<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] 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 registrant as specified in its charter)
Georgia 58-1563165
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
282 Historic HWY 441 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
stock, as of the latest practicable date:
2,684,851 shares, common stock, $1.00 par value, as of October 31, 1999
<PAGE> 2
Item. 1 Financial Statements
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (dollars in thousands)
<TABLE>
<CAPTION>
ASSETS SEPTEMBER 30, 1999 DECEMBER 31, 1998
<S> <C> <C>
Cash and due from banks $ 14,621 $ 5,799
Federal funds sold -- 8,300
Investment securities available for sale
(cost of $40,056 at September 30, 1999 and
$45,492 at December 31, 1998) 39,413 46,340
Investment securities held to maturity
(estimated fair values of $14,351 at
September 30, 1999 and $15,889 at
December 31, 1998) 14,449 15,610
Trading securities 2,174 3,495
Other investments 5,541 4,194
Loans held for sale 38,803 72,163
Loans 290,394 209,735
Less allowance for loan losses (2,967) (2,709)
--------- ---------
Loans, net 287,427 207,026
--------- ---------
Goodwill and other intangible assets 3,106 3,321
Other assets 19,144 17,821
--------- ---------
TOTAL ASSETS $ 424,678 $ 384,069
========= =========
LIABILITIES
Noninterest bearing deposits $ 29,217 $ 28,408
Interest bearing deposits 263,847 252,045
Short-term borrowings and Federal funds
purchased 23,275 140
Other borrowings 1,950 2,700
Federal Home Loan Bank advances 58,112 53,811
Other liabilities 12,816 14,751
--------- ---------
TOTAL LIABILITIES 389,217 351,855
--------- ---------
SHAREHOLDERS' EQUITY
Common stock, $1.00 par value,
10,000,000 shares authorized;
2,684,851 and 2,448,267 shares issued and
outstanding at September 30, 1999 and
December 31, 1998, respectively 2,685 2,448
Additional paid-in capital 12,287 9,445
Retained earnings 20,914 20,058
Accumulated other comprehensive income (loss) (425) 263
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 35,461 32,214
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 424,678 $ 384,069
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 3
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) For the Three-Month Periods Ended September 30, 1999 and 1998
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
INTEREST INCOME 1999 1998
<S> <C> <C>
Loans $ 7,458 $ 6,407
Investment securities 719 773
Federal funds sold 19 109
Other 107 77
----------- ----------
TOTAL INTEREST INCOME 8,303 7,366
INTEREST EXPENSE
Time deposits, $100,000 and over 854 823
Other deposits 2,323 2,427
Short-term and other borrowings, primarily
FHLB advances 988 603
----------- ----------
TOTAL INTEREST EXPENSE 4,165 3,853
NET INTEREST INCOME 4,138 3,513
Provision for loan losses 224 149
----------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 3,914 3,364
OTHER INCOME
Gain on sale of loans 2,488 3,166
Loan fee income 900 885
Service charges on deposits 159 148
Other service charges and commissions 83 67
Travel service income 185 284
Unrealized loss on trading securities (276) --
Other income 453 315
----------- ----------
Total other income 3,992 4,865
OTHER EXPENSES
Salary and employee benefits 4,719 4,666
Occupancy 798 713
Travel service expense 164 259
Computer services 90 157
General and administrative expense 1,484 1,630
----------- ----------
Total other expense 7,255 7,425
INCOME BEFORE INCOME TAXES 651 804
Income tax expense 156 200
----------- ----------
NET INCOME $ 495 $ 604
=========== ==========
NET INCOME PER COMMON SHARE - BASIC $ .18 $ .25
=========== ==========
NET INCOME PER COMMON SHARE - DILUTED $ .18 $ .24
=========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 2,684,666 2,414,278
=========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES OUTSTANDING 2,684,666 2,484,695
=========== ==========
Dividends per share $ .05 $ .04
=========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 4
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) For the Nine-Month Periods Ended September 30, 1999 and 1998
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
INTEREST INCOME 1999 1998
<S> <C> <C>
Loans $ 20,313 $ 18,644
Investment securities 2,270 2,203
Federal funds sold 101 438
Other 385 217
----------- ----------
TOTAL INTEREST INCOME 23,069 21,502
INTEREST EXPENSE
Time deposits, $100,000 and over 2,383 2,432
Other deposits 6,675 7,265
