HABERSHAM BANCORP
10QSB, 1996-08-08
STATE COMMERCIAL BANKS
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<PAGE>   1

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C.  20549

                                  FORM 10-QSB

       x   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
     ----- SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended June 30, 1996

           TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
     ----- SECURITIES EXCHANGE ACT OF 1934
     For the transition period from        to 
                                    -------   --------

                         Commission file number 0-13153

                              HABERSHAM BANCORP
- -------------------------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

    Georgia                                    58-1563165
- -------------------------------------------------------------------------------
 (State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)             Identification No.)

Highway 441 N., P.O. Box 1980, Cornelia, Georgia         30531
- -------------------------------------------------------------------------------
 (Address of principal executive offices)              (Zip code)

                               (706) 778-1000
- -------------------------------------------------------------------------------
              (Issuer's telephone number, including area code)

- -------------------------------------------------------------------------------
            (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 
         -----     -----


State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

    2,325,781 shares, common stock, $1.00 par value, as of June 30, 1996



                                  Page 1 of 12

<PAGE>   2

<TABLE>
<CAPTION>
Item. 1   Financial Statements

HABERSHAM BANCORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
                                        June 30, 1996  DECEMBER 31, 1995
ASSETS                                    (Unaudited)
<S>                                         <C>              <C>
Cash and due from banks ..................  $  5,347         $  6,598
Federal funds sold .......................    10,210            9,790
Investment securities available for sale
  (cost of $34,111 at June 30, 1996
   and $40,035 at December 31, 1995)......    33,920           40,313
Investment securities held to maturity
  (estimated market value of $18,097 at
  June 30, 1996 and $17,677 at
  December 31, 1995) .....................    18,188           17,498

Loans held for sale ......................     3,117

Loans ....................................   179,772          145,434
  Less:  Unearned income .................       (35)             (44)
         Allowance for loan losses .......    (2,376)          (2,336)
                                            --------         --------
    Loans, net ...........................   177,361          143,054
                                            --------         --------
Intangible assets ........................     3,432            3,397
Other assets .............................     9,908            8,936
                                            --------         --------
    TOTAL ASSETS .........................  $261,483         $229,586
                                            ========         ========
LIABILITIES
Non-interest bearing deposits ............  $ 24,327         $ 23,129
Interest bearing deposits ................   184,127          171,956
Short-term borrowings ....................     1,251            1,597
Other borrowings .........................    22,500            3,700
Other liabilities ........................     2,916            3,299
                                            --------         --------
    TOTAL LIABILITIES ....................   235,121          203,681
                                            --------         --------
SHAREHOLDERS' EQUITY (Note 3)
Common stock, $1.00 par value,
 10,000,000 shares authorized;
  2,403,974 shares issued ................     2,404            2,404
Additional paid-in capital ...............     8,842            8,837
Retained earnings ........................    15,682           14,932
Unrealized gain (loss) on investment
  securities available for sale ..........      (102)             208
Treasury stock (at cost) .................      (464)            (476)
                                            --------         --------
    TOTAL SHAREHOLDERS' EQUITY ...........    26,362           25,905
    TOTAL LIABILITIES AND SHAREHOLDERS'     --------         --------
    EQUITY ...............................  $261,483         $229,586
                                            ========         ========
</TABLE>


 See notes to condensed consolidated financial statements.


                                      2
<PAGE>   3

<TABLE>
<CAPTION>

HABERSHAM BANCORP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(dollars in thousands, except per share amounts)
For the (Unaudited) Three-Month Periods Ended June 30, 1996 and 1995

                                             June 30, 1996    June 30, 1995
<S>                                           <C>              <C>
INTEREST INCOME
Loans (including fees) .....................    $ 4,542          $ 2,671
Investment securities ......................        774              802
Other ......................................        122               57
                                                -------          -------
   TOTAL INTEREST INCOME ...................      5,438            3,530

INTEREST EXPENSE
Deposits ...................................      2,266            1,496
Other ......................................        166               36
                                                -------          -------
   TOTAL INTEREST EXPENSE ..................      2,432            1,532

