FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1999
Commission File No. 0-24793
CGB&L FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 37-1374123
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
229 East South Street, Cerro Gordo, Illinois 61818
(Address of principal executive offices and Zip Code)
(217) 763-2911
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 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 90 days.
Yes ___X___ No______
As of October 29, 1999, the registrant had outstanding 99,000 shares of
its $.01 par value common stock.
Transitional Small Business Disclosure Format (Check One): Yes/__/ No_X_/
Page 1 of 15 pages
<PAGE>
TABLE OF CONTENTS
Part I - FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements 3-7
Item 2. Management's Discussion and Analysis 8
Of Financial Condition and Results of Operations
Part II - OTHER INFORMATION
Item l. Legal Proceedings 12
Item 2. Change in Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Statements contained in the Form 10-QSB which are not historical facts are
forward-looking statements, as that term is described in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risk and uncertainties that could cause actual results to differ materially from
those projected. Such risks and uncertainties include potential changes in
interest rates, competitive factors in the financial services industry, general
economic conditions, the effect of new legislation and other risks detailed in
documents filed by the Company with the Securities and Exchange Commission from
time to time and in the Company's last filed Form 10KSB.
2
<PAGE>
CGB&L Financial Group, Inc.
Consolidated Balance Sheet
As of September 30 and March 31, 1999
<TABLE>
<CAPTION>
Sept. 30 March 31
1999 1999
---------------------------------
(unaudited)
<S> <C> <C>
Assets
Cash and Cash Equivalents $ 662,558 $ 775,314
Interest-bearing time deposits 792,000 891,000
Investment securities available for sale 192,192 211,827
Loans 6,254,749 5,422,973
Allowance for Loan losses (32,700) (32,700)
---------------------------------
Net Loans 6,222,049 5,390,273
Premises and equipment 17,199 16,193
Federal Home Loan Bank stock 55,100 55,100
Other assets 29,313 43,025
---------------------------------
Total Assets $ 7,970,411 $ 7,382,732
=================================
Liabilities
Interest-bearing deposits $ 5,291,613 $ 4,995,294
Long-term debt 900,000 600,000
Other liabilities 104,741 111,485
---------------------------------
Total liabilities 6,296,354 5,706,779
---------------------------------
Equity Received from Contributions to the ESOP 11,377 8,375
Stockholders' Equity
Preferred stock, $.01 par value
Authorized and unissued -- 100,000 shares
Common stock, $ .01 par value
Authorized-- 900,000 shares
Issued--99,000 shares 911 911
Paid in capital 619,193 619,193
Retained earnings 918,118 910,056
Accumulated comprehensive Income 124,458 137,418
------------ ------------
Total Stockholder's Equity 1,662,680 1,667,578
---------------------------------
Total liabilities and stockholders' equity $ 7,970,411 $ 7,382,732
=================================
</TABLE>
See note to consolidated financial statements.
3
<PAGE>
CGB&L Financial Group, Inc.
Consolidated Income Statements (Unaudited)
For the six months ended September 30, 1999 and 1998
<TABLE>
<CAPTION>
For the 6 months ended Sept. 30
1999 1998
---------------------------------
<S> <C> <C>
Interest Income
Loans receivable $ 269,520 $ 251,857
Investment securities 2,904 2,635
Deposits with financial institutions 41,281 28,953
---------------------------------
Total interest income 313,705 283,445
Interest Expense
Deposits 135,859 142,474
FHLB advances 20,865 19,398
---------------------------------
Total interest expense 156,724 161,872
---------------------------------
Net Interest Income 156,981 121,573
Provision for Loan Loss 0 0
---------------------------------
Net Interest Income After Provision for Loan Losses 156,981 121,573
---------------------------------
Noninterest Income 1,903 3,256
---------------------------------
Noninterest Expense
Salaries and Employee Benefits 81,153 68,611
Net occupancy and equipment expenses 3,979 2,679
Deposit Insurance Expense 1,491 1,626
Insurance expense 2,526 2,468
Other expenses 45,709 14,806
---------------------------------
Total noninterest expense 134,858 90,190
---------------------------------
Income Before Income Tax 24,026 34,639
Income tax expense 6,065 8,291
---------------------------------
Net Income $ 17,961 $ 26,348
=================================
Per share data:
Basic Weighted Average $ 0.20 N/A
Shares Outstanding 91,872 N/A
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
CGB&L Financial Group, Inc.