Short-term and other borrowings, primarily
FHLB advances 2,555 1,426
----------- ----------
TOTAL INTEREST EXPENSE 11,613 11,123
NET INTEREST INCOME 11,456 10,379
Provision for loan losses 677 467
----------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 10,779 9,912
OTHER INCOME
Gain on sale of loans 7,576 6,976
Loan fee income 2,306 2,045
Service charges on deposits 485 457
Other service charges and commissions 234 190
Travel service income 763 944
Unrealized loss on trading securities (725) --
Other investment securities gains, net 16 34
Other income 992 704
----------- ----------
Total other income 11,647 11,350
OTHER EXPENSES
Salary and employee benefits 13,477 11,914
Occupancy 2,267 2,026
Travel service expense 684 862
Computer services 397 457
General and administrative expense 4,004 4,101
----------- ----------
Total other expense 20,829 19,360
INCOME BEFORE INCOME TAXES 1,597 1,902
Income tax expense 350 436
----------- ----------
NET INCOME $ 1,247 $ 1,466
=========== ==========
NET INCOME PER COMMON SHARE - BASIC $ .48 $ .61
=========== ==========
NET INCOME PER COMMON SHARE - DILUTED $ .48 $ .59
=========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 2,582,567 2,412,082
=========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES OUTSTANDING 2,582,567 2,500,219
=========== ==========
Dividends per share $ .15 $ .12
=========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 5
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) For the Nine-Month Periods Ended September 30, 1999 and 1998
(dollars in thousands)
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES: 1999 1998
<S> <C> <C>
Net income $ 1,247 $ 1,466
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Provision for loan losses 677 467
Provision for ORE losses -- 42
Depreciation 1,041 974
Gain on sale of investment securities (16) (34)
Gain on sale of premises and equipment -- (6)
Proceeds from sale of trading securities 596 --
Unrealized holding loss on trading securities 725 --
Gain on sale of other real estate (16) (35)
Net gain on sale of loans (7,576) (6,976)
Amortization of intangible assets 243 204
Deferred income tax benefit (24) (24)
Equity in undistributed earnings of other
investment (143) --
Proceeds from sale of loans held for sale 456,110 407,864
Net increase in loans held for sale (416,019) (444,139)
Changes in assets and liabilities:
Increase in interest receivable (357) (42)
Decrease (increase) in other assets 38 (613)
(Decrease) increase in interest payable (486) 334
(Decrease) increase in other liabilities (1,449) 11,415
--------- ---------
Net cash provided by (used in) operating activities 34,591 (29,103)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment securities available for sale:
Proceeds from maturity 9,278 8,554
Proceeds from sale 5,016 2,564
Purchases (8,393) (24,297)
Investment securities held to maturity:
Proceeds from maturity 1,360 1,601
Purchases (199) (6,602)
Other investments:
Proceeds from sale 7,218 2,927
Purchases (5,486) (7,149)
Net cash paid for purchase of CB Financial Corp
common stock (116) --
Loans:
Proceeds from sale 32,970 48,250
Net increase in loans (113,864) (41,282)
Purchases of premises and equipment (1,260) (790)
Proceeds from sale of premises and equipment -- 78
Proceeds from sale of other real estate 270 260
--------- ---------
Net cash used in investing activities (73,206) (15,886)
--------- ---------
</TABLE>
<PAGE> 6
HABERSHAM BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
(Unaudited) For the Nine-Month Periods Ended September 30, 1999 and 1998
(dollars in thousands)
<TABLE>
<CAPTION>
CASH FLOWS FROM FINANCING ACTIVITIES: 1999 1998
<S> <C> <C>
Net increase in deposits 12,611 7,594
Net increase in short-term borrowings 22,385 371
Proceeds from Federal Home Loan
Bank advances, net 4,301 22,354
Cash dividends paid (391) (290)
Issuance of common stock 396 91
Purchase and retirement of common stock (165) --
-------- --------
Net cash provided by financing activities 39,137 30,120
-------- --------
Increase (decrease) in cash and cash equivalents 522 (14,869)
CASH AND CASH EQUIVALENTS: BEGINNING OF PERIOD 14,099 29,808
-------- --------
CASH AND CASH EQUIVALENTS: END OF PERIOD $ 14,621 $ 14,939
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 12,100 $ 10,789
Income taxes 175 140
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
Stock issued for purchase of CB Financial Corp.