NET INTEREST INCOME ........................      3,006            1,998
Provision for loan losses ..................         90                7
                                                -------          -------
NET INTEREST INCOME AFTER
 PROVISION FOR LOAN LOSSES .................      2,916            1,991

Other Income ...............................        322              248

Other Expense ..............................      2,734            1,742
                                                -------          -------
INCOME BEFORE INCOME TAXES..................        504              497
Applicable income taxes  ...................        102               92
                                                -------          -------
NET INCOME .................................        402              405

Dividends ..................................        139               84
Retained earnings at beginning of period....     15,419           13,487
                                                -------          -------
Retained earnings at end of period .........    $15,682          $13,808
                                                =======          =======

Per Common and Common Equivalent Share:

NET INCOME .................................    $   .17          $   .23
                                                =======          =======

WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING .......  2,411,553        1,759,733
                                              =========        =========
</TABLE>


See notes to condensed consolidated financial statements.


                                      3

<PAGE>   4

<TABLE>
<CAPTION>

HABERSHAM BANCORP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(dollars in thousands, except per share amounts)
For the (Unaudited) Six-Month Periods Ended June 30, 1996 and 1995

                                             June 30, 1996    June 30, 1995
<S>                                           <C>              <C>
INTEREST INCOME
Loans (including fees) .....................    $ 8,651          $ 5,207
Investment securities ......................      1,630            1,584
Other ......................................        275               98
                                                -------          -------
   TOTAL INTEREST INCOME ...................     10,556            6,889

INTEREST EXPENSE
Deposits ...................................      4,480            2,848
Other ......................................        227              105
                                                -------          -------
   TOTAL INTEREST EXPENSE ..................      4,707            2,953

NET INTEREST INCOME ........................      5,849            3,936
Provision for loan losses ..................        180               14
                                                -------          -------
NET INTEREST INCOME AFTER
 PROVISION FOR LOAN LOSSES .................      5,669            3,922

Other Income ...............................        694              498

Other Expense ..............................      5,249            3,474
                                                -------          -------

INCOME BEFORE INCOME TAXES..................      1,114              946
Applicable income taxes  ...................        225              164
                                                -------          -------
NET INCOME .................................        889              782
                                                
Dividends ..................................        139               84
Retained earnings at beginning of period....     14,932           13,110
                                                -------          -------
Retained earnings at end of period .........    $15,682          $13,808
                                                =======          =======
Per Common and Common Equivalent Share:

NET INCOME .................................    $   .37          $   .44
                                                =======          =======

WEIGHTED AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES OUTSTANDING .......  2,404,099        1,759,807
                                              =========        =========
</TABLE>

See notes to condensed consolidated financial statements.


                                      4

<PAGE>   5

<TABLE>
<CAPTION>

HABERSHAM BANCORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
For the (Unaudited) Six-Month Periods Ended June 30, 1996 and 1995

                                                       JUNE 30,       JUNE 30,
CASH FLOWS FROM OPERATING ACTIVITIES:                    1996           1995
<S>                                                     <C>          <C>
  Net Income ........................................   $   889      $   782
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Provision for loan losses .....................       180           14
      Net (loss)gain on sale of investment securities        (6)           5
      Net loss on other real estate owned ...........         9          100
      Depreciation ..................................       330          264
      Amortization of intangible assets .............       106
  Changes in assets and liabilities:
      Increase in other assets ......................      (246)        (408)
      Increase (decrease) in other liabilities ......      (383)          74
                                                        -------      -------
  Net cash provided by operating activities .........       879          831
                                                        -------      -------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Investment securities available for sale:
  Proceeds from maturity ............................     7,321        1,535
  Proceeds from sale ................................     2,093        2,825
  Purchases .........................................    (3,484)      (5,147)
 Investment securities held to maturity:
  Proceeds from maturity ............................     1,982        3,326
  Purchases .........................................    (2,672)      (3,275)
 Increase in Loans held for sale ....................    (3,117)
 Net increase in loans ..............................   (34,795)      (3,230)
 Decrease in other real estate ......................        38            3
 Net additions of premises and equipment ............      (777)        (193)
 Cash and cash equivalents acquired upon acquisition
  of Security State Bank, net of cash payments ......                  5,103
                                                        -------      -------
  Net cash used by investing activities .............   (33,411)         947
                                                        -------      -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits ..........................    13,368        3,050
  Net increase (decrease) in short-term borrowings ..      (345)         233
  Net increase in other borrowings .......... .......    18,800        2,200
  Sale of treasury stock ............................        17           12
  Cash dividends ....................................      (139)         (84)
                                                        -------      -------
  Net cash provided by financing activities .........    31,701        5,411
                                                        -------      -------

