<PAGE> 1
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, 1999
--------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
COMMISSION FILE NUMBER: 333-19081
GBC Bancorp, Inc.
-------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-2265327
- ------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
165 NASH STREET, LAWRENCEVILLE, GEORGIA 30045
----------------------------------------------------------
(Address of principal executive offices)
(770) 995-0000
------------------------------------
(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, 1999: 950,080; $1 par value
Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X ]
<PAGE> 2
GBC BANCORP, INC. AND SUBSIDIARY
INDEX
-----
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET - JUNE 30, 1999........................................................ 3
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS) - THREE MONTHS ENDED JUNE 30, 1999 AND 1998
AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998...................................................... 4
CONSOLIDATED STATEMENTS OF CASH FLOWS - SIX
MONTHS ENDED JUNE 30, 1999 AND 1998.............................................................. 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> 3
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
GBC BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash and due from banks $ 1,429,358
Federal funds sold 3,960,000
Securities available-for-sale, at fair value 5,961,225
Loans 32,285,675
Less allowance for loan losses 489,521
-------------
Loans, net 31,796,154
Premises and equipment 558,949
Other assets 356,110
-------------
TOTAL ASSETS $ 44,061,796
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
DEPOSITS
Demand $ 5,992,493
Interest-bearing demand 6,819,358
Savings 3,329,599
Time 19,675,546
-------------
TOTAL DEPOSITS 35,816,996
Other liabilities 188,133
-------------
TOTAL LIABILITIES 36,005,129
-------------
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY
Common stock, par value $1; 3,000,000 shares authorized;
950,080 shares issued and outstanding 950,080
Capital surplus 8,526,827
Accumulated deficit (1,286,204)
Accumulated other comprehensive loss (134,036)
-------------
TOTAL STOCKHOLDERS' EQUITY 8,056,667
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 44,061,796
=============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE> 4
GBC BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED JUNE 30, 1999 AND 1998 AND
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------- ---------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $ 967,399 $ 413,212 $ 1,805,777 $ 601,711
Taxable securities 22,576 61,391 83,600 83,589
Federal funds sold 97,577 113,686 124,995 276,373
----------- ----------- ----------- -----------
TOTAL INTEREST INCOME 1,087,552 588,289 2,014,372 961,673
----------- ----------- ----------- -----------
INTEREST EXPENSE ON DEPOSITS 320,138 144,423 573,430 234,908
----------- ----------- ----------- -----------
NET INTEREST INCOME 767,414 443,866 1,440,942 726,765
PROVISION FOR LOAN LOSSES 52,075 89,254 124,421 167,686
----------- ----------- ----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 715,339 354,612 1,316,521 559,079
----------- ----------- ----------- -----------
OTHER OPERATING INCOME 18,079 4,479 34,431 8,290
----------- ----------- ----------- -----------
OTHER EXPENSES
Salaries and employee benefits 327,294 274,353 649,851 535,084
Equipment and occupancy expenses 126,457 88,726 280,153 140,990
Other operating expenses 160,012 104,806 272,952 201,456
----------- ----------- ----------- -----------
613,763 467,885 1,202,956 877,530
----------- ----------- ----------- -----------
NET INCOME (LOSS) BEFORE INCOME TAXES 119,655 (108,794) 147,996 (310,161)
INCOME TAX EXPENSE - - - -
----------- ----------- ----------- -----------
NET INCOME (LOSS) 119,655 (108,794) 147,996 (310,161)
----------- ----------- ----------- -----------
OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized gains (losses) on securities
available-for-sale arising during period (83,936) 1,111 (145,595) 1,111
----------- ----------- ----------- ----------
COMPREHENSIVE INCOME (LOSS) $ 35,719 $ (107,683) $ 2,401 $(309,050)
=========== =========== =========== =========
BASIC AND DILUTED EARNINGS (LOSSES) PER COMMON SHARE $ 0.13 $ (0.11) $ 0.16 $ (0.33)
=========== ========== =========== =========
WEIGHTED AVERAGE SHARES OUTSTANDING
(BASIC AND DILUTED) $ 950,080 $ 950,080 $ 950,080 $ 950,080
=========== ========== =========== =========
CASH DIVIDENDS PER SHARE OF COMMON STOCK $ - $ - $ - $ -
=========== ========== =========== =========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE> 5
GBC BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 147,996 $ (310,161)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 103,952 62,240
Provision for loan losses 124,421 167,686
Increase in interest receivable (50,263) (157,015)
Increase (decrease) in interest payable (60,234) 77,696
Other operating activities (23,599) 2,099
-------------- --------------
Net cash provided by (used in) operating activities 242,273 (157,455)
-------------- --------------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (5,598,300) (3,996,954)
Proceeds from maturities of securities available-for-sale 3,500,000 0
Net (increase) decrease in Federal funds sold (1,220,000) 3,860,000
Net increase in loans (7,853,395) (11,079,763)
Purchase of premises and equipment (50,735) (221,678)
-------------- --------------
Net cash used in investing activities (11,222,430) (11,438,395)
-------------- --------------
FINANCING ACTIVITIES
Net increase in deposits 10,809,469 11,653,226
-------------- --------------
Net cash provided by financing activities 10,809,469 11,653,226
-------------- --------------
Net increase (decrease) in cash and due from banks (170,688) 57,376
Cash and due from banks at beginning of period 1,600,046 959,117
-------------- --------------
Cash and due from banks at end of period $ 1,429,358 $ 1,016,493
============== ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest $ 633,666 $ 157,212
NONCASH TRANSACTION
Unrealized (gains) losses on securities available-for-sale $ 145,595 $ (1,111)
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE> 6
GBC BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. NATURE OF BUSINESS AND 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, 1999
are not necessarily indicative of the results to be expected for the
full year.
NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities".
The effective date of this statement has been deferred by SFAS No. 137
until fiscal years beginning after June 15, 2000. However, the
statement permits early adoption as of the beginning of any fiscal
quarter after its issuance. The Company expects to adopt this
statement effective January 1, 2001. SFAS No. 133 requires the Company
to recognize all derivatives as either assets or liabilities in the
balance sheet at fair value. For derivatives that are not designated
as hedges, the gain or loss must be recognized in earnings in the
period of change. For derivatives that are designated as hedges,
changes in the fair value of the hedged assets, liabilities, or firm
commitments must be recognized in earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings,
depending on the nature of the hedge. The ineffective portion of a
derivative's change in fair value must be recognized in earnings
immediately. Management does not believe the adoption of SFAS No. 133
will have a material effect on the Company's earnings or financial
position.
There are no other recent accounting pronouncements that have had, or
are expected to have, a material effect on the Company's financial
statements.
6
<PAGE> 7
GBC 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, Gwinnett
Banking Company (the "Bank"), during the periods included in the
accompanying consolidated financial statements.
FORWARD-LOOKING STATEMENTS
The Company may from time to time make written or oral forward-looking
statements, including statements contained in the Company's filings
with the Securities and Exchange Commission and its reports to
stockholders. Statements made, other than those concerning historical
information, should be considered forward-looking and subject to
various risks and uncertainties. Such forward-looking statements are
made based upon management's belief as well as assumptions made by,
and information currently available to, management pursuant to "safe
harbor" provisions of the Private Securities Litigation Reform Act of
1995. The Company's actual results may differ materially from the
results anticipated in forward-looking statements due to a variety of
factors, including governmental monetary and fiscal policies, deposit
levels, loan demand, loan collateral values, securities portfolio
values, interest rate risk management; the effects of competition in
the banking business from other commercial banks, thrifts, mortgage
banking firms, consumer finance companies, credit unions, securities
brokerage firms, insurance companies, money market funds and other
financial institutions operating in the Company's market area and
elsewhere, including institutions operating through the Internet,
changes in governmental regulation relating to the banking industry,
including regulations relating to branching and acquisitions, failure
of assumptions underlying the establishment of reserves for loan
losses, including the value of collateral underlying delinquent loans
and other factors. The Company cautions that such factors are not
exclusive. The Company does not undertake to update any
forward-looking statement that may be made from time to time by, or on
behalf of, the Company.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1999, the liquidity ratio of the Bank, as determined
under guidelines established by regulatory authorities, was
satisfactory.
