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: March 31, 1998
--------------
[] 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:
At May 5, 1998 897,056 shares of the registrant's common stock were outstanding.
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, 1998 and December 31, 1997.................1
Consolidated Statements of Income
for the three months ended
March 31, 1998 and March 31, 1997 ...................3
Consolidated Statements of Cash Flows
for the three months ended
March 31, 1998 and March 31, 1997 ...................4
Notes to Consolidated Financial Statements ..........6
Item 2. Management's Discussion and Analysis or Plan
of Operation.........................................7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................9
Item 2. Changes in Securities................................9
Item 3. Defaults upon Senior Securities......................9
Item 4. Submission of Matters to a Vote of
Security Holders ....................................9
Item 5. Other Information....................................9
Item 6. Exhibits and Reports on Form 8-K.....................9
Signatures ........................................................10
<PAGE>
PART I. FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Balance Sheets
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------- -------
(Unaudited) (Audited)
ASSETS
------
<S> <C> <C>
Cash and due from banks ................................. $ 2,804,990 4,357,626
Federal funds sold ...................................... 9,470,000 --
Interest-bearing deposits in other financial institutions 600,478 4,383,690
Investment securities available for sale ................ 13,796,775 9,722,048
Mortgage-backed securities available for sale ........... 574,521 1,837,509
Federal Home Loan Bank stock, at cost ................... 1,013,200 1,013,200
Loans receivable ........................................ 109,459,204 98,210,736
Less unearned income ................................. (664,956) (636,194)
Less allowance for loan losses ....................... (728,961) (669,505)
------------- -------------
Loans, net ..................................... 108,065,287 97,541,231
------------- -------------
Accrued interest and dividends receivable ............... 856,612 784,852
Premises and equipment, net ............................. 5,565,248 5,112,338
Other assets ............................................ 314,830 203,550
------------- -------------
Total assets ................................ $ 143,061,941 124,956,044
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits:
Non-interest bearing .............................. $ 5,577,851 4,548,285
Interest bearing .................................. 122,531,438 86,653,055
------------- -------------
Total Deposits ................................. 128,109,289 91,201,340
Advance payments by borrowers for
property taxes and insurance ....................... 240,820 142,111
Securities sold under agreements to repurchase ....... 1,960,203 2,392,579
Federal Home Loan Bank advances ...................... -- 18,510,000
Dividends payable .................................... 160,584 --
Other liabilities .................................... 1,015,489 1,190,409
Total liabilities ........................... 131,486,385 113,436,439
------------- -------------
</TABLE>
1
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Balance Sheets
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
(Unaudited) (Audited)
<S> <C> <C>
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; 906,710 shares
issued in 1998 and 1997; outstanding 897,056 in 1998 and 899,024 in
1997....................................................................... 90,671 90,671
Additional paid-in-capital .................................................. 7,820,379 7,794,459
Retained earnings ........................................................... 4,365,341 4,443,500
Unearned ESOP shares ........................................................ (522,000) (540,000)
Unearned compensation ....................................................... (335,896) (394,195)
Treasury stock, at cost ..................................................... (142,540) (96,800)
Accumulated other comprehensive income ...................................... 299,601 221,970
------------- -----------
Total stockholders' equity ......................................... 11,575,556 11,519,605
------------- -----------
Total liabilities and stockholders' equity ......................... $ 143,061,941 124,956,044
------------- -----------
</TABLE>
See accompanying notes to consolidated financial statements
2
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------
1998 1997
---- ----
<S> <C> <C>
Interest and dividend income:
Loans, including fees ......................... $2,376,630 1,489,995
Federal funds sold ............................ 600 --
Interest-bearing deposits in
other financial institutions ................ 64,455 31,490
Investment securities ......................... 175,310 70,136
Mortgage-backed securities .................... 19,012 75,237
Dividends on Federal Home Loan Bank stock ..... 18,515 18,113
---------- ----------
Total interest and dividend income ...... 2,654,522 1,684,971
Interest expense
Deposit accounts .............................. 1,289,805 732,268
Federal Home Loan Bank advances ............... 160,404 42,875
---------- ----------
Total interest expense .................. 1,450,209 775,143
---------- ----------
Net interest income ..................... 1,204,313 909,828
Provision for loan losses ........................... 60,000 19,000
---------- ----------
Net interest income after provision
for loan losses ....................... 1,144,313 890,828
---------- ----------
Other income:
Service charges on deposit accounts ........... 98,565 50,560
