<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, 1999
----------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission File Number: 000-25227
Capitol City Bancshares, Inc.
-------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-1994305
- ---------------------------- ----------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
562 Lee Street, S.W., Atlanta, Georgia 30311
-------------------------------------------------------------
(Address of principal executive offices)
(404) 752-6067
----------------------------------------
(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: 532,088.
Transitional Small Business Disclosure Format (Check One) Yes ____ No X
----
<PAGE>
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information
---------------------
Item 1. Consolidated Financial Statements (unaudited)
Consolidated Balance Sheet
as of June 30, 1999..................................... 3
Consolidated Statements of Income and
Comprehensive Income for the Three and Six
Months Ended June 30, 1999 and 1998..................... 4
Consolidated Statements of Cash Flows For The
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........................... 7-12
Part II Other Information
-----------------
Item 4. Submission of Matters to a Vote of Security Holders........... 13
Item 6. Exhibits and Reports on Form 8-K.............................. 13
Signatures............................................................. 14
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
CAPITOL CITY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(Unaudited)
<TABLE>
<S> <C>
Assets
------
Cash and due from banks $ 5,305,898
Federal funds sold 1,750,000
Securities available-for-sale, at fair value 17,700,175
Loans 28,302,470
Less allowance for loan losses 262,402
-----------
Loans, net 28,040,068
-----------
Premises and equipment 2,576,353
Other assets 689,590
-----------
Total assets $56,062,084
===========
Liabilities and Stockholders' Equity
------------------------------------
Deposits
Demand $20,713,472
Interest-bearing demand 1,408,819
Savings 3,505,403
Time 24,189,912
-----------
Total deposits 49,817,606
Note payable 90,475
Other liabilities 186,958
-----------
Total liabilities 50,095,039
-----------
Commitments and contingent liabilities
Stockholders' equity
Common stock, par value $6; 5,000,000 shares authorized;
532,088 shares issued and outstanding 3,192,528
Capital surplus 2,128,352
Retained earnings 909,217
Accumulated other comprehensive losses (263,052)
-----------
Total stockholders' equity 5,967,045
-----------
Total liabilities and stockholders' equity $56,062,084
===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
CAPITOL CITY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
---------------------------------------------
1999 1998
------------------- --------------------
<S> <C> <C>
Interest income
Loans $ 695,222 $ 503,000
Taxable securities 248,975 231,000
Federal funds sold 28,529 52,000
------------------- --------------------
Total interest income 972,726 786,000
Interest expense 374,966 290,000
------------------- --------------------
Net interest income 597,760 496,000
Provision for loan losses 45,000 40,000
------------------- --------------------
Net interest income after provision for loan losses 552,760 456,000
------------------- --------------------
Other income
Service charges on deposit accounts 284,548 250,000
Other operating income 30,915 46,000
------------------- --------------------
Total other income 315,463 296,000
------------------- --------------------
Other expenses
Salaries and employee benefits 318,857 259,000
Occupancy and equipment expenses 78,831 46,000
Other operating expenses 267,011 216,000
------------------- --------------------
Total other expenses 664,699 521,000
------------------- --------------------
Net income before income taxes 203,524 231,000
Income tax expense 23,622 78,540
------------------- --------------------
Net income 179,902 152,460
------------------- --------------------
Other comprehensive income (loss)
Unrealized gains (losses) on securities available-for-sale
arising during period, net of tax (266,326) (43,521)
------------------- --------------------
Other comprehensive income (loss) (266,326) (43,521)
------------------- --------------------
Comprehensive income (loss) $ (86,424) $ 108,939
=================== ====================
Basic and diluted income per common share $ 0.34 $ 0.29
=================== ====================
Weighted average shares outstanding (basic and diluted) 532,088 532,088
=================== ====================
Cash dividends per share of common stock $ - $ -
=================== ====================
<CAPTION>
Six Months Ended
June 30,
--------------------------------------------
1999 1998
-------------------- -------------------
