UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
Quarterly Report Under Section 13 or 15(d)
of The Securities Exchange Act of 1934
For the quarterly period ended March 31,1999
Commission File Number 67435
CITIZENS FIRST CORPORATION
(Exact name of Small Business Issuer as specified in its charter)
Kentucky 61-0912615
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1805 Campbell Lane, Bowling Green, Kentucky 42101
(Address of principal executive offices)
Issuer's telephone number, including area code: (502)393-0737
Check whether the issuer (1) 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 _
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: May 17, 1999: 643,053 shares.
Transitional Small Disclosure Format (check one): Yes__ No X
<PAGE>
CITIZENS FIRST CORPORATION
TABLE OF CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited) 4-8
ITEM 2. Management's Discussion and Analysis or 9-11
Plan of Operation
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 12
ITEM 4. Submission of Matters to a Vote of Security Holders 12
ITEM 6. Exhibits and Reports on Form 8-K 12
<PAGE>
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
(Unaudited)
March 31, December 31,
1999 1998
Assets
Cash and due from banks .............. $ 335,338 $ 16,817
Interest-bearing deposits with banks . 394,514 --
Federal funds sold ................... 5,900,000 --
Securities available for sale
(amortized cost of $1,156,913 as
of March 31,1999;$230,585 as of
December 31, 1998) 1,781,186 1,490,332
Loans, net of unearned income ........ 2,518,649 --
Less allowance for loan losses ....... 25,000 --
----------- -----------
Net loans ............................ 2,493,649 --
Premises and equipment, net .......... 1,736,026 1,088,235
Other assets ......................... 172,710 94,022
----------- -----------
Total assets ......................... $12,813,423 $ 2,689,406
=========== ===========
Liabilities and Shareholders' Equity
Deposits:
Non-interest bearing ................. $ 664,072 $ --
Interest bearing ..................... 3,557,355 --
----------- -----------
Total deposits ....................... 4,221,427 --
Other short-term borrowings .......... -- 995,000
Other liabilities .................... 654,222 969,364
----------- -----------
Total liabilities .................... 4,875,649 1,964,364
Shareholders' equity:
Preferred stock, Authorized 500 shares;
issued and outstanding
0 and 0, respectively ................ -- --
Common stock, no par value
Authorized 1,000,000 shares;
issued and outstanding
643,053 and 106,386, respectively .... -- --
Additional paid-in capital ........... 7,357,477 20,542
Retained earnings .................... 168,532 (126,933)
Accumulated other comprehensive income 411,765 831,433
----------- -----------
Total shareholders' equity ........... 7,937,774 725,042
----------- -----------
Total liabilities
and shareholders' equity ............. $12,813,423 $ 2,689,406
=========== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
Consolidated Statements of Income
(Unaudited)
For the three months ended March 31 1999 1998
Interest income
Loans, including fees .............. $ 11,485 $ --
Federal funds sold ................. 35,078 --
Securities available for sale ...... 6,166 7,306
Interest-bearing deposits with banks 1,847 --
------- ------
Total interest income .............. 54,576 7,306
Interest expense
Deposits ........................... 8,028 --
Other short-term borrowings ........ 11,892 --
------- ------
Total interest expense ............. 19,920 --
------- ------
Net interest income ................ 34,656 7,306
Provision for loan losses .......... 25,000 --
Net interest income after
provision for loan losses .......... 9,656 7,306
Non-interest income
Service charges on deposit accounts 350 --
Gains (losses) on sales of
securities available for sale, net 743,706 --
Other .............................. 1,467 --
------- ------
Total non-interest income .......... 745,523 --
Non-interest expenses
Compensation and benefits .......... 254,611 --
Net occupancy expense .............. 31,348 --
Furniture and equipment expense .... 29,834 --
Professional fees .................. 20,191 --
Postage, printing & supplies ....... 29,480 --
Processing fees .................... 13,312 --
Advertising ........................ 40,480 --
Other .............................. 40,459 --
------- ------
Total non-interest expenses ........ 459,715 --
------- ------
Income before income taxes ......... 295,464 7,306
Income tax expense ................. -- --
Net income ......................... $295,464 $7,306
======= =======
Diluted earnings per share ......... $ 0.83 $ 0.07
Basic earnings per share ........... $ 0.83 $ 0.07
See accompanying notes to consolidated financial statements.
