<PAGE>
<PAGE>
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
Commission File Number: 1-13964
The Southern Banc Company, Inc.
_________________________________________________________________
(Exact name of small business issuer as specified in its charter)
Delaware 63-1146351
- ----------------------- -------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
221 S. 6th Street, Gadsden, Alabama 35901-4102
- --------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (256) 543-3860
Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act 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 ninety days:
Yes X No
--- ----
As of September 30, 1998, there were 1,230,313 shares of
the registrant's Common Stock, par value $0.01 per share, issued
and outstanding.
Transitional small business disclosure format (check
one): Yes No X
--- ---
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
1
<PAGE>
<PAGE>
THE SOUTHERN BANC COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
September 30, June 30,
1998 1998
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
CASH AND CASH EQUIVALENTS $ 9,469 $ 6,422
SECURITIES AVAILABLE FOR SALE 20,662 22,239
SECURITIES HELD TO MATURITY,
fair values of $32,542 and $34,811,
respectively 33,107 34,077
LOANS RECEIVABLE, net 41,593 41,153
PREMISES AND EQUIPMENT, net 252 251
ACCRUED INTEREST AND DIVIDENDS RECEIVABLE 638 723
PREPAID EXPENSES AND OTHER ASSETS 306 222
-------- --------
TOTAL ASSETS $106,027 $105,087
======== ========
DEPOSITS $ 86,421 $ 85,926
OTHER LIABILITIES 763 591
-------- --------
TOTAL LIABILITIES 87,184 86,517
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share,
500,000 shares authorized; shares issued
and outstanding -- none 0 0
Common stock, par $.01 per share,
1,454,750 shares issued and 1,230,313
shares outstanding, 3,500,000 authorized. 15 15
Treasury stock at cost, 224,437 shares (3,000) (3,000)
Additional paid-in capital 13,690 13,677
Unearned compensation (1,546) (1,602)
Retained earnings 9,498 9,433
Unrealized gain on securities available
for sale, net 186 47
-------- --------
TOTAL STOCKHOLDERS' EQUITY $ 18,843 $ 18,570
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $106,027 $105,087
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated statements.
2
<PAGE>
<PAGE>
THE SOUTHERN BANC COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
-------------------
1998 1997
------ ------
(Unaudited) (Unaudited)
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 793 $ 740
Interest and dividends on securities
available for sale 351 292
Interest and dividends on securities
held to maturity 615 769
Other interest income 83 69
------- -------
Total interest income 1,842 1,870
INTEREST EXPENSE:
Interest on deposits 1,146 1,154
------- -------
Net interest income 696 716
Provision for loan losses 0 0
------- -------
Net interest income after provision
for loan losses 696 716
------- -------
NON-INTEREST INCOME:
Fees & other non-interest income 31 21
------- -------
NON-INTEREST EXPENSE:
Salaries and employee benefits 318 354
Office building and equipment expenses 63 66
Deposit insurance expense 13 14
Other operating expense 94 79
------- -------
Total non-interest expense 488 513
------- -------
Income before income taxes 239 224
PROVISION FOR INCOME TAXES 82 80
------- -------
Net income $ 157 $ 144
======= =======
EARNING PER SHARE - BASIC $ 0.15 $ 0.14
EARNING PER SHARE - DILUTED $ 0.14 $ 0.13
DIVIDENDS DECLARED PER SHARE $0.0875 $0.0875
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated statements.