Gain on sale of loans ......................... -- 24,647
Gain on sale of investments and mortgage-backed
securities .................................. 105,389 176,714
Other operating income ........................ 38,861 84,139
---------- ----------
Total other income ...................... 242,815 336,060
---------- ----------
Other expenses:
Salaries and employee benefits ................ 736,377 685,509
Occupancy ..................................... 265,430 198,583
Federal insurance premiums .................... 22,129 9,921
Other ......................................... 276,248 283,391
---------- ----------
Total other expenses .................... 1,300,184 1,177,404
---------- ----------
Income before income taxes .......................... 86,944 49,484
Income tax expense .................................. 30,429 18,860
---------- ----------
Net income .............................. $ 56,515 30,624
---------- ----------
Basic Net income per share .......................... $ .07 .03
---------- ----------
Diluted Net income per share ........................ $ .06 .03
---------- ----------
Weighted average shares outstanding - basic ......... 840,944 896,180
---------- ----------
Weighted average shares outstanding - diluted ....... 922,906 966,120
---------- ----------
Dividends declared per common share ................. .16 --
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------
1998 1997
------------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income .................................................................. $ 56,515 30,624
Adjustments to reconcile net income to net cash (used in) provided by
operating activities:
Provision for loan losses ................................................ 60,000 19,000
Depreciation, amortization, and accretion, net 98,232 .................... (15,173)
Amortization of management stock bonus plan expense ...................... 68,549 52,891
ESOP Compensation Expense ................................................ 39,120 28,800
Net gain on sale of investment securities and
mortgage-backed securities ............................................ (105,389) (176,714)
Net gain on sale of loans ................................................ -- (24,647)
(Increase) decrease in accrued interest and
dividends receivable .................................................. (71,760) 89,925
Increase in other assets ................................................. (111,280) (546,820)
Increase in other liabilities ............................................ 11,736 128,257
------------ ------------
Net cash provided by (used in) operating activities ................... 45,723 (413,857)
Cash flows from investing activities:
Proceeds from maturing investment securities-
available for sale ....................................................... -- 914,405
Proceeds from sales of investment securities-
available for sale ....................................................... 1,402,995 353,488
Purchases of investment securities-available for sale ....................... (5,258,279) --
Principal repayments on mortgage-backed securities-
available for sale ....................................................... 101,133 599,632
Proceeds from sales of mortgage-backed securities-
available for sale ....................................................... 1,167,169 4,895,237
Loan (originations) repayments, net ......................................... (10,584,056) (8,016,043)
Proceeds from sale of loans ................................................. -- 1,803,570
Purchases of premises and equipment ......................................... (551,078) (173,105)
------------ ------------
Net cash (used in) provided by investing activities ................... (13,722,116) 377,184
------------ ------------
</TABLE>
4
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------
1998 1997
------------ ------------
<S> <C> <C>
Cash flows from financing activities:
Net increase (decrease) in savings and
demand deposit accounts ............................... 7,309,872 (1,531,292)
Net increase in certificates of deposits ................ 29,598,077 6,952,911
Net decrease in securities sold under agreements
to repurchase ........................................ (432,376) --
Decrease in Federal Home Loan Bank advances ............. (18,510,000) (6,000,000)
Net increase in advance payments by
borrowers for property taxes and insurance ............ 98,709 67,933
Dividends paid .......................................... (201,896) (400,235)
Cash paid in lieu of fractional shares .................. (651) --
Common stock repurchased ................................ (51,190) (796,193)
------------ ------------
Net cash provided by (used in) financing activities 17,810,545 (1,706,876)
------------ ------------
Increase (decrease) in cash and cash equivalents 4,134,152 (1,743,550)
Cash and cash equivalents at beginning of period ........... $ 8,741,316 4,747,486
------------ ------------
Cash and cash equivalents at end of period ................. 12,875,468 3,003,936
------------ ------------
Supplemental disclosure of cash flow information:
Interest paid ........................................... $ 1,220,826 732,268
------------ ------------
Income taxes paid ....................................... $ 2,000 18,860
------------ ------------
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
CCF HOLDING COMPANY AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
- -------------------------
The consolidated financial statements for the three month periods ended March
31, 1998 and 1997 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, operating results, and cash
flows for the interim periods. 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 three month period ended March 31, 1998 are
not necessarily indicative of the results for the entire year ending December
31, 1998.