common stock $ 2,848 $ --
Other real estate acquired through loan foreclosures 871 687
Loans granted to facilitate the sale
of other real estate 210 415
Unrealized gain (loss) on investment securities
available for sale, net of tax effect (688) 146
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 7
HABERSHAM BANCORP AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
1. Basis of Presentation
The condensed consolidated 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 presentation of the results of the interim periods reflected. Certain
information and note 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 1998 consolidated financial statements
and notes thereto, included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
Certain reclassifications have been made to the prior periods in order
to conform to classifications adopted in the current period.
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-K for the fiscal year ended December 31, 1998. The
Company has consistently followed those policies in preparing this report.
3. Comprehensive Income
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income". This statement established standards for reporting and
display of comprehensive income and its components in a full set of general
purpose financial statements. SFAS No. 130 requires all items that are required
to be recognized under accounting standards as components of comprehensive
income be reported in a financial statement that is displayed in equal
prominence with the other financial statements. The term "comprehensive income"
is used in the statement to describe the total of all components of
comprehensive income including net income. "Other comprehensive income" refers
to revenues, expenses, gains, and losses that are included in comprehensive
income but excluded from earnings under current accounting standards. Currently,
other comprehensive income for the Company consists of items previously recorded
directly in equity under SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities". The Company adopted SFAS No. 130 effective January
1, 1998. Comprehensive income for the nine months ended September 30, 1999 and
1998 was $559,000 and $1,612,000, respectively, and three months ended September
30, 1999 and 1998 was $464,000 and $801,000, respectively.
<PAGE> 8
4. Recent Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 is effective for financial
statements for all fiscal quarters of all fiscal years beginning after June 15,
1999. In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133, An Amendment of FASB Statement No. 133." SFAS No. 133, as
amended, is now effective for all fiscal quarters of all fiscal years beginning
after June 15, 2000. The Company does not believe the provisions of SFAS No. 133
will have a significant impact on the financial statements, as the Company does
not have a material amount of derivative instruments.
In October 1998, the FASB issued SFAS No. 134, "Accounting for
Mortgage-backed Securities Retained After the Securitization of Mortgage Loans
Held for Sale by a Mortgage-Banking Enterprise", an amendment of FASB Statement
No. 65. SFAS No. 134 is effective for the first quarter beginning after December
15, 1998. The provisions of SFAS No. 134 did not have a significant impact on
the consolidated financial statements upon adoption.
5. Segment Information
The Company has two significant reportable segments: banking and
mortgage banking. The Company offers traditional banking services through
Habersham Bank. The Company originates and sells loans in the secondary market
through its mortgage banking segment, BancMortgage Financial Corp.
The accounting policies of the segments are the same as those described
in the summary of significant accounting policies. The Company evaluates
performance based on net income of the respective segments.