<PAGE>
Consolidated Statements of Changes in Shareholders' Equity
(Unaudited)
For the three months ended March 31 1999 1998
Balance, January 1 ............................ $ 725,042 $ 887,586
Net income .................................. 295,464 7,306
Other comprehensive income (loss), net of tax (419,667) 189,736
Issuance of common stock .................... 7,336,935 --
----------- -----------
Balance at end of period ...................... $ 7,937,774 $ 1,084,628
=========== ===========
See accompanying notes to consolidated financial statements.
Consolidated Statements of Comprehensive Income
(Unaudited)
For the three months ended March 31 1999 1998
Net income ..................................... $ 295,464 $ 7,306
Other comprehensive income, (loss) net of tax:
Unrealized holding gains on
available for sale
securities arising during the period ......... 71,178 189,736
Reclassification adjustment for gains
on securities included in net income ......... (490,845) --
--------- ---------
Total other comprehensive income (loss)
Net of tax ................................... -- 189,736
--------- ---------
Comprehensive income (loss)..................... $ (124,203) $ 197,042
========= =========
See accompanying notes to consolidated financial statements.
<PAGE>
Consolidated Statements of Cash Flows
(Unaudited)
For the three months ended March 31 1999 1998
Cash flows from operating activities:
Net income .................................. $ 295,464 $ 7,306
Adjustments to reconcile net income to cash
provided by operating activities:
Provision for loan losses ................... 25,000 --
Gain on sales of securities available for sale (743,706) --
Depreciation and amortization of fixed assets 22,732 --
Increase in accrued interest receivable ..... (10,250) --
Increase in other assets .................... (68,438) --
Increase in accrued interest payable ........ 5,439 --
Decrease in other liabilities ...... (104,774) (9,000)
--------- ---------
Net cash used in operating activities ...... (578,533) (1,694)
Cash flows from investing activities:
Net increase in interest-bearing
deposits with banks ....................... (394,514) --
Net increase in federal funds sold .......... (5,900,000) --
Proceeds from sale of securities
available for sale ........................ 817,378 --
Purchase of securities available for sale ... (1,000,000) (38,277)
Net increase in loans ....................... (2,518,649) --
Purchases of premises and equipment ......... (670,523) --
--------- ---------
Net cash used in investing activities ....... (9,666,308) (38,277)
Cash flows from financing activities:
Net increase in deposits .................... 4,221,427 --
Repayment of short-term borrowings .......... (995,000) --
Proceeds from issuance of common stock ...... 7,336,935 --
--------- ---------
Net cash provided by financing activities ... 10,563,362 --
--------- ---------
Net increase (decrease ) in cash
and cash equivalents ...................... 318,521 (39,971)
Cash and cash equivalents at
beginning of year ......................... 16,817 108,484
--------- ---------
Cash and cash equivalents at
end of period ............................. $ 335,338 $ 68,513
========= =========
See accompanying notes to consolidated financial statements.
<PAGE>
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies
The accounting and reporting policies of Citizens First
Corporation(the "Company") and its subsidiary Citizens First Bank,
Inc.(the "Bank") conform to generally accepted accounting principles
and general practices within the banking industry. The consolidated
financial statements include the accounts of Citizens First Corporation
and its wholly-owned subsidiary. All significant intercompany
transactions and accounts have been eliminated in consolidation.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities as
of the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Estimates used in
the preparation of the financial statements are based on various
factors including the current interest rate environment and the general
strength of the local economy. Changes in the overall interest rate
environment can significantly affect the Company's net interest income
and the value of its recorded assets and liabilities. Actual results
could differ from those estimates used in the preparation of the
financial statements
The financial information presented has been prepared from the
books and records of the Company and are not audited. The accompanying
consolidated financial statements have been prepared in accordance
with the instructions to Form 10-QSB and do not include all of the
information and the footnotes required by generally accepted
accounting principles for complete statements.