<S> <C> <C>
Interest income
Loans $ 1,289,008 $ 942,000
Taxable securities 509,665 464,000
Federal funds sold 69,543 93,000
------------------- -------------------
Total interest income 1,868,216 1,499,000
Interest expense 725,176 560,000
------------------- -------------------
Net interest income 1,143,040 939,000
Provision for loan losses 60,000 65,000
------------------- -------------------
Net interest income after provision for loan losses 1,083,040 874,000
------------------- -------------------
Other income
Service charges on deposit accounts 543,764 460,000
Other operating income 63,904 101,000
------------------- -------------------
Total other income 607,668 561,000
------------------- -------------------
Other expenses
Salaries and employee benefits 637,983 525,000
Occupancy and equipment expenses 163,040 106,000
Other operating expenses 558,431 395,000
------------------- -------------------
Total other expenses 1,359,454 1,026,000
------------------- -------------------
Net income before income taxes 331,254 409,000
Income tax expense 47,485 111,000
------------------- -------------------
Net income 283,769 298,000
------------------- -------------------
Other comprehensive income (loss)
Unrealized gains (losses) on securities available-for-sale
arising during period, net of tax (365,637) 20,189
------------------- -------------------
Other comprehensive income (loss) (365,637) 20,189
------------------- -------------------
Comprehensive income (loss) $ (81,868) $ 318,189
=================== ===================
Basic and diluted income per common share $ 0.53 $ 0.56
=================== ===================
Weighted average shares outstanding (basic and diluted) 532,088 532,088
=================== ===================
Cash dividends per share of common stock $ - $ -
=================== ===================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
CAPITOL CITY BANCSHARES, 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 $ 283,769 $ 298,000
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 90,303 65,000
Provision for loan losses 60,000 65,000
Other operating activities (149,610) (69,077)
------------ ------------
Net cash provided by operating activities 284,462 358,923
------------ ------------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (5,572,549) (2,563,000)
Proceeds from maturities of securities available-for-sale 5,055,257 -
Net (increase) decrease in Federal funds sold 1,576,000 (2,007,000)
Net increase in loans (6,454,876) (3,216,000)
Purchase of premises and equipment (183,532) (222,000)
------------ ------------
Net cash used in investing activities (5,579,700) (8,008,000)
------------ ------------
FINANCING ACTIVITIES
Net increase in deposits 8,464,917 6,956,000
------------ ------------
Net cash provided by financing activities 8,464,917 6,956,000
------------ ------------
Net increase (decrease) in cash and due from banks 3,169,679 (693,077)
Cash and due from banks, beginning of period 2,136,219 1,914,077
------------ ------------
Cash and due from banks, end of period $ 5,305,898 $ 1,221,000
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
CAPITOL CITY BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONDENSED 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
periods.
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 has not yet determined what effect
the adoption of SFAS No. 133 will have 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>
CAPITOL CITY BANKSHARES, INC. AND SUBSIDIARY
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This quarterly report contains certain forward-looking statements which are
based on certain assumptions and describe future plans, strategies, and our
expectations. These forward-looking statements are generally identified by use
of the words "believe," "expect," "intend," "anticipate," "estimate," "project,"
or similar expressions. Our ability to predict results or the actual effect of
future plans or strategies is inherently uncertain. Factors which could have a
material adverse effect on our operations include, but are not limited to,
changes in interest rates, general economic conditions, legislation and
regulation, monetary and fiscal policies of the U.S. Government, including
policies of the U.S. Treasury and the Federal Reserve Board, the quality or
composition of our loan or investment portfolios, demand for loan products,
deposit flows, competition, demand for financial services in our market area,
and accounting principles and guidelines. You should consider these risks and
uncertainties in evaluating forward-looking statements and should not place
undue reliance on such statements. We will not publicly release the result of
any revisions which may be made to any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying consolidated financial
statements.
