<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 September 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 X No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 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
-----
<TABLE>
<CAPTION>
Page
----
PART I FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheet - September 30, 1998 ................ 3
Consolidated Statements of Operations and Comprehensive
Income (Loss) - Three Months Ended September 30, 1998 and 1997
and Nine Months Ended September 30, 1998 and 1997 ............. 4
Consolidated Statement of Cash Flows - Nine
Months Ended September 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 6 - Exhibits and Reports on Form 8-K ........................ 14
Signatures ....................................................... 15
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1998
(Unaudited)
Assets
------
Cash and due from banks $ 364,379
Interest-bearing deposits in banks 198,000
Federal funds sold 1,861,712
Securities available-for-sale, at fair value 12,469,454
Loans 15,230,531
Less allowance for loan losses 184,544
------------
Loans, net 15,045,987
------------
Premises and equipment 507,401
Other assets 237,171
------------
Total assets $ 30,684,104
============
Liabilities and Stockholders' Equity
------------------------------------
Deposits
Demand $ 1,543,363
Interest-bearing demand 6,784,452
Savings 220,668
Time 14,125,499
------------
Total deposits 22,673,982
Other liabilities 179,080
------------
Total liabilities 22,853,062
------------
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 (214,748)
Accumulated other comprehensive income 67,203
------------
Total stockholders' equity 7,831,042
------------
Total liabilities and stockholders' equity $ 30,684,104
============
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 SEPTEMBER 30, 1998 AND 1997
AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
Interest income
<S> <C> <C> <C> <C>
Loans $ 351,272 $ 137,438 $ 904,085 $ 221,820
Taxable securities 163,573 73,001 440,869 133,970
Deposits in banks 1,980 -- 5,940 --
Federal funds sold 55,265 62,738 160,503 254,460
----------- ----------- ----------- -----------
Total interest income 572,090 273,177 1,511,397 610,250
----------- ----------- ----------- -----------
Interest expense
Deposits 266,052 81,384 651,751 143,800
Other borrowings -- -- -- 3,446
----------- ----------- ----------- -----------
Total interest expense 266,052 81,384 651,751 147,246
----------- ----------- ----------- -----------
Net interest income 306,038 191,793 859,646 463,004
Provision for loan losses 30,000 27,000 84,000 73,000
----------- ----------- ----------- -----------
Net interest income after
provision for loan losses 276,038 164,793 775,646 390,004
----------- ----------- ----------- -----------
Gain on sales of securities available-for-sale 5,227 -- 20,557 --
Other operating income 53,287 41,356 136,829 60,198
----------- ----------- ----------- -----------
Total other income 58,514 41,356 157,386 60,198
----------- ----------- ----------- -----------
Other expenses
Salaries and employee benefits 149,520 128,618 440,734 369,521
Occupancy and equipment expenses 17,257 29,360 49,558 74,137
Other operating expenses 140,556 82,679 337,992 256,241
----------- ----------- ----------- -----------
Total other expenses 307,333 240,657 828,284 699,899
----------- ----------- ----------- -----------
Income (loss) before income taxes 27,219 (34,508) 104,748 (249,697)
Income tax expense -- -- -- --
----------- ----------- ----------- -----------
Net income (loss) 27,219 (34,508) 104,748 (249,697)
----------- ----------- ----------- -----------
Other comprehensive income:
Unrealized gains on securities
available-for-sale arising during period 47,232 21,019 54,463 27,025
Less: reclassification adjustment
for gains included in net income (loss) (5,227) -- (20,557) --
----------- ----------- ----------- -----------
Total other comprehensive income 42,005 21,019 33,906 27,025
----------- ----------- ----------- -----------
Comprehensive income (loss) $ 69,224 $ (13,489) $ 138,654 $ (222,672)
=========== =========== =========== ===========
Basic and diluted earnings
(losses) per common share $ 0.03 $ (0.04) $ 0.13 $ (0.39)
=========== =========== =========== ===========
Weighted average shares outstanding (basic
and diluted) 800,000 800,000 800,000 647,612
=========== =========== =========== ===========
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
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 104,748 $ (249,697)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 89,229 37,876