<PAGE> 9
At and for the three months ended September 30, 1999
<TABLE>
<CAPTION>
Mortgage
Banking Banking Eliminations Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Interest income $ 7,493 $ 996 $ (201) $ 15 $ -- $ 8,303
Interest expense 3,761 567 (201) 38 -- 4,165
Provision for loan losses 40 184 -- -- -- 224
Gain on sale of loans 127 2,361 -- -- -- 2,488
Other noninterest income 586 1,654 (855) 439 (320) 1,504
Depreciation on premises &
equipment 221 113 -- 16 -- 350
Other noninterest expense 2,849 4,144 (500) 732 (320) 6,905
Income tax expense (benefit) 333 58 (116) (119) -- 156
Net income (loss) 833 102 (224) (216) -- 495
Total assets $397,743 $42,471 $(17,710) $ 2,493 $(319) $424,678
</TABLE>
At and for the three months ended September 30, 1998
<TABLE>
<CAPTION>
Mortgage
Banking Banking Eliminations Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Interest income $ 6,514 $ 1,222 $ (370) $ -- -- $ 7,366
Interest expense 3,450 773 (370) -- -- 3,853
Provision for loan losses 149 -- -- -- -- 149
Gain on sale of loans 327 2,839 -- -- -- 3,166
Other noninterest income 504 1,314 (475) 646 (290) 1,699
Depreciation on premises &
equipment 223 90 -- 13 -- 326
Other noninterest expense 2,903 4,191 (580) 875 (290) 7,099
Income tax expense (benefit) 97 139 37 (73) -- 200
Net income (loss) 472 230 72 (170) -- 604
Total assets $325,705 $82,496 $(39,758) $ 3,965 $(754) $371,654
</TABLE>
<PAGE> 10
At and for the nine months ended September 30, 1999
<TABLE>
<CAPTION>
Mortgage
Banking Banking Eliminations Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Interest income $ 20,582 $ 3,035 $ (617) $ 69 $ -- $ 23,069
Interest expense 10,257 1,841 (617) 132 -- 11,613
Provision for loan losses 195 482 -- -- -- 677
Gain on sale of loans 363 7,213 -- -- -- 7,576
Other noninterest income 1,753 3,866 (1,883) 1,294 (959) 4,071
Depreciation on premises &
equipment 662 328 -- 51 -- 1,041
Other noninterest expense 8,307 11,488 (1,439) 2,391 (959) 19,788
Income tax expense (benefit) 752 111 (148) (365) -- 350
Net income (loss) 2,178 197 (287) (841) -- 1,247
Total assets 397,743 $42,471 $(17,710) $ 2,493 $(319) $424,678
</TABLE>
At and for the nine months ended September 30, 1998
<TABLE>
<CAPTION>
Mortgage
Banking Banking Eliminations Other Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
Interest income $ 19,588 $ 2,768 $ (854) $ -- -- $ 21,502
Interest expense 10,139 1,838 (854) -- -- 11,123
Provision for loan losses 467 -- -- -- -- 467
Gain on sale of loans 476 6,500 -- -- -- 6,976
Other noninterest income 1,457 3,340 (1,520) 1,972 (875) 4,374
Depreciation on premises &
equipment 670 275 -- 29 -- 974
Other noninterest expense 8,118 9,840 (1,310) 2,613 (875) 18,386
Income tax expense (benefit) 389 318 (68) (203) -- 436
Net income (loss) 1,552 521 (132) (475) -- 1,466
Total assets $325,705 $82,496 $(39,758) $ 3,965 $(754) $371,654
</TABLE>
6. Business Acquisitions
In May 1999, the Company exercised its previously acquired option to
purchase a 45.91% interest (27,574 shares) in CB Financial Corp. ("CB"),
Warrenton, Georgia at a total cost of $2,963,351. The investment in CB is
accounted for using the equity method.
<PAGE> 11
Item. 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations.
HABERSHAM BANCORP AND SUBSIDIARIES
Organization
Habersham Bancorp (the "Company") owns all of the outstanding stock of
Habersham Bank ("Habersham Bank"), Security State Bank and The Advantage Group,
Inc. Habersham Bank owns all of the outstanding stock of BancMortgage Financial
Corp ("BancMortgage"), Appalachian Travel Service, Inc. ("Appalachian") and
Advantage Insurers, Inc. ("Advantage Insurers"). Effective June 30, 1999, the
Company consolidated the charters of Habersham Bank and Security State Bank. As
a result, Security State Bank now functions as a division of Habersham Bank.
Effective September 30, 1999, the Company discontinued operations of its travel
agency subsidiary, Appalachian.
BancMortgage was organized in 1996 as a full service mortgage and
construction lending company located in the northern Atlanta Metropolitan area.
