equivalents (5,760,293) 12,588,201
Cash and cash equivalents at beginning of period $ 8,447,446 2,694,844
----------- -----------
Cash and cash equivalents at end of period $ 2,687,153 15,283,045
=========== ===========
Supplemental disclosure of cash flow information:
Interest paid $ 1,922,575 1,815,012
=========== ===========
Income taxes paid $ 260,954 278,278
=========== ===========
Supplemental disclosure of non cash investing and financing activities:
Real estate acquired through foreclosure of the
loan receivable $ -- 57,631
=========== ===========
</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 of CCF Holding Company and Subsidiary (the
"Company") for the three and nine month periods ended June 30, 1996 and June 30,
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 nine months ended June 30, 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 loan'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 June 30, 1996,
the Company had $725,833 of impaired loans (non-performing) with a general
valuation allowance of $431,348.
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 June 11, 1996 the Company declared its second semi-annual cash dividend of
$0.20 per share to stockholders of record on June 30, 1996. These dividends were
paid on July 15, 1996.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Comparison of Financial Condition at June 30, 1996 and September 30, 1995
The Company's overall financial condition has remained almost unchanged with
only a slight decrease in assets of approximately $.5 million between September
30, 1995 and June 30, 1996. The Company's interest earning deposits in other
financial institutions have decreased $5.8 million or 89.0% and have been
reinvested into higher earning assets. These include primarily an increase in
mortgage loans which have shown an increase of $2.9 million or 6.4% between
September 30, 1995 and June 30, 1996, as well as mortgage-backed securities
which also increased $2.8 million or 35.4% over the same period.
The Company's stockholders' equity decreased $515,193 or 2.97% between September
30, 1995 and June 30, 1996. This was largely the result of the declaration of
the two semiannual dividends totaling $603,495 and the repurchase of 59,512
shares or 5% of the Company's stock totaling $729,022. This was offset largely
by net income for the nine month period of $565,330 and an increase (net of tax)
of $171,958 in the market value of the investments available for sale portfolio.
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 June 30, 1996 and
1995
Net Income The Company's net income for the three month period ended June 30,
1996 was $191,913 which was an increase of 114.2% over net income of $89,589 for
the same period in 1995. This increased revenue has been largely the result of
continued use of the net proceeds of the initial stock offering being invested
into high yielding loans, investments and mortgage-backed securities. While
other expenses, on a dollar basis, have shown an increase of $86,494 or 16.7%
between the three months ended June 30, 1995 and June 30, 1996, the ratio of the
other expenses to total interest and dividend income has shown little change and
stands at approximately 43% for both periods.
Net Interest Income Net interest income for the three months ended June 30,
1996 was $241,358 or 43.8% greater than for the same period in 1995. The total
interest and dividend income for the three months ended June 30, 1996 increased
$197,595 or 16.4% over the same period in 1995. The continued return on the
deployment of net stock proceeds have boosted this to its higher level. The
Association's cost of savings showed a decrease of $43,763 or 6.7% for the three
months ended June 30, 1996 as compared to three months ended June 30, 1995. This
has resulted from the repricing of the Association's maturing deposits at lower
rates which have prevailed in the market area. The Association decreased the
rates being paid on both the regular savings accounts as well as all transaction
accounts effective January 1, 1996. The Association implemented another rate
reduction in these accounts effective July 1, 1996.
Provision for Loan Losses The Association has made a provision for loan
losses totaling $7,500 during the three months period ended June 30, 1996,
offset by recovery of $146. There was no provision for the same period in 1995.
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. 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 June 30, 1996
increased $86,494 or 16.7% over the same period in 1995. This increase is the
direct result of additional operating expenses as a public company and the
effect of increased compensation expense from salary and the implementation of
the Employee Stock Option Plan and the Management Stock Bonus Plan benefit
packages. These benefit packages may result in increased compensation expense
in future periods.