7
<PAGE> 8
At June 30, 1999, 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:
<TABLE>
<CAPTION>
ACTUAL
-----------------------------
GBC GWINNETT
BANCORP, BANKING REGULATORY
INC. COMPANY REQUIREMENT
-------------- ------------- ---------------
<S> <C> <C> <C>
Leverage capital ratios 19.68% 18.94% 4.00%
Risk-based capital ratios:
Core capital 23.94 23.05 4.00
Total capital 19.68 18.94 8.00
</TABLE>
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> 9
FINANCIAL CONDITION
Following is a summary of the Company's balance sheets for the periods
indicated:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998 INCREASE (DECREASE)
---------- ------------ ----------------------------
(DOLLARS IN THOUSANDS) AMOUNT PERCENT
--------------------------- ------------ -----------
<S> <C> <C> <C> <C>
Cash and due from banks $ 1,429 $ 1,600 $ (171) (10.69) %
Federal funds sold 3,960 2,740 1,220 44.53
Securities 5,961 4,009 1,952 48.69
Loans, net 31,796 24,067 7,729 32.11
Premises and equipment 559 612 (53) (8.66)
Other assets 357 297 60 20.20
----------- ----------- -----------
$ 44,062 $ 33,325 $ 10,737 32.22
=========== =========== ===========
Deposits $ 35,817 $ 25,008 $ 10,809 43.22 %
Other liabilities 188 263 (75) (28.52)
Stockholders' equity 8,057 8,054 3 0.04
----------- ----------- -----------
$ 44,062 $ 33,325 $ 10,737 32.22
=========== =========== ===========
</TABLE>
As indicated in the above table, the Company's total assets grew at a rate of
32.22%. This high rate of growth is not uncommon for a de novo bank.
Significant deposit growth of $10,809,000 has been primarily invested in loans
and securities. Although the Company's loan to deposit ratio has decreased from
97.73% at December 31, 1998 to 90.14% at June 30, 1999, overall loan growth has
increased significantly, indicating continued strong loan demand and deposit
growth in the Company's primary market area of Gwinnett County, Georgia.
9
<PAGE> 10
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
AND FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
Following is a summary of the Company's operations for the periods indicated.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
---------------------------
1999 1998 INCREASE (DECREASE)
----------- ------------ ----------------------------
(DOLLARS IN THOUSANDS) AMOUNT PERCENT
--------------------------- ------------ -----------
<S> <C> <C> <C> <C>
Interest income $ 1,088 $ 588 $ 500 85.03 %
Interest expense 320 144 176 122.22
Net interest income 768 444 324 72.97
Provision for loan losses 52 89 (37) (41.57)
Other income 18 4 14 350.00
Other expense 614 468 146 31.20
Net income (loss) 120 (109) 229 (210.09)
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------------
1999 1998 INCREASE (DECREASE)
----------- ------------ ----------------------------
(DOLLARS IN THOUSANDS) AMOUNT PERCENT
--------------------------- ------------ -----------
<S> <C> <C> <C> <C>
Interest income $ 2,014 $ 962 $ 1,052 109.36 %
Interest expense 573 235 338 143.83
Net interest income 1,441 727 714 98.21
Provision for loan losses 124 168 (44) (26.19)
Other income 34 8 26 325.00
Other expense 1,203 877 326 37.17
Net income (loss) 148 (310) 458 (147.74)
</TABLE>
The Company's net interest income increased by $324,000 and $714,000 for the
second quarter and first six months of 1999 as compared to the same periods in
1998. The Company's net interest margin increased to 7.98% during the first six
months of 1999 as compared to 7.76% for the previous year. The increase in the
net interest margin is due primarily to the increased volume of average loans
and related loan fees.
The provision for loan losses decreased by $37,000 and $44,000 for the second
quarter and first six months of 1999 as compared to the same periods in 1998.
The decreases are due solely to a slower rate of loan growth. The Company's
allowance for loan losses amounted to 1.52% at June 30, 1999 as compared to
1.53% at December 31, 1998. 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.
10
<PAGE> 11
Information with respect to nonaccrual, past due and restructured loans at June
30, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
JUNE 30,
------------------------------------
1999 1998
------------------ ---------------
(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> 12
Information regarding certain loans and allowance for loan loss data through
June 30, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------------------------
1999 1998
--------------- ---------------
(DOLLARS IN THOUSANDS)
----------------------------------
<S> <C> <C>
Average amount of loans outstanding $ 28,130 $ 7,065
============== ==============
Balance of allowance for loan losses at beginning of period $ 373 $ 29
-------------- --------------
Loans charged off
Commercial and financial $ -- $ --
Real estate mortgage -- --
Instalment -- --
Other (8) --
-------------- --------------
(8) --
-------------- --------------
Loans recovered
Commercial and financial -- --
Real estate mortgage -- --
Instalment -- --
-------------- --------------
-- --
-------------- --------------
Net charge-offs (8) --
-------------- --------------
Additions to allowance charged to
operating expense during period 124 167
-------------- --------------
Balance of allowance for loan losses at end of period $ 489 $ 196
============== ==============
Ratio of net loans charged off during the period to
average loans outstanding (.03)% --
============== ==============
</TABLE>
Other income increased by $14,000 and $26,000 for the second quarter and first
six months of 1999 as compared to the same periods in 1998, primarily due to
service charges on deposit accounts and other miscellaneous fees.