In the opinion of management, all adjustments considered necessary
for a fair presentation have been reflected in the accompanying
unaudited financial statements. Results of interim periods are not
necessarily indicative of results to be expected for the full year.
(2) Stock split
On February 5, 1999 the Company's Board of Directors declared a
stock split of 1.043 to 1. All of the per share calculations and
amounts of outstanding shares included herein for all periods presented
have been restated to give retroactive effect to the stock split.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
General
Citizens First Corporation was incorporated under the laws
of the Commonwealth of Kentucky on December 24, 1975 for
the purpose of conducting business as an investment club, and is
headquartered in Bowling Green, Kentucky. In late 1998 and early 1999,
the Company filed the appropriate regulatory applications and received
regulatory approval to become a bank holding company under the Bank
Holding Company Act of 1956, as amended, through its organization and
ownership of its only subsidiary, Citizens First Bank, Inc.(the
"Bank"). On February 17, 1999 the Company completed the initial public
offering for the sale of 536,667 shares of its no par value common
stock. The proceeds of the sale of the stock were used to pay start up
expenses, liquidate short term borrowings, and capitalize the Bank. The
Bank opened for business on February 18, 1999. Because the Company
historically operated as an investment company, there are no comparable
revenues from operations in prior fiscal years.
The Company, through the Bank, is now involved in the banking
business. This process includes attracting deposits and converting the
deposits into loans and investments. The Company's primary source of
cash requirements are expected to be met by the anticipated growth of
customers deposits, and through the sale of investment securities.
Other than these two sources, the Company does not anticipate the
need to raise additional funds in the next twelve months.
Property and equipment needed for the operation of the Bank had been
purchased by March 31,1999, and no additional significant purchases or
sales of plant and equipment are planned. The Company and Bank are
fully staffed at March 31,1999, and no significant changes in the
number of employees are planned.
The Company follows a corporate strategy which focuses on
providing the Bank's customers with high quality, personal banking
services. The Bank offers a range of products designed to meet the
needs of its customers that include individuals, small businesses,
partnerships and corporations.
Results of Operations
The Company reported net income of $295,464 for the three
months ended March 31, 1999. This includes the gain on the sale of
marketable securities of $743,706. Excluding the gain, the net loss
from operations for the three months ended March 31, 1999, was
$448,242. During the same period in 1998, the Company had net income
of $7,306. On a diluted per share basis net income for the three month
periods ended March 31, 1999 and 1998 was $0.83 and $0.07
respectively. Excluding the gain on sale of securities, the diluted per
share basis of net income would have been $(1.26).for the three months
ended March 31, 1999.
Net Interest Income
Net interest income was $31,939 in the first quarter of 1999.
Interest income of $54,576 includes $11,485 income on loans and $43,091
income on investment securities, federal funds sold, and
interest-bearing deposits with banks. Cash available from the initial
capitalization of the Bank was invested in short-term assets, primarily
federal funds sold, in anticipation of loan demand. Interest expense of
$19,920 includes interest on deposits of $8,028, as well as $11,892 of
interest paid on short-term borrowings. The short-term borrowings were
needed to finance pre-opening expenses and purchases of property and
equipment, and were repaid at the time the Bank was capitalized.
Non-interest Income
Non-interest income for the first quarter of 1999 included a
gain on the sale of investment securities of $743,706. These
investments were sold in part so that additional capital would be
available to be contributed to the Bank, in order to meet minimum
capital requirements of the Federal Deposit Insurance Corporation. At
December 31, 1998, the investment securities owned by the Company
included concentrations in the stocks of certain publicly traded
companies. The partial sale of these securities reduced the Company's
exposure to loss.