Increase (decrease) in cash and cash equivalents ....      (831)       7,189

CASH AND CASH EQUIVALENTS: BEGINNING OF PERIOD ......    16,388        5,471
                                                        -------      -------
CASH AND CASH EQUIVALENTS: END OF PERIOD ............   $15,557      $12,660
                                                        =======      =======
</TABLE>

     See notes to condensed consolidated financial statements.


                                      5
<PAGE>   6

<TABLE>
<CAPTION>

     SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITY:
     <S>                                                    <C>          <C>
     Other real estate acquired through loan foreclosures.. $   322      $200
     Loan related to sale of other real estate ............      14        16
     Unrealized gain (loss) on investment securities
      available for sale ..................................    (310)    1,401
</TABLE>

HABERSHAM BANCORP
Notes to Condensed Consolidated Financial Statements
(Unaudited)

1.  Basis of Presentation

The condensed financial statements contained in this report are unaudited but
reflect all adjustments, consisting only of normal recurring accruals, which
are, in the opinion of management, necessary for a fair statement of the
results of the interim periods reflected.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to applicable rules and regulations of the Securities and Exchange
Commission.  The results of operations for the interim periods reported herein
are not necessarily indicative of results to be expected for the full year.

The condensed consolidated financial statements included herein should be read
in conjunction with the Company's 1995 financial statements and notes thereto,
and the Independent Auditors' Report included in the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1995.

2.  Accounting Policies

Reference is made to the accounting policies of the Company described in the
notes to consolidated financial statements contained in the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1995.  The Company
has consistently followed those policies in preparing this report.

3.  Common Stock

Effective May 15, 1995, the Company declared a 5 for 1 stock split of its
common stock effected in the form of a 400% stock dividend.  In addition,
effective April 15, 1995, the Company changed the par value of its common stock
from $2.50 to $1.00 per share and increased the number of authorized shares of
common stock to 10,000,000 shares.  All references to share and per share
amounts have been retroactively adjusted to reflect this split.  Also
retroactively, $875,000 has been charged to Additional Paid-In Capital and
credited to Common Stock to reflect the stock split and the change in par
value.

4.  Earnings Per Share

Net income per share is computed based on the weighted average number of common
and common equivalent shares outstanding during the periods.



                                      6

<PAGE>   7

5.  Acquisition

Effective June 30, 1995, the Company consummated its acquisition of Security
Bancorp, Inc. ("Security") by agreeing to exchange 612,516 shares of its common
stock and $1,990,269 in cash for the outstanding shares of Security common
stock in a merger of Security with and into the Company.  The Company had
previously acquired 5% of the outstanding shares of Security.  The total
purchase price including expenses was approximately $9,257,000.  The merger was
accounted for as a purchase.  The following presents pro forma income statement
information for the three and six month periods ended June 30, 1995 assuming
the merger had occurred on April 1, 1995 and January 1, 1995, respectively (in
thousands, except per share amounts):

<TABLE>
<CAPTION>
                            Three Months Ended    Six Months Ended
                               June 30, 1995        June 30, 1995
                           --------------------  ------------------
<S>                                 <C>                <C>
Total revenues                      $4,879             $9,534
Net income                          $  439             $  863
Net income per common share         $  .19             $  .36
</TABLE>

The pro forma financial information presented above does not purport to be
indicative of either the results of operations that would have occurred had the
acquisition taken place on the indicated dates or of future consolidated
results of operations.