3
<PAGE>
<PAGE>
THE SOUTHERN BANC COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Three Months Ended
September 30, 1998 and 1997
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
1998 1997
------- -------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 157 $ 144
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities:
Depreciation 9 12
Amortization (accretion), net (12) 34
Amortization of unearned compensation 85 84
Provision for loan losses 0 0
Change in assets and liabilities:
(Increase) decrease in accrued interest &
dividends receivable 85 (22)
(Increase) decrease in other assets (84) (126)
Increase (decrease) in other liabilities 96 142
------- -------
Total adjustments 179 124
------- -------
Net cash provided by (used in) operating
activities 336 268
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of securities available for sale (3,090) (3,788)
Proceeds from maturities and principal payments on
securities available for sale 4,878 1,746
Purchases of securities held to maturity (2,780) 0
Proceeds from maturities and principal payments on
securities held to maturity 3,760 2,577
Net loan (originations) repayments (440) (1,889)
Capital expenditures (10) (15)
------- -------
Net cash provided by (used in) investing
activities 2,318 (1,369)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in deposits, net 495 343
Increase (decrease) in advance payments by
borrowers for taxes and insurance 6 9
Dividends paid (92) (89)
Contributions to plan trusts (16) (17)
Proceeds from exercise of stock options 0 18
------- -------
Net cash provided by financing activities 393 264
------- -------
Net increase (decrease) in cash and cash equivalents 3,047 (837)
CASH AND CASH EQUIVALENTS, beginning of period 6,422 5,807
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 9,469 $ 4,970
======= =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $ 0 $ 0
======= =======
Interest $ 1,146 $ 1,154
======= =======
Non-cash transactions:
Change in unrealized net gain on securities
available for sale, net $ 139 $ 60
======= =======
</TABLE>
4
<PAGE>
<PAGE>
THE SOUTHERN BANC COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The Southern Banc Company, Inc. (the "Company") was incorporated
in the State of Delaware in May 1995, for the purposes of
becoming a holding company to own all of the outstanding capital
stock of First Federal Savings & Loan Association of Gadsden
(the "Association") upon the Association's conversion from a
federally chartered mutual savings association to a federally
chartered stock association (the "Conversion"). The accounting
for the conversion is in a manner similar to that utilized in a
pooling of interest.
The accompanying unaudited condensed consolidated financial
statements as of September 30, 1998 and June 30, 1998, and for
the three month period ended September 30, 1998 and 1997,
include the accounts of the Company, the Association, and the
Association's wholly owned subsidiary, First Service Corporation
of Gadsden. All significant intercompany transactions and
accounts have been eliminated in consolidation.
The condensed consolidated financial statements were prepared by
the Company without an audit, but in the opinion of management,
reflect all adjustments necessary for the fair presentation of
financial position and results of operations for the three
months ended September 30, 1998 and 1997. Results of operations
for the current interim period are not necessarily indicative of
results expected for the entire fiscal year.
While certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the Securities
and Exchange Commission, management believes that the
disclosures herein are adequate to make the information
presented not misleading. These condensed consolidated
financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in
the Company's annual report on Form 10-KSB for the year ended
June 30, 1998. The accounting policies followed by the Company
are set forth in the summary of significant accounting policies
in the Company's June 30, 1998 consolidated financial
statements.
2. STOCK CONVERSION
On October 5, 1995, the Conversion of the Association from a
Federally chartered mutual institution to a Federally chartered
stock savings association through amendment of its charter and
issuance of common stock to the Company was completed. Related
thereto, the Company sold 1,454,750 shares of common stock, par
value $.01 per share, at an initial price of $10 per share in
subscription and community offerings. Costs associated with the
Conversion were approximately $880,000, including underwriting
fees. The conversion costs were deducted from the gross
proceeds of the sale of the common stock.
3. RETIREMENT AND SAVINGS PLANS
Employee Stock Ownership Plan
In connection with the Conversion, the Association established
an employee stock ownership plan (the "ESOP") for eligible
employees. The ESOP purchased 116,380 shares of the Company's
common stock with the proceeds of a $1,163,800 note payable from
the Association and secured by the Common Stock owned by the
ESOP. Unearned compensation for the ESOP was charged to
stockholders' equity and is reduced ratably in connection with
principal payments under the terms of the plan. Unearned
compensation is amortized into compensation expense based on
employee services rendered in relation to shares which are
committed to be released.
