<PAGE>
UNITED STATES 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 AND
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission File Number: 333-12293
Peoples Bancorp, Inc.
-------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-2265412
- -------------------------------- ------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
516 Bankhead Highway, Carrollton, Georgia 30117
-------------------------------------------------------
(Address of principal executive offices)
(770) 838-9608
----------------------------------
(Issuer's telephone number)
N/A
-------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of August 1, 1998: 800,000; $.01 par value.
Transitional Small Business Disclosure Format (Check One) Yes No X
--- ---
1
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
===============================================================================
INDEX
-----
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet - June 30, 1998....................3
Consolidated Statements of Operations and Comprehensive
Income (Loss) - Three Months Ended June 30, 1998 and 1997
and Six Months Ended June 30, 1998 and 1997..................4
Consolidated Statement of Cash Flows - Six
Months Ended June 30, 1998 and 1997..........................5
Notes to Consolidated Financial Statements....................6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..........7
PART II. OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders....14
Item 6 - Exhibits and Reports on Form 8-K.......................14
Signatures......................................................15
2
<PAGE>
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
JUNE 30, 1998
(Unaudited)
Assets
------
Cash and due from banks $ 1,248,146
Interest-bearing deposits in banks 198,000
Federal funds sold 3,946,632
Securities available-for-sale, at fair value 12,244,643
Loans 12,225,722
Less allowance for loan losses 154,544
------------
Loans, net 12,071,178
------------
Premises and equipment 489,015
Other assets 310,079
------------
Total assets $ 30,507,693
============
Liabilities and Stockholders' Equity
------------------------------------
Deposits
Demand $ 2,117,606
Interest-bearing demand 7,526,300
Savings 153,855
Time 12,763,687
------------
Total deposits 22,561,448
Other liabilities 184,427
------------
Total liabilities 22,745,875
------------
Commitments and contingent liabilities
Stockholders' equity
Preferred stock, par value $.01; 1,000,000 shares authorized;
none issued or outstanding
Common stock, par value $.01; 10,000,000 shares authorized;
800,000 shares issued and outstanding 8,000
Capital surplus 7,970,587
Accumulated deficit (241,967)
Accumulated other comprehensive income 25,198
------------
Total stockholders' equity 7,761,818
------------
Total liabilities and stockholders' equity $ 30,507,693
============
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED JUNE 3O, 1998 AND 1997
AND SIX MONTHS ENDED JUNE 30. 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Interest Income
Loans $ 306,921 $ 76,172 $ 552,813 $ 84,382
Taxable securities 155,361 52,500 277,296 60,969
Deposits in banks 2,970 - 3,960 -
Federal funds sold end securities purchased
under resell agreements 54,610 90,712 105,238 191,722
--------- --------- --------- ---------
Total Interest Income 519,862 218,384 939,307 337,073
--------- --------- --------- ---------
Interest expense
Deposits 227,590 53,770 385,699 62,416
Other borrowings - - - 3,446
--------- --------- --------- ---------
Total Interest expense 327,590 53,770 385,699 65,862
--------- --------- --------- ---------
Net Interest Income 292,272 164,614 553,608 271,211
Provision for loan losses 30,000 37,000 54,000 46,000
--------- --------- --------- ---------
Net Interest Income after
provision for loan losses 262,272 127,614 499,608 225,211
--------- --------- --------- ---------
Gain on sales of securities available-for-sale 10,234 - 15,330 -
Other operating income 56,348 17,932 83,542 18,842
--------- --------- --------- ---------
Total other Income 66,582 17,932 98,872 18,842
--------- --------- --------- ---------
Other expenses
Salaries and employee benefits 153,907 129,971 291,214 240,903
Occupancy and equipment expenses 17,658 27,284 32,301 44,778
Other operating expenses 107,045 81,000 197,436 173,561
--------- --------- --------- ---------
Total other expenses 278,610 238,255 520,951 459,242
--------- --------- --------- ---------
Income (loss) before income taxes 50,244 (92,709) 77,529 (215,189)