6. New Subsidiary

On January 2, 1996, Habersham Bank formed a new subsidiary, BancMortgage
Financial Corp. ("BancMortgage").  BancMortgage is a full service mortgage
lender and servicer located in the North Atlanta metropolitan area.
BancMortgage received approval from the Department of Banking and Finance of
the State of Georgia to begin business on January 26, 1996 and began operations
on February 1, 1996.

7. New Accounting Pronouncement

In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation," which will be effective for the Company beginning January 1,
1996.  SFAS No. 123 requires expanded disclosures of stock-based compensation
arrangements with employees and encourages (but does not require) compensation
cost to be measured based on the fair value of the equity instrument awarded.
Companies are permitted, however, to continue to apply APB Opinion No. 25,
which recognizes compensation cost based on the intrinsic value of the equity
instrument awarded.  The Company will continue to apply APB Opinion No. 25 to
its stock based compensation awards to employees and will disclose the required
pro forma effect on net income and earnings per share in the 1996
Annual Report.


                                      7

<PAGE>   8

Item. 2  Management's Discussion and Analysis of Financial Condition and
           Results of Operations.

HABERSHAM BANCORP

Organization

    Habersham Bancorp owns all of the outstanding stock of Habersham Bank
("Habersham Bank"), Security State Bank ("Security Bank"), and The Advantage
Group, Inc. (collectively the "Company").  Habersham Bank owns all of the
outstanding stock of BancMortgage Financial Corp ("BancMortgage"), a nonbank
subsidiary.  The Advantage Group, Inc. is a nonbank subsidiary which engages in
the business of providing certain management consulting advice to depository
institutions.  BancMortgage was organized in 1996 as a full service mortgage
lending and servicing company located in the northern Atlanta Metropolitan
area.  The Advantage Group, Inc. did not comprise a significant portion of the
financial position, results of operations or cash flows of the Company for the
period ended June 30, 1996.  Therefore, management's discussion and analysis,
which follows, relates primarily to the operations of Habersham Bank,
BancMortgage and Security Bank.

Material Changes in Financial Condition

    The Company's total assets increased approximately $31 million during the
first six months of 1996 reflecting an increase in Loans of approximately $34
million and an increase in Loans Held For Sale of approximately $3 million.
The increase in Loans and Loans Held For Sale was offset by a decrease in
Investment Securities of approximately $6 million, by payoffs of approximately
$3 million relating to poultry industry mortgages, and by repayments of
approximately $3 million in the remaining loan portfolio.  BancMortgage
originated approximately $40 million of loans during the first six months of
1996.  These originations were funded by increases in deposits of approximately
$13 million and by an increase in advances from the Federal Home Loan Bank of
approximately $19 million.

     At June 30, 1996, loans over 90 days past due and nonaccrual loans totaled
$1,657,307 or .92% of gross outstanding loans, as compared to $1,280,683 or
 .88% of gross outstanding loans at December 31, 1995.  The allowance for loan
losses recorded at June 30, 1996 is in accordance with the internal calculation
of the allowance for loan losses which considers such factors as classified and
past due loans as well as portfolio growth and diversification.  There were no
significant writeoffs during the first six months of 1996.

     The Company had impaired loans of $978,857 and $1,022,683 as of June 30,
1996 and December 31, 1995, respectively.  No allowance was necessary for such
loans.  The interest income recognized on such loans for the six months ended
June 30, 1996 was not material.

     Effective May 15, 1995, the Company declared a 5 for 1 stock split of its
common stock effected in the form of a 400% stock dividend.  In addition,
effective April 15, 1995, the Company changed the par value of its common stock
from $2.50 to $1.00 per share and increased the number of authorized



                                      8

<PAGE>   9

shares of common stock to 10,000,000 shares.  All references to share and per
share amounts have been retroactively adjusted to reflect this split.