Non-interest expense
Expenses in the first quarter included $254,611 for
compensation and benefits. Compensation includes the expense associated
with a full Bank staff for most of the first quarter, despite the bank
not opening until February 18, 1999. Advertising costs of $40,480
reflect the special promotions associated with the grand openings
of the Bank's main office and the branch, both in the first quarter
of 1999. Other non interest expenses included occupancy and
furniture and fixtures expenses of $61,182; postage, printing and
supplies of $29,480; professional fees of $20,191; processing fees of
$13,312; and other expenses totaling $40,459.
Income Taxes
Expected income tax expense was offset by a reduction of the
valuation allowance of the deferred tax asset. The Company has a net
operating loss carryforward from 1998. A valuation allowance was
established against this deferred tax asset as management does not
believe it is more likely than not the Company will realize the benefit
of this asset based on the projections of future taxable income.
Balance Sheet Review
Overview
Total assets at March 31, 1999 were $12,813,423, up from
$2,689,406 at December 31, 1998. The increase in total assets is due to
the change in the Company from an investment club to a bank holding
company, and the related initial public offering on February 17, 1999
of 536,667 shares of Company stock in exchange for $7,336,935.
Loans
The loan portfolio was $2,493,649 at March 31, 1999. The
funding for this loan growth came from the proceeds of the capital
raised in the initial public offering of the Company.
Allowance for Loan Losses
The provision for loan losses was $25,000 (1.00% of period end
loans) for the first quarter of 1999. No loans have been charged off
since the Bank began operation on February 18, 1999, and no impaired
loans have been identified. The provision for losses on loans is being
established to provide for losses inherent in the banking industry and
reflects management's evaluation of the risk in the loan portfolio
Securities Available for Sale
The Company continues to own $781,936 of investment securities
which it purchased at the time it was an investment club. These
securities will be liquidated as needed to provide additional capital
to be contributed to the Bank, and to cover the Company's cash needs in
lieu of receiving dividends from the Bank. The Bank owns treasury and
government agency securities with a value of $999,250 as of March 31,
1999.
Deposits
Total deposits at March 31, 1999, were $4,221,427. Interest
bearing deposits were $3,557,355, or 84% of total deposits.
Capital Resources and Liquidity
The Bank was capitalized through a capital contribution from
The Company of $7,600,000. The Board of Governors of the Federal
Reserve System has adopted risk based capital and leverage ratio
requirements for bank holding companies. The table below sets forth
the Company's capital ratios as of March 31, 1999; the regulatory
minimum capital ratios; and the regulatory minimum capital ratios for
well-capitalized companies:
March 31,
1999
Tier 1 risk based ........... 72.87%
Regulatory minimum ..... 4.00
Well-capitalized minimum 6.00
Total risk based ............ 73.12
Regulatory minimum ..... 8.00
Well-capitalized minimum 10.00
Leverage .................... 60.69
Regulatory minimum ..... 3.00
Well-capitalized minimum 5.00
Liquidity is the measure of the Bank's ability to fund
customer's needs for borrowings and deposit withdrawals. The Company's
principal sources of funds were the proceeds from the initial public
offering in the first quarter of 1999, and the principal sources going
forward will be the deposits, repayment of loans, and funds from Bank
operations. During the first quarter of 1998, the Company was not
active in the banking business, and the only source of funds were the
dividends received on investment securities.
Year 2000 and the Company's State of Readiness
The Company is exposed to potential future losses, including
litigation, due to the business interruption or errors, which could
result if any of its computer systems are not modified to ensure that
dates beginning in January 2000 are not misread by the system as
January 1900. The Company has been proactive in regard to the possible
consequences that the change to the new millennium will have on
computers and other operations. The Company has completed a significant
portion of the testing phase of its Year 2000 program, and the
remaining testing is scheduled to be completed by mid-1999. Because the
majority of the systems and operations were not in place until late
1998 and early 1999, the Company was able to evaluate the Year 2000
status of all of its systems prior to their actual purchase. In
addition, the Company's contingency plan will be finalized by June 30,
1999.
Forward-Looking Statements
This report contains certain forward-looking statements either
expressed or implied, which are provided to assist the reader in making
judgements about the Company's possible future financial performance.