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 27.9% during June 1996 compared to 32.0%
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
activated its borrowing abilities at the Federal Home Loan Bank of Atlanta to
meet immediate cash needs. The Association anticipates maturing investments will
be used to repay these advances in the near future. The ability to borrow serves
as an alternative to supplement the Association's liquidity needs.
Comparison of Operating Results for the Nine Months Ended June 30, 1996 and 1995
Net Income The Company's net income of $565,330 for the nine months ended
June 30, 1996 was $170,111 or 43.0% greater than the same period in 1995 of
$395,219. The increase resulted principally from the return associated with the
investing of the net proceeds from the Company's initial stock offering as well
as the reduction in interest on the deposits of the Association.
Net Interest Income Net interest income of $2.3 million for the nine months
ended June 30, 1996 was 26.5% greater than for the same period a year earlier of
$1.8 million. While total interest and dividend income increased $589,934 or
16.4%, total cost of savings on deposit accounts also increased $113,809 or 6.3%
for the nine months ended June 30, 1996 compared to June 30, 1995. Assuming
market interest rates 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 produce 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 to $21,817
for the nine months ended June 30, 1996 compared to $5,080 at June 30, 1995. The
Association has experienced minimal losses on loans but has continued to
establish additional provision to cover additional loan growth and any potential
losses which might occur in the future. Management periodically evaluates the
allowance for loan losses, 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 for the nine months ended
June 30, 1996 increased $202,615 or 13.1% to $1.8 million from $1.6 million for
the same period in 1995. However, the ratio of other expenses to total interest
and dividend income showed a decline from 43.1% at June 30, 1995 to 41.9% at
June 30, 1996. This absolute increase in other expenses was attributable
primarily
7
<PAGE>
to increased expenses resulting from being a public company. Increases
were also attributable to normal annual salary increases, as well as, expenses
related to the 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.
Income Taxes Effective tax rates during the two nine-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%. One of
the items providing cash during the first nine months of operation 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) 11. Computation of Per Share Earnings.
27. Financial Data Schedule.
(b) The Registrant announced on July 3, 1996, that its Board of Directors
had authorized the repurchase of up to 10% of its 1,130,738 outstanding shares
of common stock up to 113,073 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 utilized 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: August 13, 1996 BY:\s\ David B. Turner
-------------------
David B. Turner
President and
Chief Executive Officer
Date: August 13, 1996 BY:\s\ Thomas L. Sawyer
--------------------
Thomas L. Sawyer
Vice-President and
Chief Financial Officer
Exhibit 11. CCF HOLDING COMPANY AND SUBSIDIARY
Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, 1996 June 30, 1996
------------- -------------
<S> <C> <C>
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 4,200 2,400
Shares repurchased (59,512) (26,450)
---------- -----------
Weighted average shares outstanding 1,064,738 1,096,000
========== ===========
Net income per share $ .18 .52
========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,972
<INT-BEARING-DEPOSITS> 715
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 6,894
<INVESTMENTS-CARRYING> 18,951
<INVESTMENTS-MARKET> 18,951
<LOANS> 48,096
<ALLOWANCE> (436)
<TOTAL-ASSETS> 79,325
<DEPOSITS> 60,696
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,823
<LONG-TERM> 0
0
0
<COMMON> 113
<OTHER-SE> 16,693
<TOTAL-LIABILITIES-AND-EQUITY> 79,325
<INTEREST-LOAN> 2,855
<INTEREST-INVEST> 1,279
<INTEREST-OTHER> 55
<INTEREST-TOTAL> 4,189
<INTEREST-DEPOSIT> 1,914
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 2,275
<LOAN-LOSSES> 22
<SECURITIES-GAINS> 36
<EXPENSE-OTHER> 1,755
<INCOME-PRETAX> 861
<INCOME-PRE-EXTRAORDINARY> 565
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 565
<EPS-PRIMARY> 0.52
<EPS-DILUTED> 0.52
<YIELD-ACTUAL> 3.19
<LOANS-NON> 726
<LOANS-PAST> 726
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 409
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 431
<ALLOWANCE-DOMESTIC> 431
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