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 for the fiscal year ended December 31, 1997 filed with the
Securities and Exchange Commission.
3. 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.
4. Cash Dividend
- -------------------
On March 17, 1998, the Company declared a cash dividend of $.16 per share to
stockholders of record on April 1, 1998. These dividends are payable on April
15, 1998.
5. Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
-----------------------------------------------------------------------------
Income
------
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS
130"). This statement established standards for reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. SFAS 130 requires all items that are required to be
recognized under accounting standards as components of comprehensive income to
be reported in an annual financial statement that is displayed in equal
prominence with the other annual financial statements. For interim period
financial statements, enterprises are required to disclose a total for
comprehensive income in those financial statements. The term "comprehensive
income" is used in SFAS 130 to describe the total of all components of
comprehensive income including net income. "Other comprehensive income" refers
to revenues, expenses, gains, and losses that are included in comprehensive
income but excluded from earnings under current accounting standards. Currently,
"other comprehensive income" for the Company consists solely of items previously
recorded as a component of shareholders' equity under SFAS 115, Accounting for
Certain Investments in Debt and Equity Securities. The Company has adopted the
interim-period disclosure requirements of SFAS 130 effective March 31, 1998 and
will adopt the annual financial statement reporting and disclosure requirements
of SFAS 130 effective December 31, 1998.
Total comprehensive income (loss) for the three months ended March 31, 1998 was
$134,146 compared to $(22,552) for the three months ended March 31, 1997.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Comparison of Financial Condition at March 31, 1998 and December 31, 1997
Assets - The Company's assets increased by 14.5%, or $18.1 million, between
December 31, 1997 and March 31, 1998. Loans receivable increased 11% to $108.8
million at March 31, 1998, up $11.3 million from $97.5 million at December 31,
1997. The Company's loan growth is primarily centered in the commercial real
estate lending and single family construction loans. Commercial real estate
loans have increased approximately $5.4 million and construction loans by
approximately $1.9 million. Growth in other loan areas during the three month
period ending March 31, 1998 includes $1.1 million in consumer loans and $1.6
million in mortgage (1 to 4 family dwellings) loans.
Premises and equipment increased by $453,000 or 8.8% from December 31, 1997 to
March 31, 1998 which is primarily due to the renovation of the bank's Forest
Park office. The Company opened permanent banking facilities in McDonough and
Fayetteville, Georgia in October 1997 and January 1998, respectively.
The unrealized gain on investment securities on December 31, 1997 was $221,970.
At March 31, 1998 the unrealized gain was $299,601.
Liabilities - Total deposits during the three months ended March 31, 1998 grew
to $128 million, an increase of $36.8 million, or 40%, from $91.2 million at
December 31, 1997. Deposit growth was primarily in certificates of deposit which
increased approximately $27 million. This growth was the result of a marketing
campaign to increase deposits which provided the necessary funding for the
balance sheet growth and the payment of the balance due at the Federal Home Loan
Bank, $18.5 million. Transaction accounts (checking, NOW and money markets) grew
approximately $8 million during the quarter ending March 31, 1998. This growth
is primarily due to the expansion into the new markets of Henry and Fayette
Counties.
Stockholders' Equity - Stockholders' equity increased $56,000 or .5%, from
December 31, 1997 to March 31, 1998. This increase was the result of the
Company's net income, Employee stock ownership plan allocations, management
stock bonus plan expense and unrealized gains on securities available for sale.