Consolidated Income Statements (Unaudited)
For the three months ended September 30, 1999 and 1998
<TABLE>
<CAPTION>
For the 3 months ended Sept. 30
1999 1998
---------------------------------
<S> <C> <C>
Interest Income
Loans receivable $ 149,452 $ 125,657
Investment securities 1,457 1,337
Deposits with financial institutions 18,897 13,656
---------------------------------
Total interest income 169,806 140,650
Interest Expense
Deposits 68,669 71,309
FHLB advances 11,219 9,752
---------------------------------
Total interest expense 79,888 81,061
---------------------------------
Net Interest Income 89,918 59,589
Provision for Loan Loss 0 0
---------------------------------
Net Interest Income After Provision for Loan Losses 89,918 59,589
---------------------------------
Noninterest Income 878 1,565
---------------------------------
Noninterest Expense
Salaries and Employee Benefits 35,813 33,632
Net occupancy and equipment expenses 2,448 1,359
Deposit Insurance Expense 724 800
Insurance expense 1,263 1,234
Other expenses 23,454 7,688
---------------------------------
Total noninterest expense 63,702 44,713
---------------------------------
Income Before Income Tax 27,094 16,441
Income tax expense 6,740 3,923
---------------------------------
Net Income $ 20,354 $ 12,518
=================================
Per share data:
Basic Weighted Average $ 0.22 N/A
Shares Outstanding 91,997 N/A
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
CGB&L Financial Group, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Six Months Ended
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Net Income $ 17,961 $ 26,348
Other comprehensive income, net of tax
Unrealized gain (loss) on securities:
Unrealized holding gain (loss) arising
during the period (12,960) 5,336
Less: Reclassification adjustment
for gains included in net income 0 0
------------ ------------
Other comprehensive income (loss) (12,960) 5,336
------------ ------------
Comprehensive income $ 5,001 $ 31,684
============ ============
</TABLE>
CGB&L Financial Group, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Net Income $ 20,354 $ 12,518
Other comprehensive income, net of tax
Unrealized gain (loss) on securities:
Unrealized holding gain (loss) arising
during the period (14,636) 6,251
Less: Reclassification adjustment
for gains included in net income 0 0
------------ ------------
Other comprehensive income (loss) (14,636) 6,251
------------ ------------
Comprehensive income (loss) $ 5,718 $ 18,769
============ ============
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
CGB&L Financial Group, Inc.
Consolidated Statement of Cash Flows
Six Months Ended September 30, 1999 (Unaudited)
<TABLE>
<CAPTION>
1999 1998
-------------------------------
<S> <C> <C>
Operating Activities
Net income $ 17,961 $ 26,348
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation 672 672
Allocation of ESOP shares 3,002 0
Net change in:
Other liabilities (68) 89,150
Other assets 13,712 12,866
-------------------------------
Net cash provided by operating activities 35,279 129,036
-------------------------------
Investing Activities
Net change in interest-bearing deposit 99,000 (202,000)
Net change in loans (831,776) (150,111)
Purchase of premises and equipment (1,678) (1,811)
Purchase of FHLB stock 0 (7,300)
-------------------------------
Net cash used by investing activities (734,454) (361,222)
-------------------------------
Financing Activities
Net change in deposits 296,319 (217,544)
Payment of Dividend (9,900) 0
Issuance of Common Stock 0 618,611
Net change in borrowed money 300,000
-------------------------------
Net cash provided by financing activities 586,419 401,067
-------------------------------
Net Change in Cash and Cash Equivalents (112,756) 168,881
Cash and Cash Equivalents, Beginning of Period 775,314 524,845
-------------------------------
Cash and Cash Equivalents, End of Period $ 662,558 $ 693,726
===============================
Additional Cash Flows Information
Interest paid $ 157,262 $ 162,162
Income tax paid $ 10,293 $ 8,291
</TABLE>
See notes to consolidated financial statements.