Income tax expense - - - -
--------- --------- --------- ---------
Net income (loss) 50,244 (92,709) 77,529 (215,189)
--------- --------- --------- ---------
Other comprehensive Income (loss):
Unrealized gains (losses) on securities
available-for-sale arising during period 1,383 20,190 7,231 6,006
Less: reclassification adjustment
for gains included in net income (loss) (10,234) - (15,330) -
--------- --------- --------- ---------
Total other comprehensive income (loss) (8,851) 20,190 (8,099) 6,006
--------- --------- --------- ---------
Comprehensive Income (loss) $ 41,393 $ (72,519) $ 69,430 $(209,183)
========= ========= ========= =========
Basic and diluted earnings
(losses) per common share $ 0.06 $ (0.12) $ 0.10 $ (0.38)
========= ========= ========= =========
Weighted average shares outstanding (basic
and diluted) 800,000 800,000 800,000 570,166
========= ========= ========= =========
Cash dividends per common share $ - $ - $ - $ -
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 77,529 $ (215,189)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 32,054 11,101
Provision for loan losses 54,000 46,000
Gain on sale of securities available-for-sale (15,330) -
Increase in interest receivable (61,396) (89,571)
Increase in interest payable 42,379 28,975
Other operating activities 7,781 22,231
------------ ------------
Net cash provided by (used in) operating activities 137,017 (196,453)
------------ ------------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (8,439,658) (3,996,277)
Proceeds from sales of securities available-for-sale 2,512,969 -
Proceeds from maturities of securities available-for-sale 685,760 -
Net increase in interest-bearing deposits in banks (198,000) -
Net (increase) decrease in Federal funds sold 783,692 (5,983,171)
Net increase in loans (3,430,029) (4,573,865)
Purchase of premises and equipment (9,055) (148,624)
------------ ------------
Net cash used in investing activities (8,094,321) (14,700,937)
------------ ------------
FINANCING ACTIVITIES
Net increase in deposits 8,753,483 7,386,048
Repayment of advances from organizers - (291,600)
Proceeds from sale of common stock - 982,090
------------ ------------
Net cash provided by financing activities 8,753,483 8,076,538
------------ ------------
Net increase (decrease) in cash and due from banks 796,179 (6,820,852)
Cash and due from banks, beginning of period 451,967 7,040,741
------------ ------------
Cash and due from banks, end of period $ 1,248,146 $ 219,889
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid (received) during period for:
Interest $ 343,320 $ 36,887
Income taxes (3,056) $ 4,200
NONCASH TRANSACTION
Net unrealized (gains) losses on securities available-for-sale $ 8,099 $ (6,006)
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The consolidated financial information included herein is unaudited;
however, such information reflects all adjustments (consisting solely
of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of results for the interim
period.
The results of operations for the six month period ended June 30, 1998
are not necessarily indicative of the results to be expected for the
full year.
NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS
The adoption of the provisions of SFAS No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities" that became effective on January 1, 1998 did not have a
material effect on the Company's financial statements.
The adoption of SFAS No. 128, "Earnings Per Share", that became
effective as of December 31, 1997 had no effect on the calculation of
losses per common share for the three and six months ended June 30,
1997.
The adoption of SFAS No. 130, "Reporting Comprehensive Income", that
became effective on January 1, 1998 required the Company to report
comprehensive income in the Company's Statements of Operations and
Comprehensive Income (Loss).
In April of 1998, the Accounting Standards Executive Committee issued
Statement of Position (SOP) 98-5, "Reporting on the Costs of Start Up
Activities". SOP 98-5 requires that costs of start-up activities and
organization costs be expensed as incurred. SOP 98-5 becomes effective
for financial statements for fiscal years beginning after December 15,
1998. However, early adoption is encouraged for fiscal years in which
financial statements have not been issued. As of June 30, 1998, the
Company had $54,182 of unamortized organization costs which will be
required to be written off upon adoption of SOP 98-5.