The Company declared a quarterly dividend totaling $134,023 which partially
offset the increase in stockholders equity. The ratio of stockholders' equity as
a percentage of total assets decreased to 8.1% at March 31, 1998 from 9.2% at
December 31, 1997. Book value per share increased from $12.81 at December 31,
1997 to $12.90 at March 31, 1998.
Comparison of Operating Results for the Three Months Ended March 31, 1998 and
1997
Performance Overview
Net Income - The Company's net income of $56,515 for the three-month period
ended March 31, 1998 increased by $25,891, or 84.5%, from a net income of
$30,624 for the same period in 1997. The net income for the three month period
ended March 31, 1998, resulted primarily due to an increase of net interest
income, generated through loan growth. A reduction in net income compared to
prior periods, as a result of increased expenses, is expected by management of
the Company to continue to affect earnings at a diminishing percentage for the
first half of 1998. This will allow the new offices to mature and achieve higher
levels of loan and deposit activity. The Company believes that this expansion of
markets, personnel, products and services should enhance long-term shareholder
value. This statement of beliefs concerning the expansion of the Company is a
forward looking statement. The Private Securities Litigation Reform Act of 1995
(the "Act") provides protection to the Company in making certain forward looking
statements that are accompanied by meaningful cautionary statements that
identify important factors that could cause actual results to differ materially
from the forward looking statement. As with any expansion, if new offices or
additional personnel do not ultimately result in increased loan and deposit
activity and increased net income, these expenses would continue to have an
adverse affect on net income during 1998 and in future periods.
7
<PAGE>
Net Interest Income - Net interest income for the three-month period ended March
31, 1998 increased $294,000 or 32%, from $910,000 in 1997 to $1,204,000 for the
same period in 1998. The increase in the average balance of loans receivable
during the three-month period ended March 31, 1998, compared to the same period
in 1997, resulted in a $887,000 or 59%, increase in interest income from loans
to $2.4 million from $1.5 million, respectively. Investment and mortgage-backed
securities interest income increased $49,000 from 1997 to 1998, to $194,000 from
$145,000. Interest expense increased $675,000 to $1.45 million for the
three-month period ended March 31, 1998 from $775,000 for the same period in
1997. This increase is the result of the increase in deposits and FHLB advances
outstanding during the quarter ended March 31, 1998.
Provision for Loan Losses - The Bank's provision for loan losses increased for
the three month period ended March 31, 1998 compared to the same period in 1997
by increasing to $60,000 from $19,000. 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 classified assets, including those
loans and assets listed as non-performing. Management currently believes that
its allowance for loan losses is adequate. However, there can be no assurances
that further additions will not be needed. Management will continue to monitor
and adjust the allowance as necessary in future periods based on growth in the
loan portfolio, loss experience which has been minimal, and the continued
expected changing mix of loans in the loan portfolio. If the size of the loan
portfolio continues to increase and the relative proportion in that portfolio of
commercial and construction loans increases, it is expected that the provision
for loan losses will increase at an adequate level. Loans internally classified
as Substandard for the period ending March 31, 1998 totaled $1.2 million and for
the period ending December 31, 1997 substandard loans totaled $762,000. The
increase was due to the addition of one loan which has also been placed on non
accrual during this quarter due to its past due status of more than 90 days.
Management believes that this loan is adequately secured and no loss is
anticipated. There were no loans classified as doubtful or loss for either
period. Non accrual loans increased during this quarter by a net of $200,000 due
primarily to the addition of the loan discussed previously.
Other Income - Other income decreased 28%, or $93,000 to $243,000 in the
three-month period ended March 31, 1998 from $336,000 for the same period in
1997. This decrease was primarily due to a decrease in the Gain on Sale of
Securities and Gain on Sale of Loans. During the current period, no loans were
sold as compared to a gain of $25,000 during the period ending March 31, 1997.
Additionally, gains on sale of investments and mortgage backed securities
decreased by $72,000 during the period ended March 31, 1998.