7
<PAGE>
Notes to Consolidated Financial Statements
1. BACKGROUND INFORMATION
CGB&L Financial Group, Inc. (the "Company") was incorporated on May 21,
1998 and on September 22, 1998 acquired all of the outstanding shares of
common stock of Cerro Gordo Building and Loan, s.b. of Cerro Gordo, (the
"Bank") upon the Bank's conversion from a state chartered mutual savings
bank to a state chartered savings bank. The Company purchased 100% of the
outstanding capital stock of the Bank using 50% of the net proceeds from
the Company's initial stock offering, which was completed on September 22,
1998. The Company sold 99,000 shares of common stock in the initial
offering at $10 per share, including 7,919 shares purchased by the Bank's
Employee Stock Ownership Plan ("ESOP"). The Bank acquired the ESOP shares
with proceeds from a Company loan totaling $79,190. The net proceeds of the
offering totaled $699,293: $990,000 less $290,707 in underwriting costs and
other conversion expenses.
The acquisition of the Bank by the Company was accounted for as a
"pooling-of-interests" under generally accepted accounting principles. The
application of the pooling-of-interests method records the assets and
liabilities of the merged companies on a historical cost basis with no
goodwill or other intangible assets being recorded.
2. STATEMENT OF INFORMATION FURNISHED
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Form 10-QSB instructions and item 310 (b) of
Regulations S-B. In the opinion of management these statements contain all
adjustments necessary to present fairly the financial position as of
September 1999 and March 1999, the results of operations for the six months
ended September 1999 and September 1998, the results of operations for the
three months ended September 1999 and September 1998, comprehensive income
and the cash flows for the six and three months ended September 1999 and
September 1998. All adjustments to the financial statements were normal and
recurring in nature. These results have been determined on the basis of
generally accepted accounting principles. The results of operations for the
six months and three months ended September 1999 are not necessarily
indicative of the results to be expected for the entire fiscal year.
The consolidated financial statements are those of the Company and the
Bank. These consolidated financial statements should be read in conjunction
with the audited financial statements and notes thereto included in the
Company's Annual Report to shareholders dated July 6, 1999.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
CGB&L Financial Group, Inc. (the "Company") is the holding company for Cerro
Gordo Building and Loan, s.b. (the "Bank"). Prior to the Company's acquisition
of the Bank on September 22, 1998, the Company had no material assets or
operations. Accordingly, the following information reflects management's
discussion and analysis of the financial condition and results of operations for
the Bank at and for the period prior to September 22, 1998 and the Company and
its subsidiary thereafter.
8
<PAGE>
FINANCIAL CONDITION
Total assets increased $587,679 from March 31, 1999 to September 30, 1999 or
8.0% for the semi-annual period. This increase was attributable primarily to
increases in the loan portfolio offset by a decrease in cash and cash
equivalents, interest bearing time deposits, investment securities and other
assets. Net loans increased $831,776, cash and cash equivalents decreased
$112,756, interest-bearing deposits decreased $99,000, investment securities
decreased $19,635 and other assets decreased $13,712.
The increase in net loans from March 31, 1999 to September 30, 1999 was the
result of increase in one-to-four family residential mortgage loans. This growth
was the result of management's continued emphasis on the Bank's loan portfolio.
The Company experienced an increase in total deposits from March 31, 1999 to
September 30, 1999 of $296,319 or 5.9%. Borrowings at Federal Home Loan Bank of
Chicago (FHLB) increased $300,000 and other liabilities decreased $6,743.