    The Company consummated its acquisition of Security Bank as of July 1,
1995.  The acquisition was accounted for as a purchase and the operations of
Security are included in the Company's operations beginning July 1, 1995.  As
of July 1, 1995, Security Bank had total assets of approximately $46 million
consisting of approximately $33 million in loans, $5.7 million in investments,
$5.3 million in cash and cash equivalents and $2 million in other assets.
Liabilities of Security consisted of deposits of $39 million and other
liabilities of $1 million and equity of $5.8 million.

Material Changes in Results of Operations

    Total interest income for the second quarter of 1996 increased $1,908,000
or 54%, when compared to the second quarter of 1995.  Total interest income for
the first six months of 1996 increased $3,667,000 or 53%, when compared to the
first six months of 1995.  Interest income from loans increased $1,871,000 or
70% and $3,444,000 or 66%, when compared to the second quarter and the first
six months of 1995, respectively.  The increases are due to the addition of
interest income from Security Bank's loan portfolio and the addition of
approximately $40 million of loans secured by real estate in the Atlanta
Metropolitan area originated by BancMortgage.  Loan yields decreased by 1.31%
to 9.77% for the second quarter of 1996 when compared to yields of 9.90% for
the second quarter of 1995.

    Interest income from investment securities decreased $28,000 or 3% for the
second quarter of 1996 when compared to the second quarter of 1995 primarily
due to the sale and maturities of investment securities in Habersham Bank's
portfolio during the second quarter of 1996.  Interest income from investment
securities increased $46,000 or 3% for the first six months of 1996 when
compared to the first six months of 1995 primarily due to the addition of
income from Security Bank's investment portfolio offset by reductions in
Habersham Bank's investment portfolio.  Average yields on investment
securities increased 2.19% to 6.06% for the second quarter of 1996 when
compared to 5.93% for the second quart of 1995.

    Total interest expense for the second quarter of 1996 increased $900,000
or 59%, when compared to the second quarter of 1995.  Total interest expense
for the first six months of 1996 increased $1,754,000 or 59%, when compared to
the first six months of 1995.  Interest expense on deposits increased $770,000
or 51%, when compared to the second quarter of 1995 and $1,632,000 or 57% for
the first six months of 1996, when compared to the first six months of 1995.
The increases in interest expense on deposit accounts were primarily due to the
addition of approximately $1,274,000 in interest expense  resulting from an
increase in the average balance of Security Bank's deposit portfolio of
approximately $47 million, as well as increases in the average balance of
Habersham Bank's deposit portfolio of approximately $17 million or 10% when
compared to June 30, 1995.  Consolidated average rates on deposits also
increased during the second quarter of 1996, when compared to the second
quarter of 1995 as follows; IMMA & NOW  -  from 3.05% to 3.29%; Savings - from
2.75% to 3.00%; Certificates of Deposit and IRA - from 5.49% to 5.85%.



                                      9

<PAGE>   10

    Other interest expense increased approximately $130,000 or 361% for the
second quarter of 1996 when compared to the second quarter of 1995 and
increased approximately $122,000 or 116% for the first six months of 1996, when
compared to the first six months of 1995.  These increases were primarily due
to increases in Federal Home Loan Bank advances of approximately $19 million or
514% when compared to June 30, 1995.

    Net interest income increased approximately $1,008,000 or 50%, for the
second quarter of 1996 when compared to the second quarter of 1995 and
increased approximately $1,913,000 or 49%, for the first six months of 1996
when compared to the first six months of 1995, as a result of the items
discussed above.

    Other income increased $74,000 or 30% for the second quarter of 1996 and
$196,000 or 39% for the first six months of 1996 when compared to the same
periods in 1995, respectively.  The increases were due to the addition of other
income related to Security Bank offset by decreased service charge and
commission activity.

    Other expenses increased $992,000 or 57% for the second quarter of 1996
and $1,775,000 or 51%, for the first six months of 1996, when compared to the
same periods in 1995, respectively.  The increases were due to the addition of
approximately $917,000 of expenses related to Security Bank and expenses of
approximately $358,000 related to BancMortgage operations.