5
<PAGE>
<PAGE>
Management Recognition Plan
During fiscal 1996, the Association established a management
recognition plan (the "MRP") which purchased 58,190 shares of
the Company's common stock on the open market subsequent to the
Conversion. The MRP provides for awards of common stock to
directors and officers of the Association. A trust was formed
for the purpose of purchasing shares of stock in the open market
for future awards of stock options under the MRP Plan. The
aggregate fair market value of the shares purchased by the MRP
is considered unearned compensation at the time of purchase and
compensation is earned ratably over the stipulated vesting
period. Unearned compensation related to the MRP is shown as a
reduction to shareholders' equity in the accompanying
consolidated statements of condition. The Plan held 43,503
issued and outstanding shares at September 30, 1998.
Stock Option and Incentive Plan
The Company has a stockholder approved Option and Incentive Plan
(the "Option Plan"). The Option Plan provides for the grant of
incentive stock options (ISO's) to employees and non-incentive
stock options (non-ISO's) to non-employee directors. The
exercise price is based on the market price of the common stock
on the date of grant. A trust was formed for the purpose of
purchasing shares of stock in the open market for issuance upon
future exercises of stock options under the Option Plan. The
Plan held 27,223 issued and outstanding shares at September 30,
1998.
Simplified Employee Pension Plan
The Company established a Simplified Employee Pension Plan
("SEP") for all employees who have completed one year of
service, pursuant to Section 408(k) of the Internal Revenue Code
of 1986. The Company makes a discretionary contribution to the
SEP on an annual basis.
4. EARNINGS PER SHARE
Basic earnings per share were computed by dividing net income by
the weighted average number of shares of common stock
outstanding during the three month periods ended September 30,
1998 and 1997. Common stock outstanding consists of issued
shares less treasury stock, unallocated ESOP shares, and shares
owned by the MRP and Stock Option plan trusts. Diluted earnings
per share for the three month periods ended September 30, 1998
and 1997, were computed by dividing net income by the weighted
average number of shares of common stock and the dilutive
effects of the shares awarded under the MRP and the Stock Option
plans, based on the treasury stock method using an average fair
market value of the stock during the respective periods.
In 1997, the Company adopted SFAS No 128, "Earnings Per Share,"
effective December 15, 1997. As a result, the Company's
reported earnings per share for 1997 were restated. The
following table represents the earnings per share calculations
for the three months ended September 30, 1998 and 1997,
accompanied by the effect of this accounting change on
previously reported earnings per share:<PAGE>
<TABLE>
<CAPTION>
Earnings
Income Shares Per Share
------ ------ ---------
<S> <C> <C> <C>
For the Three Months Ended:
- --------------------------
September 30, 1998
Net income $157,000
--------
Basic earnings per share:
Income available to common
shareholders 157,000 1,078,596 $ 0.15
Dilutive Securities: -------
Management recognition plan shares 24,449
Stock option plan shares 23,248
-------- ---------
Dilutive earnings per share:
Income available to common
shareholders plus assumed
conversions $157,000 1,126,293 $ 0.14
-------- --------- -------
</TABLE>
6
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Earnings
Income Shares Per Share
------ ------ ---------
<S> <C> <C> <C>
For the Three Months Ended:
- --------------------------
September 30, 1997
Net income $144,000
--------
Basic earnings per share:
Income available to common shareholders 144,000 1,058,067 $ 0.14
-------
Dilutive Securities:
Management recognition plan shares 32,585
Stock option plan shares 30,588
-------- ---------
Dilutive earnings per share:
Income available to common shareholders
plus assumed conversions $144,000 1,121,240 $ 0.13
-------- --------- -------
Changes in previously reported EPS: For the period ended September 30, 1997
---------------------------------------
Three Months
------------
Earnings per share, as reported $ 0.13
Earnings per share, as restated:
Basic $ 0.14
Diluted $ 0.13
</TABLE>
5. COMPREHENSIVE INCOME
The Company adopted SFAS No. 130 July 1, 1998. SFAS No. 130
established standards for reporting and display of comprehensive
income and its components.