Such statements are subject to certain risks and uncertainties
including without limitation changes in economic conditions in the
Company's market area, changes in policies by regulatory agencies,
fluctuations in interest rates, demand for loans in the Company's
market, competition and unexpected contingencies relating to Year
2000 compliance that could cause actual results to differ materially
from historical earnings and those presently anticipated or projected.
The factors listed above could affect the Company's financial
performance and could cause the Company's actual results for future
periods to differ materially from any opinions or statements
expressed with respect to future periods in any current statements.
<PAGE>
Part II- Other Information
Item 1. Legal Proceedings
In the opinion of management, there is no proceeding pending or, to the
knowledge of management, threatened, in which an adverse decision could result
in a material adverse change in the consolidated financial condition or results
of operations of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of Shareholders of Citizens First Corporation was
held January 6, 1999, at 1805 Campbell Lane, Bowling Green, Kentucky,
to elect the Board of Directors of the Company. The following
individuals were re-elected to the Board of Directors of
the Company for a term of one year. Each was elected by a unamimous
vote of the Shareholders.
Jerry Baker
Billy Bell
Mary Cohron
Floyd Ellis, Chairman
James Lucas
Joe Natcher
John Perkins
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed on the Exhibit Index of this Form 10-QSB are
filed as a part of this report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 31,
1999.
<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.
CITIZENS FIRST CORPORATION
Date: May 17,1999 /s/ Mary D. Cohron
Mary D.Cohron
President and
Chief Executive Officer
(Principal Executive Officer)
Date: May 17,1999 /s/ Gregg A. Hall
Gregg A. Hall
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
Exhibits
3.1 Articles of Restatement and Amendment to Articles of Incorporation of
Bowling Green Investors, Ltd. (now Citizens First Corporation)
(incorporated by reference to Exhibit 3.1 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
3.2 Amended and Restated Bylaws of Citizens First Corporation (incorporated
by reference to Exhibit 3.2 of the corporation's Registration Statement
on Form SB-2 [No. 333-67435]).
3.3 Articles of Amendment to Articles of Restatement and Amendment to
Articles of Incorporation of Citizens First Corporation (incorporated
by reference to Exhibit 3.3 of the corporation's Registration Statement
on Form SB-2 [No. 333-67435]).
4 Articles of Restatement and Amendment to Articles of Incorporation of
Bowling Green Investors, Ltd.(now Citizens First Corporation)
(incorporated by reference to Exhibit 4 of
the corporation's Registration Statement on Form SB-2 [No. 333-67435]).
5 Opinion of Stoll, Keenon & Park, LLP as to the validity of the shares of
Citizens First Corporation Common Stock being registered (incorporated
by reference to Exhibit 5 of the corporation's Registration Statement on
Form SB-2 [No. 333-67435]).
10.1 Employment Agreement between Citizens First Corporation and Mary D.
Cohron (incorporated by reference to Exhibit 10.1 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
10.2 First Amendment to Employment Agreement between Citizens First
Corporation and Mary D.Cohron (incorporated by reference to Exhibit 10.2
of the corporation's Registration Statement on Form SB-2
[No. 333-67435]).
10.3 Employment Agreement between Citizens First Corporation and John T.
Perkins (incorporated by reference to Exhibit 10.3 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
10.4 Employment Agreement between Citizens First Corporation and Gregg A.
Hall (incorporated by reference to Exhibit 10.4 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
10.5 Bank Contract for Electronic Data Processing Services and Customerfile
System between Fiserv Bowling Green and Citizens First Bank
(incorporated by reference to Exhibit 10.5 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
10.6 Promissory Note secured by Real Estate Mortgage and Security Agreement
and Stock Pledge (issued by Citizens First Corporation for benefit of
First Security Bank of Lexington)(incorporated by reference to Exhibit
10.6 of the corporation's Registration Statement on Form SB-2
[No. 333-67435]).