Liquidity and Capital Resources

    Habersham Bank's liquidity policy requires that the ratio of cash and
certain short-term investments to net withdrawable deposit accounts be at least
20% and Security Bank's liquidity policy requires a minimum of 30%.  The
following table lists the liquidity ratios for the Banks at June 30, 1996.

<TABLE>
           <S>                      <C>
           Habersham Bank           23.35%
           Security State Bank      32.88%
</TABLE>

    At June 30, 1996, Habersham Bank and Security Bank were required to have
minimum Tier 1 and total capital ratios of 4% and 8%, respectively.
Additional, the Banks are required to maintain a leverage ratio (Tier 1 capital
to total assets) of at least 4%.  The Banks' ratios at that date follow:

<TABLE>
                                Habersham        Security State
                                   Bank              Bank                      
           <S>                    <C>               <C>
           Tier 1                 11.52%            14.46%
           Total Capital          12.69%            15.72%
           Leverage                8.47%            11.41%
</TABLE>

    While management believes that the current level of internal capital is
sufficient for current and foreseeable needs of the Company, capital needs are
continually evaluated by management.



                                     10
<PAGE>   11

                                    PART II
                               OTHER INFORMATION

Item 1.  Legal Proceedings.
                        none

Item 2.  Changes in securities.
                        none

Item 3.  Defaults upon senior securities.
                        none

Item 4.  Submission of matters to a vote of security holders.
         (a)  The regular annual meeting of the shareholders of the Company was
held on April 20, 1996.

         (b)  The business conducted at the meeting included the election of the
Board of Directors.  The Directors elected at the meeting were:  Thomas A.
Arrendale, Jr., Thomas A. Arrendale, III, James J. Holcomb, James A. Stapleton,
Jr., David D. Stovall, C. Kenneth White, and Calvin R. Wilbanks.

At the registrant's Annual Meeting of Shareholders of April 20, 1996, the
shareholders elected directors to serve for a term of one year or until their
successors are duly qualified and elected.  The following table sets forth the
number of votes cast and withheld with respect to each nominated director.
Abstentions and broker non-votes are also listed for each nominee.

<TABLE>

Name                        Votes For   Votes Against  Abstentions & Non-Votes
- ----                        ---------   -------------  -----------------------
<S>                         <C>              <C>             <C>
Thomas A. Arrendale, Jr.    1,783,477        2,628           0
Thomas A. Arrendale, III    1,783,477        2,628           0
David D. Stovall            1,783,477        2,628           0
James J. Holcomb            1,783,477        2,628           0
James A. Stapleton, Jr.     1,783,477        2,628           0
C. Kenneth White            1,783,477        2,628           0
Calvin R. Wilbanks          1,783,477        2,628           0
</TABLE>

         (c)  The shareholders also approved the Habersham Bancorp 1996
Incentive Stock Option Plan by the following votes:

<TABLE>

                            Votes For   Votes Against  Abstentions & Non-Votes
                            ---------   -------------  -----------------------
                            <S>             <C>          <C>
                            1,684,411       99,584       2,110
</TABLE>

Item 5.  Other information.

                        none

Item 6.  Exhibits and reports on Form 8-K.
                        (a)  Financial Data Schedule (for SEC use only)
     



                                     11
<PAGE>   12

                        (b)  none




                                   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.


                                        HABERSHAM BANCORP
                                        -----------------
                                           (Registrant)                       



Date August 8, 1996              /S/ David D. Stovall
     -----------------           --------------------
                                 President and
                                 Chief Financial Officer
                                 (for the Registrant and as the
                                  Registrant's principal financial and
                                  accounting officer)










                                     12



<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       5,347,000
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                            10,210,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 33,920,000
<INVESTMENTS-CARRYING>                      18,188,000
<INVESTMENTS-MARKET>                        18,097,000
<LOANS>                                    182,854,000
<ALLOWANCE>                                  2,376,000
<TOTAL-ASSETS>                             261,483,000
<DEPOSITS>                                 208,454,000
<SHORT-TERM>                                23,751,000
<LIABILITIES-OTHER>                          2,916,000
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