During the third quarter of 1997 BancMortgage acquired the assets and certain
liabilities of The Prestwick Mortgage Group, a national investment banking and
advisory firm specializing in the brokerage and evaluation of mortgage-related
assets for approximately $60,000. As a result of the acquisition, BancMortgage
does business as The Prestwick Mortgage Group and as BancFinancial Services
Corporation, a full-service wholesale mortgage lender specializing in sub-prime
mortgage loans, in the mid-Atlantic area.
Advantage Insurers, which began operations March 31, 1997, offers a
full line of property, casualty and life insurance products. The Advantage
Group, Inc. is a non-bank subsidiary which provides marketing and advertising
services. The Advantage Group, Inc., Appalachian, and Advantage Insurers do not
comprise a significant portion of the financial position, results of operations
or cash flows of the Company for the nine-month period ended September 30, 1999.
Management's discussion and analysis, which follows, relates primarily
to Habersham Bank and BancMortgage.
Forward Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q and
the exhibits hereto which are not statements of historical fact constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act (the "Act"). In addition, certain statements in future
filings by the Company with the Securities and Exchange Commission, in press
releases, and in oral and written statements made by or with the approval of the
Company which are not statements of historical fact constitute forward-looking
statements within the meaning of the Act. Examples of forward-looking statements
include, but are not limited to: (1) projections of revenues, income or loss,
earnings or loss per share, the payment or non-payment of dividends, capital
structure and other financial items; (2) statements of plans and objectives of
the Company or its management or Board of Directors, including those relating to
products or services; (3) statements of future economic performance; and (4)
statements of assumptions underlying such statements. Words such as "believes,"
"anticipates," "expects," "intends," "targeted," and similar expressions are
intended to identify forward-looking statements but are not the exclusive means
of identifying such statements.
<PAGE> 12
Forward-looking statements involve risks and uncertainties which may
cause actual results to differ materially from those in such statements. Facts
that could cause actual results to differ from those discussed in the
forward-looking statements include, but are not limited to: (1) the strength of
the U.S. economy in general and the strength of the local economies in which
operations are conducted; (2) the effects of and changes in trade, monetary and
fiscal policies and laws, including interest rate policies of the Board of
Governors of the Federal Reserve System; (3) inflation, interest rate, market
and monetary fluctuations; (4) the timely development of and acceptance of new
products and services and perceived overall value of these products and services
by users; (5) changes in consumer spending, borrowing and saving habits; (6) the
impact of Year 2000 and technological changes; (7) acquisitions; (8) the ability
to increase market share and control expenses; (9) the effect of changes in laws
and regulations (including laws and regulations concerning taxes, banking,
securities and insurance) with which the Company and its subsidiaries must
comply; (10) the effect of changes in accounting policies and practices, as may
be adopted by the regulatory agencies as well as the Financial Accounting
Standards Board; (11) changes in the Company's organization, compensation and
benefit plans; (12) the costs and effects of litigation and of unexpected or
adverse outcomes in such litigation; and (13) the success of the Company at
managing the risks involved in the foregoing.
Such forward-looking statements speak only as of the date on which such
statements are made, and the Company undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events.
Material Changes in Financial Condition
The Company's total assets increased approximately $41 million during
the first nine months of 1999 primarily as a result of increases in commercial
lending activity and in real estate mortgage activity of approximately $74
million offset by reduction in mortgage loans held for sale of approximately $33
million. The increase was funded primarily by short-term borrowings of
approximately $27 million and increases in the certificate of deposit portfolio
at Habersham Bank of approximately $13 million.
Nonperforming assets consist of nonaccrual loans, accruing loans 90
days past due, restructured loans, and other real estate owned. Nonperforming
assets decreased $928,000 or 17.14% from December 31, 1998 to September 30,
1999. The decrease during 1999 was primarily due to decreases in 90 days past
due loans, nonaccrual loans and restructured loans of approximately $461,000,
$807,000, and $67,000, respectively, offset by increases in other real estate
owned of approximately $407,000 arising from BancMortgage operations.