FINANCIAL CONDITION
Total assets have increased from $47.8 million to $56.1 million, or 17.2% for
the six months ended June 30, 1999. The increase in total assets during this
period is slightly less than the 20.4% growth for the same period in 1998. The
growth in both years was funded primarily by increases in total deposits of $8.5
million and $7.0 million, respectively. The increase in total assets for the
six months ended June 30, 1999 consisted primarily of an increase of $3.2
million in cash and due from banks, and an increase of $6.4 million in gross
loans. The loan to deposit ratio at June 30, 1999 was 57% compared to 51% at
June 30, 1998.
Total equity decreased during the six months ended June 30, 1999 by $82,000.
The net decrease consists of net income for the period of $284,000 less
unrealized losses recognized on securities available-for-sale totaling $366,000.
The decrease in the value of the securities portfolio reflects the change in the
bond market in 1999.
7
<PAGE>
LIQUIDITY
Liquidity management involves the matching of the cash flow requirements of
customer withdrawals of funds and the funding of loan originations, and the
ability of the Company's subsidiary bank to meet those requirements. Management
monitors and maintains appropriate levels of liquidity so that maturities of
assets and deposit growth are such that adequate funds are provided to meet
estimated customer withdrawals and loan requests.
At June 30, 1999, the Bank's liquidity was more than adequate in relation to
regulatory guidelines and internal target ratios. The liquidity ratio was 37%
at June 30, 1999.
REGULATORY CAPITAL REQUIREMENTS
Banking regulations require the Company and Bank to maintain minimum capital
levels in relation to assets. At June 30, 1999, the Company's capital ratios
were considered adequate based on regulatory minimum capital requirements. The
minimum capital requirements and the actual capital ratios for the Company at
June 30, 1999 are as follows:
Regulatory
Actual Requirement
Leverage Capital Ratio 11.58% 4.00%
Risk-Based Capital Ratios
Core Capital 17.09% 4.00%
Total Capital 17.81% 8.00%
Management is not aware of any other current recommendations by the regulatory
authorities, events or trends, which, if they were to be implemented, would have
a material effect on the Company's liquidity, capital resources, or operations.
RESULTS OF OPERATIONS
Net Interest Income. Net interest income increased by $102,000 and $204,000 for
the quarter and six month period ended June 30, 1999, respectively, compared to
the same period in 1998. The increase in net interest income for both periods
ended June 30, 1999 is attributable to an increase in earning assets of
$7,567,000 as compared to June 30, 1998. During this same period, total
deposits increased by $12,719,000, of which $6,657,000 of the increase was
noninterest-bearing deposits. The increase in net interest income is based on
the spread between rates earned on interest earning assets and rates paid on
interest bearing liabilities.
The net interest margin was 4.84% and 5.20% at June 30, 1999 and December 31,
1998, respectively.
8
<PAGE>
Provision for Loan Losses. The provision for loan losses is based on
management's evaluation of the economic environment, the history of charged off
loans and recoveries, size and composition of the loan portfolio, nonperforming
and past due loans, and other aspects of the loan portfolio. Management reviews
the allowance for loan loss on a quarterly basis and makes provisions as
necessary. A provision of $60,000 was made during the six month period ending
June 30, 1999 based upon this evaluation process. The allowance for loan loss
as a percentage of total loans was 0.93% at June 30, 1999 compared to 1.36% at
December 31, 1998. Management believes the allowance for loan loss at June 30,
1999 is adequate to meet any potential losses in the loan portfolio.
At June 30, 1999 and December 31, 1998, nonaccrual, past due, and restructured
loans were as follows:
June 30, December 31,
1999 1998
-------- --------
(Dollars in thousands)
Total nonaccruing loans $ 6 $ 56
Loans contractually past due ninety days
or more as to interest or principal
payments and still accruing 10 9
Restructured loans - -
It is the policy of the Company 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. Accrual of interest on such loans is resumed when, in
management's judgment, the collection of interest and principal becomes
probable.
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.