Other Expenses - Other expenses for the three month period ended March 31, 1998
increased 10% from $1.2 million for the three-month period ended March 31, 1997
to $1.3 million for the same period in 1998, an increase of $123,000. As
discussed above under net income, this increase is the result of additional
personnel hired by the Company since the three-month period ended March 31,
1997. Salaries and employee benefits increased to $736,000 for the three month
period ended March 31, 1998 compared to $686,000 during the same three-month
period in 1997. In addition, occupancy expense increased $66,500 to $265,000 for
the three-month period ended March 31, 1998 from $198,500 during the same period
in 1997. This increase is associated primarily with the two new permanent
facilities.
Liquidity Resources - The Company's wholly-owned subsidiary, Heritage Bank (the
"Bank") is required to maintain minimum levels of liquid assets as defined by
the Office of Thrift Supervision (OTS) regulations. The OTS minimum required
liquidity ratio is 4%. The Bank's liquidity ratio averaged 17.21% during March
1998 compared to 26.69% during March 1997. The Bank 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, the sale and maturity of
investment and mortgage-backed securities, short-term Federal Home Loan Bank
advances and funds provided by operations.
Year 2000 - The internal task force established by the Company has completed
both the Awareness and Assessment phases of this project. The recommendations
for renovation and validation are on schedule to be completed by June 30, 1998.
All validation and implementation procedures are expected to be completed by
June 30, 1999. The Bank's third party vendor, FISERV Solutions, Inc. has
scheduled testing in June 1998. The company will continue to closely monitor the
progress all of its vendors are making and will aggressively address potential
problems as they arise. The Bank anticipates its expenses related to the Year
2000 to be minimal.
8
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
NONE
Item 2. Changes in Securities and Use of Proceeds.
NONE
Item 3. Defaults upon Senior Securities.
NONE
Item 4. Submission of Matters to a Vote of Security Holders.
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 11 - Computation of Per Share Earnings
(b) No report on Form 8-K was filed during the first quarter of 1998.
9
<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 14, 1998 BY:\s\ David B. Turner
-----------------------------
David B. Turner
President and
Chief Executive Officer
Date: May 14, 1998 BY:\s\ Mary Jo Rogers
-----------------------------
Mary Jo Rogers
Vice President and
Chief Financial Officer
10
Exhibit 11
CCF HOLDING COMPANY AND SUBSIDIARY
Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Basic Net income per share:
Common stock - shares outstanding as of
December 31, 1997 and 1996 899,024 1,002,795
Unallocated ESOP shares (59,400) (67,230)
---------- ----------
Common stock - shares outstanding 839,624 935,475
Weighted average ESOP shares - committed 1,320 660
Weighted average shares repurchased -- (39,955)
---------- ----------
Weighted average shares outstanding 840,944 896,180
Basic Net income per share $ .07 $ .03
---------- ----------
Diluted Net income per share:
Weighted average shares outstanding 840,944 896,180
Effect of dilutive options 81,962 69,940
---------- ----------
Weighted average shares outstanding - diluted 922,906 966,120
---------- ----------
Diluted net income per share $ .06 $ .03
---------- ----------
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION DERIVED FROM
THE QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL INFORMATION.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 2,805
<INT-BEARING-DEPOSITS> 600
<FED-FUNDS-SOLD> 9,470
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 14,371
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 108,730
<ALLOWANCE> 729
<TOTAL-ASSETS> 143,062
<DEPOSITS> 128,109
<SHORT-TERM> 1,960
<LIABILITIES-OTHER> 1,417
<LONG-TERM> 0
0
0
<COMMON> 91
<OTHER-SE> 11,485
<TOTAL-LIABILITIES-AND-EQUITY> 143,062
<INTEREST-LOAN> 2,377
<INTEREST-INVEST> 194
<INTEREST-OTHER> 83
<INTEREST-TOTAL> 2,654
<INTEREST-DEPOSIT> 1,290
<INTEREST-EXPENSE> 1,450
<INTEREST-INCOME-NET> 1,204
<LOAN-LOSSES> 60
<SECURITIES-GAINS> 105
<EXPENSE-OTHER> 1,300
<INCOME-PRETAX> 87
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 57
<EPS-PRIMARY> .07
<EPS-DILUTED> .06
<YIELD-ACTUAL> 3.50
<LOANS-NON> 569
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 678
<ALLOWANCE-OPEN> 670
<CHARGE-OFFS> 1
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 729
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