Provision for loan losses 84,000 73,000
Gain on sale of securities available-for-sale (20,557) --
Increase in interest receivable (56,107) (138,746)
Increase in interest payable 28,334 51,349
Other operating activities 32,220 5,124
------------ ------------
Net cash provided by (used in) operating activities 261,867 (221,094)
------------ ------------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (10,049,246) (5,986,327)
Proceeds from sales of securities available-for-sale 3,519,336 --
Proceeds from maturities of securities available-for-sale 1,111,402 --
Net increase in interest-bearing deposits in banks (198,000) --
Net (increase) decrease in Federal funds sold 2,868,612 (2,264,296)
Net increase in loans (6,434,838) (7,127,312)
Purchase of premises and equipment (32,738) (161,230)
------------ ------------
Net cash used in investing activities (9,215,472) (15,539,165)
------------ ------------
FINANCING ACTIVITIES
Net increase in deposits 8,866,017 8,335,206
Repayment of advances from organizers -- (291,600)
Proceeds from sale of common stock -- 982,090
------------ ------------
Net cash provided by financing activities 8,866,017 9,025,696
------------ ------------
Net decrease in cash and due from banks (87,588) (6,734,563)
Cash and due from banks, beginning of period 451,967 7,040,741
------------ ------------
Cash and due from banks, end of period $ 364,379 $ 306,178
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid (received) during period for:
Interest $ 623,417 $ 95,897
Income taxes (3,056) $ 4,200
NONCASH TRANSACTION
Net unrealized gains on securities available-for-sale $ (33,906) $ (27,025)
</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 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 nine month period ended September
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 SPAS 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 nine months ended September
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. During the
third quarter of 1998, the Company wrote off $54,182 of unamortized
organization costs 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 September 30, 1998, the liquidity ratio of the Bank, as
determined under guidelines established by regulatory authorities, was
satisfactory.
At September 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 25.53% 19.32% 4.00%
Risk-based capital ratios:
Core capital 47.56 36.18 4.00
Total capital 48.70 37.32 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>
September 30, December 31,
1998 1997 Increase (Decrease)
------------ ------------ ----------------------
(Dollars in Thousands) Amount Percent
-------------------------- ----------- ---------
<S> <C> <C> <C> <C>
Cash and due from banks $ 364 $ 452 $ (88) (19.47)%
Interest-bearing deposits in banks 198 - 198 -
Securities 12,469 6,997 5,472 78.20
Federal funds sold 1,862 4,730 (2,868) (60.63)
Loans, net 15,046 8,695 6,351 73.04
Premises and equipment 508 496 12 2.42
Other assets 237 265 (28) (10.57)
---------- ---------- ---------
$ 30,684 $ 21,635 $ 9,049 41.83
========== ========== =========
Deposits $ 22,674 $ 13,808 $ 8,866 64.21%
Other liabilities 179 135 44 32.59
Stockholders' equity 7,831 7,692 139 1.81
---------- ---------- ---------
$ 30,684 $ 21,635 $ 9,049 41.83
========== ========== =========
</TABLE>
As indicated in the above table, the Company's total assets grew at a rate of
41.83%. This high rate of growth is not uncommon for a de novo bank. Significant
deposit growth of 64.21% was invested in loans, securities, and interest-
bearing deposits in banks. The Company's loan to deposit ratio has increased
from 63.7% at December 31, 1997 to 67.17% at September 30, 1998. Loans grew at a
rate of 24.57% ($3.0 million) during the third quarter of 1998.
The Company is in process of negotiation to purchase an existing 24,000 square
foot building in downtown Carrollton, Georgia for its banking facilities at a
cost of approximately $1.6 million. The Company expects to incur an additional
$900,000 in renovation costs. The Company's plans are to sell its existing
facilities to a member of the Company's Board of Directors at fair market value.
The Company anticipates these transactions will close in the last quarter of
1998 with occupation of the new facilities occurring in the second quarter of
1999.
9
<PAGE>
Results of Operations For The Three Months Ended September 30, 1998 and 1997 and
for the Nine Months Ended September 30, 1998 and 1997
Following is a summary of the Company's operations for the periods indicated.