9
<PAGE>
Information regarding the 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 $ 24,606 $ 17,428
====================== ====================
Balance of allowance for loan losses at beginning of period $ 300 $ 271
---------------------- --------------------
Loans charged off
Commercial and financial (9) -
Real estate (10) -
Installment (130) (100)
---------------------- --------------------
(149) (100)
---------------------- --------------------
Loans recovered
Commercial and financial 5 1
Real estate - -
Installment 46 47
---------------------- --------------------
51 48
---------------------- --------------------
Net (charge-offs) recoveries (98) (52)
---------------------- --------------------
Additions to allowance charged to operating expense during period 60 65
---------------------- --------------------
Balance of allowance for loan losses at end of period 262 284
====================== ====================
Ratio of net loans charged-off during the
period to average loans outstanding .40% .30%
====================== ====================
</TABLE>
Other Income. Other income increased by $19,000 and $47,000 for the quarter and
six months ended June 30, 1999, respectively, compared to the same period in
1998. The single most significant difference was an increase in service charges
on deposit accounts of $84,000 for the six month period.
Other Expenses. Other expenses increased by $144,000, or 27.6% for the three
months ended June 30, 1999 as compared to the same period in 1998. The most
significant increases in 1999 are increases of $60,000 in salaries and employee
benefits and an increase of $51,000 in other operating expenses. The increase
in salaries and employee benefits represents normal increases in salaries and
the staffing of an additional branch opened December 1998. At June 30, 1999,
the number of full-time equivalent employees was 41 compared to 28 at June 30,
1998. The increase in salaries and employee benefits for the six months ended
June 30, 1998 was $113,000.
10
<PAGE>
Other operating expenses increased by $163,000 for the six months ended June 30,
1999 to $558,000. Included in other operating expenses was $33,000 of expenses
incurred at the holding company. The majority of this amount, or $32,000,
represents the immediate write-off of organization costs in accordance with the
new accounting statement of position 98-5. Prior to the adoption of SOP 98-5,
this amount would have been written off over 60 months. There were no other
significant increases in individual amounts as compared to the same period in
1998. The two largest items included in other operating expenses are EDP
expenses and security expenses totaling $64,000 and $60,000, respectively.
Other increases were directly related to the growth in loans and deposits.
Net Income. Net income decreased by $14,000 for the six months ended June 30,
1999 as compared to the same period in 1998. As discussed earlier, the primary
variance over 1998 is the adoption of SOP 98-5 and the increase in personnel
expenses.
Year 2000 Disclosures
In accordance with sound management policy and directives from various
regulatory agencies, the Company began the Year 2000 review of hardware and
software in 1997. The review included not only computer and information systems
but heating, air conditioning, alarms, vaults, elevators and other office
equipment, and was completed in 1998. The Company engaged Malgeri and
Associates of Marietta, Georgia to develop a plan to be Year 2000 compliant.
The plan identifies items that were not Year 2000 compliant and categorized
items as either mission critical or not mission critical. All mission critical
items that were noncompliant were slated for upgrade or replacement.
Mission critical items are those that allow us to process deposits and
withdrawals to deposit accounts and payments or draws to loan accounts, and the
ability to maintain accurate customer account information. Items that are not
mission critical do not affect customer accounts or are easily replaced with
less technical items.
Upon the conclusion of this review, it was determined that the loan program
software, teller software, item processing equipment and software would need
replacement and that the Bank's core system, "Caption," provided by Intercept
would need upgrading. The "Caption" system has been upgraded by Intercept
installing PC Bank Pac, a Y2K compliant system. The item processing equipment
was replaced in June 1999 with Year 2000 compliant hardware and software. To
interface with the Intercept system, a Windows NT Network was installed, a loan
software program, "CoPilot" was installed, and a new teller system was installed
in August 1998.
A testing phase on the PC Bank Pac system has been substantially completed. The
Company participated in User Group Proxy testing. The Company and independent
third parties have reviewed the results of these tests and have not identified
any areas of significant concern.
The Company has contacted and remains in discussions with suppliers, large loan
customers, and large depositors regarding their Year 2000 readiness. Management
does not currently expect any Year 2000 issue to have a material impact on the
condition of the Company.