Total stockholders' equity decreased $4,898 from March 31, 1999 to September 30,
1999; the decrease summarized as follows:
Stockholder's equity, March 31, 1999.......................... $ 1,667,578
Net Income (Loss)............................................. 17,961
Decrease in unrealized gain on securities available for sale.. (12,960)
Dividends Paid................................................ (9,900)
------------
Stockholders' equity, September 30, 1999...................... $ 1,662,679
===========
RESULTS OF OPERATIONS
SIX MONTHS COMPARISON
Net income was $8,387 less in the six months ended September 30, 1999 compared
to the same period in 1998, due to an increase in employee compensation and
expenses related to being a public company offset by an increase in net interest
income.
Net interest income was $35,408 higher in the six months ended September 30,
1999 compared to the same period in 1998. Interest income was $30,260 higher,
primarily due to a higher average balance of deposits with financial
institutions and increases in the mortgage loan portfolio. Interest expense
decreased by $5,148 in the period ended September 30, 1999 compared to the
period ended September 30, 1998.
The provision for loan losses remained stable for the first six months in 1999
compared to the same period in 1998. Management of the Bank believes that the
allowance for loan losses is sufficient based on information currently
available. No assurances can be made that future events or conditions or
regulatory directives will not result in increased provisions for loan losses or
additions to the Bank's allowance for loan losses which may adversely affect net
income.
Noninterest expense was $44,668 higher in the six months ended September 30,
1999 compared to the same period in 1998. This was primarily attributable to
additional expenses related to being a public company and an increase in
employee compensation.
Income tax expense was $10,613 less in the six months ended September 30, 1999
compared to the same period in 1998 due to a decrease in net income for the six
months ended September 30, 1999. The effective tax rate is estimated to be 25.2%
in 1999 compared to 23.9% in 1998.
9
<PAGE>
THREE MONTHS COMPARISON
Net income was $7,836 more in the three months ended September 30, 1999 compared
to the same period in 1998, due to an increase of net interest income offset by
noninterest expenses related to being a public company.
Net interest income was $30,329 higher in the three months ended September 30,
1999 compared to the same period in 1998. Interest income $29,156 higher due to
a higher average balance of deposits with financial institutions and increases
in the mortgage loan portfolio. Interest expense decreased $1,173 in the period
ended September 30, 1999 compared to the period ended September 30, 1998.
Noninterest expense was $18,989 higher in the three months ended September 30,
1999 compared to the same period in 1998 primarily due to additional expenses
related to being a public company.
Income tax expense was $2,817 more in the three months ended September 30, 1999
compared to the same period in 1998 due to an increase in net income for the
three month period ended September 30, 1999. The effective tax rate is estimated
to be 24.9.0% in 1999 compared to 23.9% in 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Bank's primary sources of funds are deposits, principal and interest
payments on loans and FHLB advances. While maturities and scheduled
amortizations of loans are predictable sources of funds, deposit flows and
mortgage prepayments are greatly influenced by general interest rates, economic
conditions, and competition. The Federal Deposit Insurance Corporation ("FDIC"),
the Company's and the Bank's primary regulator, requires the Bank to maintain
minimum levels of liquid assets. Currently, the required ratio is 5%. The Bank's
liquidity ratios were 20.71% and 29.63% at September 30, 1999 and March 31,
1999, respectively, well above the required minimum.
A review of the Consolidated Statement of Cash Flows included in the
accompanying financial statement shows that the Company's cash and cash
equivalents ("cash") increased $112,756 from March 31, 1999 to September 30,
1999. Cash and cash equivalent increased $168,881 from March 31, 1998 to
September 30, 1998. During the first six months of fiscal 1999, net income,
interest-bearing deposits, deposits and FHLB borrowings primarily provided cash.
During the six months of fiscal 1998, the issuance of common stock and net
income provided cash. Cash was primarily used in 1999 to fund mortgage loans and
in 1998 to fund loans, invest in interest bearing time deposits and for deposit
withdrawals.