Additions to the allowance for loan losses are made periodically to
maintain the allowance at an appropriate level based upon management's analysis
of risk in the loan portfolio. The balance of the allowance for loan losses is
in accordance with the internal calculation of the allowance for loan losses
which considers factors such as classified and past due loans as well as
portfolio growth and diversification. A provision for loan losses in the amount
of $224,000 was charged to expense for the quarter ended September 30, 1999. Net
charge-offs, totaling $345,000, exceeded the provision for the third quarter. At
September 30, 1999 and December 31, 1998, the ratio of allowance for loan losses
to total loans was 1.02% and 1.29%, respectively. Management considers the
current allowance for loan losses appropriate based upon its analysis of the
potential risk in the portfolio, although
<PAGE> 13
there can be no assurance that the assumptions underlying such analysis will
continue to be correct.
The Company had impaired loans of $1,202,353 and $2,009,258 as of
September 30, 1999 and December 31, 1998, respectively. Impaired loans consist
of loans on nonaccrual status. The interest income recognized on such loans for
the nine-month periods ended September 30, 1999 and 1998 was not material.
The Company's other real estate totaled $1,947,200 and $1,539,900 as of
September 30, 1999 and December 31, 1998, respectively. The increase is due to
the foreclosure of residential and commercial properties totaling approximately
$680,000 and $191,000, respectively, offset by the sale of residential and
commercial property totaling approximately $294,000 and $170,000, respectively.
Material Changes in Results of Operations
Total interest income for the third quarter of 1999 increased $937,000
or 12.72%, when compared to the third quarter of 1998. Total interest income for
the first nine months of 1999 increased $1,567,000 or 7.29%, when compared to
the first nine months of 1998.
Interest income from loans for the third quarter of 1999 increased
$1,051,000 or 16.40% when compared to the third quarter of 1998. Interest income
from loans for the first nine months of 1999 increased $1,669,000 or 8.95%, when
compared to the first nine months of 1998. This increase was primarily due to
increases in the loan portfolio of Habersham Bank offset by declining yields on
loans for the third quarter and the first nine months of 1999. Average yields on
loans decreased by .39% to 9.13% for the first nine months of 1999 compared to
average yields on loans of 9.52% for the first nine months of 1998.
Interest income from investment securities decreased $54,000 or 6.99%
for the third quarter of 1999 when compared to the third quarter of 1998.
Interest income from investment securities increased $67,000 or 3.04% for the
first nine months of 1999, when compared to the first nine months of 1998. The
increase in interest income from investments was primarily due to increases in
the investment portfolios of Habersham Bank offset by declining yields on
investment securities for the third quarter and the first nine months of 1999.
Average yields on investment securities decreased by .29% to 5.25% for the first
nine months of 1999 compared to 5.54% for the first nine months of 1998.
Total interest expense for the third quarter of 1999 increased $312,000
or 8.10%, when compared to the third quarter of 1998. Total interest expense for
the first nine months of 1999 increased $490,000 or 4.41% when compared to the
first nine months of 1998. Interest expense on deposits for the third quarter of
1999 decreased $73,000 or 2.25%, when compared to the third quarter of 1998.
Interest expense on deposits for the first nine months of 1999 decreased
$639,000 or 6.59%, when compared to the first nine months of 1998. The decrease
is due to changes in the mix of the deposit portfolio and a declining interest
rate environment for the third quarter and first nine months of 1999. Total
average deposits increased approximately $15 million or 5.57% during the first
nine months of 1999 when compared to the first nine months of 1998. Average
interest bearing deposit accounts, certificates of deposit, and noninterest
bearing deposit accounts, increased approximately $7 million, $5 million, and $3
million, respectively, during that period. Average rates on deposits decreased
by .52% to 5.44% during the first nine months of 1999 compared to 5.96% for the
first nine months of 1998.
<PAGE> 14
Interest expense on short-term and other borrowings for the third
quarter of 1999 increased $385,000 or 63.85% when compared to the third quarter
of 1998. Interest expense on short-term and other borrowings for the first nine
months of 1999 increased $1,129,000 or 79.17% when compared to the first nine
months of 1998. The increase is primarily due to an increase in average
borrowings, used primarily to fund lending activity, of approximately $28
million or 82.12% when compared to the first nine months of 1998. Average rates
on borrowings decreased by .09% to 5.44% for the first nine months of 1999
compared to 5.53% for the first nine months of 1998.