The Company has classified certain securities as available for
sale in accordance with Financial Accounting Standards Board
Statement No. 115. For the three month period ended September
30, 1998 the net unrealized gain on these securities increased
by $139,000. For the three month period ended September 30,
1997 the net unrealized gain on these securities decreased by
$60,000. Pursuant to Statement No. 115, any unrealized gain or
loss activity of available for sale securities is to be recorded
as an adjustment to a separate component of shareholders'
equity, net of income tax effect. Accordingly, for the three
month periods ended September 30, 1998 and 1997, the Company
recognized a corresponding adjustment in the net unrealized gain
component of equity.
<PAGE>
Since comprehensive income is a measure of all changes in equity
of an enterprise that result from transactions and other
economic events of the period, this change in unrealized gain
serves to increase or decrease comprehensive income. The
following table represents comprehensive income for the three
month periods ended September 30, 1998 and 1997:
<TABLE>
<CAPTION>
Three Months Ended
September 30,
---------------------
1998 1997
------- ------
<S> <C> <C>
Net income $ 157 $ 144
Other comprehensive income (loss),
net of tax:
Unrealized gain (loss) on securities 139 (60)
----- -----
Comprehensive income $ 296 $ 84
===== =====
</TABLE>
7
<PAGE>
6. PENDING ACCOUNTING PRONOUNCEMENTS
The AICPA has issued Statements of Position 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for
Internal Use". This statement requires capitalization of
external direct costs of materials and services; payroll and
payroll-related costs for employees directly associated; and
interests cost during development of computer software for
internal use (planning and preliminary costs should be
expensed). Also, capitalized costs of computer software
developed or obtained for internal use should be amortized on a
straight-line basis unless another systematic and rational basis
is more representative of the software's use.
This statement is effective for financial statements for fiscal
years beginning after December 15, 1998 (prospectively) and is
not expected to have a material effect on the consolidated
financial statements.
8
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Comparison of Financial Condition at September 30 and June 30,
1998.
Total assets increased approximately $940,000 or 0.89% from
$105.1 million at June 30, 1998 to $106.0 million at September
30, 1998. During the period ended September 30, 1998, net loans
increased approximately $440,000 or 1.07%, securities available
for sale decreased approximately $1.6 million or 7.09% and
securities held to maturity decreased approximately $1.0 million
or 2.85%. The decrease in total securities was primarily
attributable to maturities and principal payments received
during the period ended September 30, 1998.
Cash and cash equivalents increased approximately $3.1 million
or 47.45% from $6.4 million to $9.5 million at September 30,
1998. The increase in cash was primarily attributable to the
maturities and principal payments on investment securities.
Accrued interest and dividends receivable decreased
approximately $85,000 or 11.76% from $723,000 at June 30, 1998
to $638,000 at September 30, 1998. Prepaid expenses and other
assets increased approximately $84,000 or 37.84% from $222,000
at June 30, 1998 to $306,000 at September 30, 1998. This
increase was primarily attributable to an increase in prepaid
expenses.
Total deposits increased approximately $495,000 or 0.58% from
$85.9 million at June 30, 1998 to $86.4 million at September 30,
1998. Other liabilities during the period ended September 30,
1998 increased approximately $172,000 or 29.10% from $591,000 to
$763,000. This increase was primarily attributable to an
increase in accrued federal income taxes.
Total equity increased approximately $273,000 or 1.47% from
$18.6 million at June 30, 1998 to $18.8 million at September 30,
1998. This change was primarily attributable to an increase in
retained earnings, additional paid-in capital, amortization of
unearned compensation and unrealized gain on securities
available for sale, offset in part by the payment of common
stock dividends. Treasury stock at September 30, 1998 was $3.0
million.
Comparison of Results of Operations for the Three Months Ended
September 30, 1998 and 1997.
The Company reported net income for the three months ended
September 30, 1998 of $157,000 compared with net income of
$144,000 for the three months ended September 30, 1997. This
increase was primarily attributable to a decrease in non-
interest expense.