The Financial Accounting Standards Board has issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS
No. 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments imbedded in other
contracts and for hedging activities. It requires that all derivatives
be recognized as either assets or liabilities at fair value. The
accounting for changes in the fair value of derivative instruments
(gains and losses) depends on the intended use of the derivative.
Designated uses are fair value hedges, cash flow hedges, and foreign
currency hedges. The effective date of this statement is for all fiscal
quarters of fiscal years beginning after June 15, 1999. The Company has
not assessed the impact that this statement will have on the financial
statements.
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS (continued)
There are no other recent accounting pronouncements that have had, or
are expected to have, a material effect on the Company's financial
statements.
7
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the financial position and
operating results of the Company and its bank subsidiary, Peoples Bank
of West Georgia, during the periods included in the accompanying
consolidated financial statements.
Liquidity and Capital Resources
As of June 30, 1998, the liquidity ratio of the Bank, as determined
under guidelines established by regulatory authorities, was
satisfactory.
At June 30, 1998, the capital ratios of the Company and the Bank were
adequate based on regulatory minimum capital requirements. The minimum
capital requirements and the actual capital ratios for the Company and
the Bank are as follows:
Actual
-------------------------
Peoples
Peoples Bank of
Bancorp, West Regulatory
Inc. Georgia Requirement
----------- ----------- -----------
Leverage capital ratios 27.72 % 20.81 % 4.00 %
Risk-based capital ratios:
Core capital 57.49 43.16 4.00
Total capital 58.64 44.31 8.00
As the Company continues to grow, the capital ratios will decrease
rapidly to levels closer to, but still in excess of regulatory minimum
requirements.
8
<PAGE>
Financial Condition
Following is a summary of the Company's balance sheets for the periods
indicated:
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997 Increase (Decrease)
------------ ------------ --------------------------
(Dollars in Thousands) Amount Percent
----------------------------- ----------- -----------
<S> <C> <C> <C> <C>
Cash and due from banks $ 1,248 $ 452 $ 796 176.11 %
Interest-bearing deposits in banks 198 - 198 -
Securities 12,245 6,997 5,248 75.00
Federal funds sold 3,947 4,730 (783) (16.55)
Loans, net 12,071 8,695 3,376 38.83
Premises and equipment 489 496 (7) (1.41)
Other assets 310 265 45 16.98
------------ ------------ -----------
$ 30,508 $ 21,635 $ 8,873 41.01
============ ============ ===========
Deposits $ 22,562 $ 13,808 $ 8,754 63.40 %
Other liabilities 184 135 49 36.30
Stockholders' equity 7,762 7,692 70 0.91
------------ ------------ -----------
$ 30,508 $ 21,635 $ 8,873 41.01
============ ============ ===========
</TABLE>
As indicated in the above table, the Company's total assets grew at a rate of
41.01%. This high rate of growth is not uncommon for a de novo bank. Significant
deposit growth of 63.40% was invested in loans, securities, and interest-bearing
deposits in banks. The Company's loan to deposit ratio has decreased from 63.7%
at December 31, 1997 to 54.19% at June 30, 1998 as deposit growth outpaced new
loan demand during the first two quarters.
9
<PAGE>
Results of Operations For The Three Months Ended June 30, 1998 and 1997 and for
the Six Months Ended June 30, 1998 and 1997
Following is a summary of the Company's operations for the periods indicated.