11
<PAGE>
Through December 31, 1998, the Company had incurred approximately $225,000 in
costs related to the Year 2000 issue. The majority of this cost was spent
replacing hardware and software and consulting fees. The old equipment was sold
or written off and the resulting effect of the change in depreciation is not
material. This equipment would have been replaced in the normal course of
business regardless of the Year 2000 issue. Other items were directly expensed
and did not have a material impact on the financial condition of the Company.
The Company has budgeted for an additional $100,000 in costs to complete the
Company's Year 2000 Project, primarily the replacement of the proof machine in
June 1999.
In the normal course of business, the Company manages many types of risks.
Because the risks associated with the Year 2000 issue are unique, the Company
has adjusted its risk management process and its contingency plans to consider
the most probable Year 2000 effects. Although it is not possible to predict
what failures may occur, the Company believes that planning, communication, and
coordination will mitigate potential material disruption.
A formal contingency plan has been completed including backup plans for all
mission critical systems. This includes emergency response teams and offsite
recovery centers. Testing and training are ongoing.
12
<PAGE>
PART II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders of Capitol City Bancshares,
Inc. was held on June 23, 1999. A total of 283,885 of the shares
issued and outstanding registered for the meeting either in person or
by proxy. The stockholders voted and approved the election of
directors. The results of the election were as follows:
Directors For Against Abstained
--------- --- ------- ---------
George G. Andrews 283,885 - -
Dr. Gloria Campbell-D'Hue 283,885 - -
J. Al Cochran 283,885 - -
Keith E. Evans 283,885 - -
Leon Goodrum 283,885 - -
Agnes H. Harper 283,885 - -
Charles W. Harrison 283,885 - -
Robert A. Holmes 283,885 - -
Moses M. Jones 283,885 - -
Marian S. Jordan 283,885 - -
Kaneta R. Lott 283,885 - -
Donald F. Marshall 283,885 - -
George C. Miller, Jr. 283,885 - -
Elvin Mitchell, Sr. 283,885 - -
Sarah S. Sistrunk 283,885 - -
Roy W. Sweat 283,885 - -
William Thomas 283,885 - -
Cordy T. Vivian 283,885 - -
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
27. Financial Data Schedule.
(b) Reports on Form 8-K.
None.
13
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CAPITOL CITY BANCSHARES, INC.
(Registrant)
---------------------------
Date: August 13, 1999 /s/ George G. Andrews
----------------- ------------------------------------
George G. Andrews
President and Director
Date: August 13, 1999 /s/ Kevin M. Sharpe
----------------- ------------------------------------
Kevin M. Sharpe
Vice President and
Chief Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30,
1999 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 5,306
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 1,750
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 17,700
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 28,302
<ALLOWANCE> 262
<TOTAL-ASSETS> 56,062
<DEPOSITS> 49,818
<SHORT-TERM> 90
<LIABILITIES-OTHER> 187
<LONG-TERM> 0
0
0
<COMMON> 3,193
<OTHER-SE> 2,774
<TOTAL-LIABILITIES-AND-EQUITY> 56,062
<INTEREST-LOAN> 1,289
<INTEREST-INVEST> 510
<INTEREST-OTHER> 69
<INTEREST-TOTAL> 1,868
<INTEREST-DEPOSIT> 725
<INTEREST-EXPENSE> 725
<INTEREST-INCOME-NET> 1,143
<LOAN-LOSSES> 60
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,359
<INCOME-PRETAX> 331
<INCOME-PRE-EXTRAORDINARY> 331
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 284
<EPS-BASIC> .53
<EPS-DILUTED> .53
<YIELD-ACTUAL> 4.84
<LOANS-NON> 6
<LOANS-PAST> 10
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 300
<CHARGE-OFFS> (149)
<RECOVERIES> 51
<ALLOWANCE-CLOSE> 262
<ALLOWANCE-DOMESTIC> 262
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 262
</TABLE>