Three Months Ended
September 30,
-----------------------
1998 1997
---------- -----------
Increase
(Dollars in Thousands) (Decrease)
------------------------ ------------
Interest income $ 572 $ 273 $ 299
Interest expense 266 81 185
Net interest income 306 192 114
Provision for loan losses 30 27 3
Other income 58 41 17
Other expense 307 241 66
Net income (loss) 27 (35) 62
Nine Months Ended
September 30,
-----------------------
1998 1997
---------- -----------
Increase
(Dollars in Thousands) (Decrease)
------------------------ ------------
Interest income $ 1,511 $ 610 $ 901
Interest expense 652 147 505
Net interest income 859 463 396
Provision for loan losses 84 73 11
Other income 157 60 97
Other expense 828 700 128
Net income (loss) 104 (250) 354
10
<PAGE>
As indicated in the above table, the Company's net interest income has increased
by $114,000 and $396,000 for the three and nine month periods in 1998 as
compared to the same periods in 1997. The Company's net interest margin
decreased to 4.46% during the first nine 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 for the majority of the year.
The provision for loan losses increased by $3,000 and $11,000 for the three and
nine month periods in 1988 as compared to the same periods in 1997. The overall
increase is due primarily to loan growth. The Company's allowance for loan
losses amounted to 1.21% at September 30, 1998 as compared to 1.21% 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
September 30, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
September 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
September 30, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------
1998 1997
----------- -----------
(Dollars in Thousands)
---------------------------
<S> <C> <C>
Average amount of loans outstanding $ 11,639 $ 2,6650
=========== ==========
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 84 73
----------- -----------
Balance of allowance for loan losses at end of period $ 185 $ 73
=========== ==========
Ratio of net loans charged off during the period to
average loans outstanding --% --%
=========== ==========
</TABLE>
Other income has increased $17,000 and $97,000 during the third quarter and
first nine 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 $66,000 and $128,000 during the third quarter and first
nine months of 1998 as compared to the same periods in 1997. The most
significant changes occurred in salaries and employee benefits. The Company also
wrote off remaining organization costs of $54,182 in the third quarter (see Note
2).
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 (InterCept), 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. Management has
signed a contract with InterCept and is scheduled to convert its data processing
system in January of 1999. Management believes that the costs associated with
the conversion and continued monitoring of Year 2000 compliance 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 has developed contingency plans for its
mission-critical systems. In the event that compliance efforts are not
effective, there could be a material negative impact upon the Company's
liquidity, capital resources, and results of operations.
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 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.
PEOPLES BANCORP, INC.
(Registrant)
DATE: November 13, 1998 BY: /s/ Timothy I. Warren
----------------- ----------------------------------------
Timothy I. Warren, President and C.E.O.
(Principal Executive Officer)
DATE: November 13, 1998 BY: /s/ Elaine B. Lovvorn
----------------- ----------------------------------------
Elaine B. Lovvorn, Secretary and Treasurer
(Principal Financial and Accounting Officer)
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 364,379
<INT-BEARING-DEPOSITS> 198,000
<FED-FUNDS-SOLD> 1,861,712
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 12,469,454
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 15,230,531
<ALLOWANCE> 184,544
<TOTAL-ASSETS> 30,684,104
<DEPOSITS> 22,673,982
<SHORT-TERM> 0
<LIABILITIES-OTHER> 179,080
<LONG-TERM> 0
0
0
<COMMON> 8,000
<OTHER-SE> 7,823,042
<TOTAL-LIABILITIES-AND-EQUITY> 30,684,104
<INTEREST-LOAN> 904,085
<INTEREST-INVEST> 440,869
<INTEREST-OTHER> 166,443
<INTEREST-TOTAL> 1,511,397
<INTEREST-DEPOSIT> 651,751
<INTEREST-EXPENSE> 651,751
<INTEREST-INCOME-NET> 859,646
<LOAN-LOSSES> 84,000
<SECURITIES-GAINS> 20,557
<EXPENSE-OTHER> 828,284
<INCOME-PRETAX> 104,748
<INCOME-PRE-EXTRAORDINARY> 104,748
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 104,748
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
<YIELD-ACTUAL> 4.46
<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> 185,000
<ALLOWANCE-DOMESTIC> 185,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>