Three Months Ended
June 30,
--------------------------------
1998 1997
------------- -------------
Increase
(Dollars in Thousands) (Decrease)
-------------------------------- -------------
Interest income $ 520 $ 218 $ 302
Interest expense 228 53 175
Net interest income 292 165 127
Provision for loan losses 30 37 (7)
Other income 67 18 49
Other expense 279 239 40
Net income (loss) 50 (93) 143
Six Months Ended
June 30,
--------------------------------
1998 1997
------------- -------------
Increase
(Dollars in Thousands) (Decrease)
-------------------------------- -------------
Interest income $ 939 $ 337 $ 602
Interest expense 385 66 319
Net interest income 554 271 283
Provision for loan losses 54 46 8
Other income 99 19 80
Other expense 521 459 62
Net income (loss) 78 (215) 293
10
<PAGE>
As indicated in the above table, the Company's net interest income has increased
by $127,000 and $283,000 for the three and six month periods in 1998 as compared
to the same periods in 1997. The Company's net interest margin decreased to
4.63% during the first six months of 1998 as compared to 5.38% for the previous
year. The increase in net interest income is due primarily to the increased
volume of average interest-earning assets. The decrease in the net interest
margin is due to the significant deposit growth that has outpaced new loan
demand.
The provision for loan losses decreased by $7,000 and increased by $8,000 for
the three and six month periods in 1998 as compared to the same periods in 1997.
The overall increase is due primarily to the net loan growth. The Company's
allowance for loan losses amounted to 1.26% at June 30, 1998 as compared to
1.15% at December 31, 1997. The allowance for loan losses is maintained at a
level that is deemed appropriate by management to adequately cover all known and
inherent risks in the loan portfolio. Management's evaluation of the loan
portfolio includes a continuing review of loan loss experience, current economic
conditions which may affect the borrower's ability to repay and the underlying
collateral value.
Information with respect to nonaccrual, past due and restructured loans at June
30, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
June 30,
---------------------------------
1998 1997
--------------- ---------------
(Dollars in Thousands)
---------------------------------
<S> <C> <C>
Nonaccrual loans $ - $ -
Loans contractually past due ninety days or more as to interest
or principal payments and still accruing - -
Restructured loans - -
Loans, now current about which there are serious doubts as to the
ability of the borrower to comply with loan repayment terms - -
Interest income that would have been recorded on nonaccrual
and restructured loans under original terms - -
Interest income that was recorded on nonaccrual and restructured loans - -
</TABLE>
It is the policy of the Bank to discontinue the accrual of interest income when,
in the opinion of management, collection of such interest becomes doubtful. This
status is accorded such interest when (1) there is a significant deterioration
in the financial condition of the borrower and full repayment of principal and
interest is not expected and (2) the principal or interest is more than ninety
days past due, unless the loan is both well-secured and in the process of
collection.
Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity or capital resources.
These classified loans do not represent material credits about which management
is aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.
11
<PAGE>
Information regarding certain loans and allowance for loan loss data through
June 30, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------------------
1998 1997
--------------- ---------------
(Dollars in Thousands)
---------------------------------
<S> <C> <C>
Average amount of loans outstanding $ 10,614 $ 1,306
=============== ===============
Balance of allowance for loan losses at beginning of period $ 101 $ -
=============== ===============
Loans charged off
Commercial and financial $ - $ -
Real estate mortgage - -
Instalment 5 -
--------------- ---------------
5 -
--------------- ---------------
Loans recovered
Commercial and financial - -
Real estate mortgage - -
Instalment 5 -
--------------- ---------------
5 -
--------------- ---------------
Net charge-offs - -
--------------- ---------------
Additions to allowance charged to operating expense during period 54 46
--------------- ---------------
Balance of allowance for loan losses at end of period $ 155 $ 46
=============== ===============
Ratio of net loans charged off during the period to
average loans outstanding -% -%
=============== ===============
</TABLE>
Other income has increased $49,000 and $80,000 during the second quarter and
first six months of 1998 as compared to the same periods in 1997 due primarily
to increases in service charges and mortgage loan origination fees.
Other expenses increased $40,000 and $62,000 during the second quarter and first
six months of 1998 as compared to the same periods in 1997. The most significant
changes occurred in salaries and employee benefits.
The Company has recorded no provision for income taxes due to cumulative net
operating losses.