As of September 30, 1999, the Bank had outstanding commitments (including
undisbursed loan proceeds) of $552,431. The bank anticipates that it will have
sufficient funds available to meet its current loan origination commitments.
Certificates of deposit, which are scheduled to mature in one year or less from
September 30, 1999, total $2.5 million. Based upon the Bank's experience,
management believes that a significant portion of such deposits will remain with
the Bank.
Federally insured state-chartered banks are required to maintain minimum levels
of regulatory capital. Under current FDIC regulations, insured state-chartered
banks generally must maintain ( I) a ratio of Tier 1 leverage capital to total
assets of at least 3.0% (4.0% to 5.0% for all but the most highly rated banks)
and (II) ratio of Tier 1 capital to risk weighted assets of at least 4.0% and a
ratio of total capital risk weighted assets of at least 8.0%. At September 30,
1999, the Bank was in compliance with applicable regulatory capital requirements
as follows:
Tier 1 Capital to Risk Weighted Assets 32.49%
Tier 1 Capital to Total Assets 15.50%
Risk Based Capital to Risk Weighted Assets 33.42%
10
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." This
Statement requires companies to record derivatives on the balance sheet at their
fair value. Statement No. 133 also acknowledges that the method of recording a
gain or loss depends on the use of the derivative.
The New Statement applies to all entities. If hedge accounting is elected by the
entity, the method of assessing the effectiveness of the hedging derivative and
the measurement approach of determining the hedge's ineffectiveness must be
established at the inception of the hedge.
Statement No. 133 amends Statement No. 52 and supercedes Statements No. 80, 105,
and 119. Statement No. 107 is amended to include the disclosure provisions about
the concentrations of credit risk from Statement No. 105. Several Emerging
issues Task Force consensuses's are also changed or modified by the provisions
of Statement No. 133.
Statement No. 137 deferred the effective date of Statement No. 133 to all fiscal
years beginning after June 15, 2000. The Statement may not be applied
retroactively to financial statements of prior periods. The Statement's adoption
will have no material impact on the Corporation's financial condition or result
of operations.
Also in 1998, the FASB issued Statement No. 134 "Accounting for Mortgage-Backed
Securities Retained after the Securitization of Mortgage Loans Held for Sale by
a Mortgage Banking Enterprise." This statement establishes accounting standards
for certain activities of mortgage banking enterprises and for other enterprises
with similar mortgage operations. This Statement amends SFAS No. 65 which as
previously amended by SFAS Nos. 115 and 125, required a mortgage banking
enterprise to classify a mortgage-backed security as a trading security
following the securitization of the mortgage loan held for sale. This Statement
further amends SFAS No. 65 to require that after the securitization of mortgage
loans held for sale, an entity engaged in mortgage banking activities must
classify the resulting mortgage-backed security or other retained interests
based on the entity's ability and intent to sell or hold those investments.
The determination of the appropriate classification for securities retained
after the securitization of mortgage loans by a mortgage banking enterprise now
conforms to SFAS No. 115. The only new requirement is that if an entity has a
sales commitment in place, the security must be classified into trading. This
Statement is effective for the first fiscal quarter beginning after December 15,
1998. The Statement's adoption had no impact on the bank's financial condition
and results of operations.
YEAR 2000 COMPLIANCE
The Bank has completed all Phases of its Year 2000 preparedness assessment. The
Bank has adopted a detailed business resumption contingency plan. During the
initial phase, the Bank identified those computer applications used to process
information within the Bank including accounting software used for loans and
deposits. Each of the companies providing these software programs has assured
the Bank in writing that its programs are Year 2000 compliant. In addition, the
Bank has contacted its principal external vendors and asked for assurance that
they are adequately addressing system and software issues related to year 2000.