10.7 Deed of Conveyance from David A. and Karla N. Dozer to Citizens First
Corporation (incorporated by reference to Exhibit
10.7 of the corporation's Registration Statement on Form SB-2
[No. 333-67435]).
10.8 Security Agreement and Stock Pledge between Citizens First Corporation
and First Security Bank of Lexington (incorporated by reference to
Exhibit 10.8 of the corporation's Registration Statement on Form SB-2
[No. 333-67435]).
10.9 Mortgage from Citizens First Corporation to First Security Bank of
Lexington (incorporated by reference to
Exhibit 10.9 of the corporation's Registration Statement on Form SB-2
[No. 333-67435]).
10.10 Commercial Line of Credit Agreement and Note between Citizens First
Corporation and First Security Bank of Lexington (incorporated by
reference to Exhibit 10.10 of the corporation's Registration Statement
on Form SB-2 [No. 333-67435]).
10.11 Assignment of Securities Account by Citizens First Corporation
(incorporated by reference to Exhibit 10.11 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
10.12 Employment Agreement between Citizens First Corporation and Barry D.
Bray (incorporated by reference to Exhibit 10.12 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
10.13 Consulting Agreement between Citizens First Corporation and The
Carpenter Group (incorporated by reference to Exhibit 10.13 of the
corporation's Registration Statement on Form SB-2 [No. 333-67435]).
10.14 Lease Agreement between Citizens First Corporation and Midtown Plaza,
Inc. (incorporated by reference to Exhibit 10.14 of the
corporation's Registration Statement on Form SB-2 [No. 333-67435]).
11 Statement re: Computation of per share earnings
23.1 Consent of KPMG Peat Marwick LLP (incorporated by reference to Exhibit
23.1 of the corporation's Registration Statement on Form SB-2
[No. 333-67435]).
23.2 Consent of Stoll, Keenon & Park, LLP(included in Exhibit 5)(incorporated
by reference to Exhibit 23.2 of the corporation's Registration Statement
on Form SB-2 [No. 333-67435]).
24 Power of attorney from officers and directors of the Company
(incorporated by reference to Exhibit 24 of the corporation's
Registration Statement on Form SB-2 [No. 333-67435]).
27 Financial Data Schedule for the quarter ended March 31, 1999
(for SEC use only)
Exhibit 11.
Statement Regarding Computation of Per Share Earnings
For the periods ended March 31 1999 1998
Diluted earnings per common share:
Average common shares outstanding 356,831 106,386
Net income (loss) $ 295,464 $ 7,306
Diluted earnings per share: $ 0.83 $ 0.07
Basic earnings per common share:
Average common shares outstanding 356,831 106,386
Net income (loss) $ 295,464 $ 7,306
Basic earnings per share $ 0.83 $ 0.07
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 1073475
<NAME> CITIZENS FIRST CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 335,338
<INT-BEARING-DEPOSITS> 394,514
<FED-FUNDS-SOLD> 5,900,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,781,186
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 2,518,649
<ALLOWANCE> 25,000
<TOTAL-ASSETS> 12,813,423
<DEPOSITS> 4,221,427
<SHORT-TERM> 0
<LIABILITIES-OTHER> 654,222
<LONG-TERM> 0
0
0
<COMMON> 7,357,477
<OTHER-SE> 580,297
<TOTAL-LIABILITIES-AND-EQUITY> 12,813,423
<INTEREST-LOAN> 11,485
<INTEREST-INVEST> 6,166
<INTEREST-OTHER> 36,925
<INTEREST-TOTAL> 54,576
<INTEREST-DEPOSIT> 8,028
<INTEREST-EXPENSE> 19,920
<INTEREST-INCOME-NET> 34,656
<LOAN-LOSSES> 25,000
<SECURITIES-GAINS> 743,706
<EXPENSE-OTHER> 459,715
<INCOME-PRETAX> 295,464
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 295,464
<EPS-PRIMARY> 0.83
<EPS-DILUTED> 0.83
<YIELD-ACTUAL> 2.720
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 25,000
<ALLOWANCE-DOMESTIC> 25,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
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