12
<PAGE>
Capability of Data Processing Software to Accommodate the Year 2000
- -------------------------------------------------------------------
Like many financial institutions, the Company relies upon computers for the
daily conduct of their business and for data processing generally. There is
concern among industry experts that commencing on January 1, 2000, computers
will be unable to "read" the new year and that there may be widespread computer
malfunctions. On August 5, 1998, the Company's data processing service center
sold certain assets and liabilities, consisting primarily of its core data
processing operations to InterCept Group, located in Norcross, Georgia. The
change in the Company's data service provider will require the Company to
undergo a conversion of its data processing system. At this time, management of
the Company is evaluating its data processing options. Due to the significance
of the year 2000 issue and additional regulatory concern over the required
computer conversion, a decision on available data processing options will be
made very soon. Management is in the process of evaluating the costs associated
with the conversion, but believes any additional costs will not have a
significant impact on the Company's financial statements. Management also
believes that the Company will be able to meet all regulatory timetable
guidelines relating to the year 2000 issue, although there can be no assurances
in this regard.
The Company is not aware of any known trends, events or uncertainties, other
than the effect of events as described above, that will have or that are
reasonably likely to have a material effect on its liquidity, capital resources
or operations. The Company is also not aware of any current recommendations by
the regulatory authorities which, if they were implemented, would have such an
effect.
13
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The annual meeting of the stockholders of the Company was held on
April 28, 1998.
(b) The following directors were elected at the meeting to serve
terms through the year indicated:
Steve Adams 2001
John Bohannon 2001
Jeff Matthews 2001
Mark Swindle 2001
Lawrence Alligood 2000
Wayne Garner 2000
(c) Mauldin & Jenkins, LLC was approved as the Company's certified
public accountants.
The shares represented at the meeting (626,938 shares or 78.36%)
voted as follows:
Item (b) Item (c)
# of # of
Shares Shares
---------- ----------
For 626,738 626,538
Withheld authority 200 -
Abstained - 400
---------- ----------
Total 626,938 626,938
========== ==========
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27. Financial Data Schedule.
(b) Reports on Form 8-K.
None.
14
<PAGE>
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.
<TABLE>
<CAPTION>
PEOPLES BANCORP, INC.
(Registrant)
<S> <C>
DATE: BY: /s/ Timothy I. Warren
------------------------ ----------------------------------------
Timothy I. Warren. President and C.E.O.
(Principal Executive Officer)
DATE: BY: /s/ Elaine B. Lovvorn
------------------------ ----------------------------------------
Elaine B. Lovvorn, Secretary and Treasurer
(Principal Financial and Accounting Officer)
</TABLE>
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,248,146
<INT-BEARING-DEPOSITS> 198,000
<FED-FUNDS-SOLD> 3,946,632
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 12,244,643
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 12,225,722
<ALLOWANCE> 154,544
<TOTAL-ASSETS> 30,507,693
<DEPOSITS> 22,561,448
<SHORT-TERM> 0
<LIABILITIES-OTHER> 184,427
<LONG-TERM> 0
0
0
<COMMON> 8,000
<OTHER-SE> 7,753,818
<TOTAL-LIABILITIES-AND-EQUITY> 30,507,693
<INTEREST-LOAN> 552,813
<INTEREST-INVEST> 277,296
<INTEREST-OTHER> 109,198
<INTEREST-TOTAL> 939,307
<INTEREST-DEPOSIT> 385,699
<INTEREST-EXPENSE> 385,699
<INTEREST-INCOME-NET> 553,608
<LOAN-LOSSES> 54,000
<SECURITIES-GAINS> 15,330
<EXPENSE-OTHER> 520,951
<INCOME-PRETAX> 77,529
<INCOME-PRE-EXTRAORDINARY> 77,529
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 77,529
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
<YIELD-ACTUAL> 4.63
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 101,000
<CHARGE-OFFS> 5,000
<RECOVERIES> 5,000
<ALLOWANCE-CLOSE> 155,000
<ALLOWANCE-DOMESTIC> 155,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