Each vendor responded that they are Year 2000 ready. The Bank has also completed
a review of its loan portfolio and determined that the Bank has no significant
loss exposure in the event a borrower's business is interrupted as a result of a
Year 2000 compliance problem. The Bank has completed testing of all mission
critical systems. The Bank has taken steps to educate the public about their
year 2000 preparedness. The Bank has incurred costs of less than $1,000 to date
with respect to the Year 2000 and based on the results of its assessment does
not anticipate that the costs to implementing its Year 2000 plans will be
material. Although the Bank believes it is taking the necessary actions to
address Year 2000, no assurances can be given that some problems will not occur.
11
<PAGE>
Part II. Other information
Item l. Legal Proceedings
Not applicable
Item 2. Changes in Securities and Use of Proceeds
Not applicable
Item 3. Defaults Upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
On August 11, 1999 the Company held its Annual Meeting of Stockholders
at which the Following matters were voted on:
Proposal I - Election of Directors
Nominee For Against Withheld
------- --- ------- --------
Crandall 90,990 N/A 1,025
York 90,990 N/A 1,025
There were no abstentions or broker non votes.
The terms of office of Directors Sochor, Buckley, Born, Heckman and
Gaitros continued after the Annual Meeting.
Proposal II - Approval of the Company's 1999 Stock Option and
Incentive Plan
For Against Withheld Broker Non Vote
--- ------- -------- ---------------
84,729 6,600 25 661
Proposal III - Approval of the Company's Management Development and
Recognition Plan and Trust Agreement
For Against Withheld Broker Non Vote
--- ------- -------- ---------------
87,779 3,525 50 661
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
The following exhibits are filed as part of this report:
11.0 Computation of earnings per share
27. Financial Data Schedule
b. Report on Form 10-Q
none
- ----------
*Incorporated herein by reference from the Appendix to the Company Proxy filed
June 29, 1999.
12
<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.
Dated: November 15, 1999 By: /s/ Maralyn F. Heckman
(Authorized Signor)
President (Principal Executive Officer)
and Treasurer (Chief Financial Officer)
13
Exhibit 11.0 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
For the Six Months and Three Months Ended September 30, 1999
(UNAUDITED)
Statement regarding computation of earnings per share for the six months ended
September 30, 1999.
Income Weighted Average Shares Per-Share Amount
--------------------------------------------------------------
Net Income 17,961 91,872 $0.20
------ ------ -----
Statement regarding computation of earnings per share for the three months ended
September 30, 1999.
Income Weighted Average Shares Per-Share Amount
--------------------------------------------------------------
Net Income 20,354 91,997 $0.22
------ ------ -----
Note: Basic earnings per share are computed based upon the weighted average
common shares outstanding for periods subsequent to the Building and Loan's
conversion to a stock savings bank on September 22, 1998. Earnings per share for
1999 are not meaningful.
14
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEC FORM
10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> SEP-30-1999
<CASH> 662,558
<INT-BEARING-DEPOSITS> 792,000
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 192,192
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 6,254,749
<ALLOWANCE> 32,700
<TOTAL-ASSETS> 7,970,411
<DEPOSITS> 5,291,613
<SHORT-TERM> 0
<LIABILITIES-OTHER> 104,742
<LONG-TERM> 900,000
0
0
<COMMON> 911
<OTHER-SE> 1,661,769
<TOTAL-LIABILITIES-AND-EQUITY> 7,970,411
<INTEREST-LOAN> 269,520
<INTEREST-INVEST> 2,904
<INTEREST-OTHER> 41,281
<INTEREST-TOTAL> 313,705
<INTEREST-DEPOSIT> 135,859
<INTEREST-EXPENSE> 156,724
<INTEREST-INCOME-NET> 156,981
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 134,858
<INCOME-PRETAX> 24,026
<INCOME-PRE-EXTRAORDINARY> 24,026
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,961
<EPS-BASIC> .20
<EPS-DILUTED> 0
<YIELD-ACTUAL> 7.74
<LOANS-NON> 0
<LOANS-PAST> 99,155
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 32,700
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 32,700
<ALLOWANCE-DOMESTIC> 32,700
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