Other expenses increased $146,000 and $326,000 for the second quarter and first
six months of 1999. Salaries and employee benefits have increased by $53,000
and $115,000 during these periods due to normal salary increases. Equipment and
occupancy expenses have increased by $38,000 and $139,000 during these periods
due to the occupation of new banking facilities in the latter part of 1998 and
the related rental and other occupation costs.
12
<PAGE> 13
The Company has recorded no provision for income taxes due to cumulative net
operating losses.
YEAR 2000 DISCLOSURES
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Systems that do not
properly recognize the Year 2000 could generate erroneous data or cause systems
to fail. The Company is heavily dependent on computer processing and
telecommunication systems in the daily conduct of business activities. In
addition, the Company must rely on intermediaries, vendors, and customers to
appropriately modify their systems in order that all may continue normal
operations and operate without significant disruption.
To address the Year 2000 problems, the Company formed a Year 2000 committee
made up of key employees headed up by the Chief Operations Officer. This
committee has been charged with the responsibility of assessing problems,
overseeing corrective actions, as well as testing the Year 2000 readiness of
all equipment, software, and applications.
Under the directions of the committee, the Company has conducted a
comprehensive review of its computer systems, programs, applications, and other
electronic components. The systems and components which were identified as
mission critical have been tested to insure Year 2000 compliance. In addition,
the Company has developed a contingency plan to insure Year 2000 risks are
minimal. Based on these reviews and tests, management does not believe the cost
of Year 2000 compliance will be material to the Company's financial statements.
Management also believes that the Company is in substantial compliance with
regulatory timetable requirements regarding the Year 2000 issue.
Another area of Year 2000 concern is customer awareness and preparedness. In
particular, loan customers who are not Year 2000 compliant could experience
business interruptions which could affect their ability to repay debts owed to
the Bank. The Company has communicated with its customers in an effort to
insure awareness and understand the potential impact on their business. Loan
customers considered to have Year 2000 exposure are being required to complete
a questionnaire in order to assess their Year 2000 readiness and the Company's
exposure.
The Company realizes that due to many factors, consumers may withdraw extra
amounts of money which could result in a liquidity issue for the Company.
Additional liquidity has been established to accommodate this issue. Cash
balances will be closely monitored throughout 1999, with extra emphasis placed
during the fourth quarter, to insure adequate liquidity.
The foregoing are forward-looking statements reflecting management's current
assessment and estimates with respect to the Company's Year 2000 compliance
efforts and the impact of Year 2000 issues on the Company's business and
operations. Various factors could cause actual plans and results to differ
materially from those contemplated by such assessments, estimates, and
forward-looking statements, many of which are beyond the control of the
Company. Some of these factors include, but are not limited to representations
made by the Company's vendors and counterparties, technological advances,
economic considerations, and consumer perceptions. The Company's Year 2000
compliance program is an ongoing process involving continual evaluation and may
be subject to change in response to new developments.
13
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27. Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K.
None.
14
<PAGE> 15
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.
GBC BANCORP, INC.
(Registrant)
<TABLE>
<S> <C>
DATE: August 12, 1999 BY: /s/ Larry D. Key
--------------- ----------------------------------------------
Larry D. Key, President and Chief Executive Officer
DATE: August 12, 1999 BY: /s/ John Hopkins
--------------- ----------------------------------------------
John Hopkins, Chief Financial Officer
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,429,358
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,960,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 5,961,225
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 32,285,675
<ALLOWANCE> 489,521
<TOTAL-ASSETS> 44,061,796
<DEPOSITS> 35,816,996
<SHORT-TERM> 0
<LIABILITIES-OTHER> 188,133
<LONG-TERM> 0
0
0
<COMMON> 950,980
<OTHER-SE> 7,106,587
<TOTAL-LIABILITIES-AND-EQUITY> 44,061,796
<INTEREST-LOAN> 1,805,777
<INTEREST-INVEST> 83,600
<INTEREST-OTHER> 124,995
<INTEREST-TOTAL> 2,014,372
<INTEREST-DEPOSIT> 573,430
<INTEREST-EXPENSE> 573,430
<INTEREST-INCOME-NET> 1,440,942
<LOAN-LOSSES> 124,421
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,202,956
<INCOME-PRETAX> 147,996
<INCOME-PRE-EXTRAORDINARY> 147,996
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 147,996
<EPS-BASIC> .16
<EPS-DILUTED> .16
<YIELD-ACTUAL> 7.98
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 373,000
<CHARGE-OFFS> 8,000
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 489,000
<ALLOWANCE-DOMESTIC> 489,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