Net Interest Income. Net interest income for the three months
ended September 30, 1998 was $696,000 as compared to $716,000
for the three months ended September 30, 1997. Total interest
income decreased approximately $28,000 or 1.50% for the three
months ended September 30, 1998. This decrease was primarily
attributable to the maturity of securities during the three
month period. Total interest expense decreased approximately
$8,000 or 0.69% for the three months ended September 30, 1998
compared with the three months ended September 30, 1997.
Provision for Loan Losses. No provision for loan losses was
deemed necessary in either of the three month periods ended
September 30, 1998 or 1997. The allowance for loan losses is
based on management's evaluation of possible loan losses
inherent in the Association's loan portfolio. Management
considers, among other factors, past loss experience, current
economic conditions, volume, growth and composition of the loan
portfolio, and other relevant factors.
Non-interest Income. Non-interest income increased
approximately $10,000 or 47.62% from $21,000 to $31,000 for the
three month period ended September 30, 1998 compared to the
three month period ended September 30, 1997. This increase is
primarily attributable to an increase in mortgage loan
origination fees and prepayment penalties.
9
<PAGE>
<PAGE>
Non-interest Expense. Non-interest expense decreased
approximately $25,000 or 4.87% for the three month period ended
September 30, 1998 from $513,000 at September 30, 1997 to
$488,000 at September 30, 1998. This decrease was primarily
attributable to a reduction salaries and employee benefits
expense. Other operating expenses increased approximately
$15,000 or 18.99% for the three month periods ended September
30, 1998 as compared to the three month period ended September
30, 1997. This increase was primarily attributable to operating
expenses relating to the operation of the holding company and
professional fees associated with back-office operational
improvements.
Provision for Income Taxes. For the three month period ended
September 30, 1998, provision for income tax expense increased
$2,000 or 2.50% as compared to the three month period ended
September 30, 1997.
Liquidity and Capital Resources. As a holding company, the
Company conducts its business through its subsidiary, the
Association. The Association is required to maintain minimum
levels of liquid assets as defined by regulations of the Office
of Thrift Supervision. This requirement, which varies from time
to time depending upon economic conditions and deposit flows, is
based upon a percentage of deposits and short-term borrowings.
The required ratio currently is 4.0%. The Association's average
liquidity ratio well exceeded the required maximums at and
during the three month period ended September 30, 1998. The
Association adjusts its liquidity levels in order to meet
funding needs of deposit outflows, repayment of borrowings and
loan commitments. The Association also adjusts liquidity as
appropriate to meet its asset and liability management
objectives.
The Association's primary sources of funds are deposits, payment
of loans and mortgage-backed securities, maturities of
investment securities and other investments. While scheduled
principal repayments on loans and mortgage-backed securities are
a relatively predictable source of funds, deposit flows and loan
prepayments are greatly influenced by general interest rates,
economic conditions, and competition. The Association invests
in short-term interest-earning assets which provide liquidity to
meet lending requirements.
The Association is required to maintain certain levels of
regulatory capital. At September 30, 1998, the Association
exceeded all minimum regulatory capital requirements.
Possible Year 2000 Computer Program Problems
A great deal of information has been disseminated about the
global computer crash that may occur in the year 2000. Many
computer programs that can only distinguish the final two digits
of the year entered (a common programming practice in earlier
years) are expected to read entries for the year 2000 as the
year 1900. All of the significant data processing of the
Association that could be affected by this problem is provided
by a third party service bureau. The service bureau of the
Association has advised the Association that it expects to
resolve this potential problem before the year 2000. However,
if the service bureau is unable to resolve this potential
problem in time, the Association would likely experience
significant data processing delays, mistakes or failures. These
delays, mistakes or failures could have a material adverse
impact on the financial condition and results of operation
of the Association.
Risks to the Company if its computer systems are not year 2000
compliant include the inability to process customer deposits or
checks drawn on the Association, inaccurate interest accruals
and maturity dates of loans and time deposits, and the inability
to update accounts for daily transactions. Other risks to the
Company exist if certain of its vendors', suppliers' and
customers' computer systems are not Year 2000 compliant. These
risks include the inability of the Association to communicate
with its third party service bureau if phone systems are not
working, the interruption of business in the event of power
outages, the inability of loan customers to comply with
repayment terms if their businesses are interrupted, the
inability to make payment for checks drawn on the Association,
receive payment for checks deposited by the Association's
customers, or invest excess funds if the Federal Home Loan Bank
or correspondent banks are not Year 2000 compliant. The
Company's most important mission critical system is the software
and hardware responsible for maintaining and processing general
ledger, deposits, and loan accounts. The Company's Year 2000
Compliance and Contingency Plans are structured in accordance
with the OTS and the FFIEC guidelines. Remediation and testing
efforts relating to the Year 2000 are on schedule and are
expected to be completed by December 1998. The Company is in
the process of contacting its key vendors, suppliers and
customers to determine their Year 2000 compliance. The Company
estimates that the cost of testing and updating its systems for
Year 2000 compliance will not be material.
10
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company and any subsidiaries may
be a party to various legal proceedings incident to its or their
business. At September 30, 1998, there were no legal
proceedings to which the Company or any subsidiary was a party,
or to which any of their property was subject, which were
expected by management to result in a material loss.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
On October 15, 1998, The Southern Banc Company, Inc.
announced a dividend in the amount of $.0875 per share
on or about December 14, 1998 to stockholders of record
at the close of business on November 20, 1998.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27.1 - Financial Data Schedule
Exhibit 27.2 - Restated Financial Data Schedule
(b) Reports on Form 8-K
None
11
<PAGE>
<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.
THE SOUTHERN BANC COMPANY
Date: November 6, 1998 By: /s/ James B. Little, Jr.
----------------------------
James B. Little, Jr.
(Principal Executive and
Financial Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> SEP-30-1998
<CASH> 245
<INT-BEARING-DEPOSITS> 9,224
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 20,662
<INVESTMENTS-CARRYING> 33,107
<INVESTMENTS-MARKET> 32,542
<LOANS> 41,669
<ALLOWANCE> 76
<TOTAL-ASSETS> 106,027
<DEPOSITS> 86,421
<SHORT-TERM> 0
<LIABILITIES-OTHER> 763
<LONG-TERM> 0
<COMMON> 15
0
0
<OTHER-SE> 18,828
<TOTAL-LIABILITIES-AND-EQUITY> 106,027
<INTEREST-LOAN> 793
<INTEREST-INVEST> 966
<INTEREST-OTHER> 83
<INTEREST-TOTAL> 1,842
<INTEREST-DEPOSIT> 1,146
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 696
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 488
<INCOME-PRETAX> 239
<INCOME-PRE-EXTRAORDINARY> 239
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 157
<EPS-PRIMARY> 0.15
<EPS-DILUTED> 0.14
<YIELD-ACTUAL> 2.68
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 76
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 76
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 76
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> SEP-30-1997
<CASH> 234
<INT-BEARING-DEPOSITS> 4,736
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 19,725
<INVESTMENTS-CARRYING> 41,580
<INVESTMENTS-MARKET> 42,275
<LOANS> 38,146
<ALLOWANCE> 76
<TOTAL-ASSETS> 106,164
<DEPOSITS> 87,102
<SHORT-TERM> 0
<LIABILITIES-OTHER> 930
<LONG-TERM> 0
<COMMON> 15
0
0
<OTHER-SE> 18,117
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<INTEREST-INVEST> 1,061
<INTEREST-OTHER> 69
<INTEREST-TOTAL> 1,870
<INTEREST-DEPOSIT> 1,154
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<EXPENSE-OTHER> 513
<INCOME-PRETAX> 224
<INCOME-PRE-EXTRAORDINARY> 224
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 144
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.13
<YIELD-ACTUAL> 7.53
<LOANS-NON> 0
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<RECOVERIES> 0
<ALLOWANCE-CLOSE> 76
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 76
</TABLE>