Net interest income increased approximately $625,000 or 17.79%, for the
third quarter of 1999 when compared to the third quarter of 1998. Net interest
income increased $1,077,000 or 10.38% when compared to the first nine months of
1998 as a result of the items discussed above.
The net interest margin of the Company, net interest income divided by
average earning assets, was 4.19% for the first nine months of 1999 as compared
to 5.30% for the first nine months of 1998. The decrease in net interest margin
resulted primarily from a decrease in the yield on loans and a decrease in the
yield on investment securities offset by an increase in the average balances in
other borrowings.
Other income decreased $873,000 or 17.94% for the third quarter of 1999
over the same period in 1998. This decrease was due primarily to decreases in
gains on sale of loans and travel affiliate income of approximately $678,000 and
$99,000, respectively, offset by increases in loan fees, service charges on
deposit accounts, and other noninterest income of approximately $15,000,
$11,000, and $154,000, respectively. Other income for the third quarter of 1999
was also impacted by an unrealized holding loss of approximately $276,000 on the
Company's trading securities which are subject to changes in market values.
Other income increased $297,000 or 2.62% for the first nine months of 1999 over
the same period in 1998. This increase was due primarily to increases in gains
on sale of loans, loan fees, service charges on deposit accounts, and
noninterest income of approximately $600,000, $261,000, $28,000, and $140,000,
respectively, offset by an unrealized holding loss of $732,000 on the Company's
trading securities.
Other expenses decreased $170,000 or 2.29% for the third quarter of
1999 over the same period in 1998. This decrease was primarily due to reductions
in general and administrative expense, travel affiliate expense, and data
processing expense of approximately $146,000, $95,000, and $67,000,
respectively, offset by increases in salary and employee benefits and occupancy
expenses. The Company has reduced expenses as a result of the consolidation of
the charters of Habersham Bank and Security State Bank, effective June 30, 1999.
Other expenses increased $1,469,000 or 7.59% for the first nine months of 1999
over the same period in 1998. This increase was due to increased salary and
employee benefits and occupancy expenses of approximately $1,563,000 and
$251,000, respectively, offset by decreases in general and administrative
expenses, repossessed property expense, data processing expense, and travel
affiliate expense of approximately $76,000, $20,000, $60,000, and $178,000,
respectively. Salary and employee benefits increased primarily due to the
production volume generated by BancMortgage which compensates staff by
commissions that are directly related to production volume, as well as annual
salary adjustments.
Income tax expense for the three months ended September 30, 1999 and
1998 was $156,000 and $200,000, respectively. Income tax expense for the nine
months ended September 30, 1999 and 1998 was $350,000 and $436,000,
respectively. The effective tax rate for the nine months ended September 30,
1999 and 1998 was 21.92% and 22.92%,
<PAGE> 15
respectively. The effective tax rate decreased due to an increase in tax exempt
security income as a percentage of income before income taxes.
Liquidity and Capital Resources
Liquidity management involves the matching of cash flow requirements of
customers, either depositors withdrawing funds or borrowers needing loans, and
the ability of the Company to meet those requirements. In order to permit active
and timely management of assets and liabilities, these accounts are monitored
regularly in regard to volume, mix and maturity. The Company's liquidity
position depends primarily upon the liquidity of its assets relative to its need
to respond to short-term demand for funds caused by withdrawals from deposit
accounts and loan funding commitments. Primary sources of liquidity are
scheduled payments on the Company's loans and interest on and maturities of its
investments.
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%. Habersham Bank's liquidity ratio was 25.25% at September 30, 1999.
Habersham Bank has established various sources of funds to be used in
the management of its liquidity position. Federal funds agreement guidelines
totaling $20 million have been provided by Compass Bank, The Bankers Bank,
National Bank of Commerce, Birmingham and SunTrust Bank of Atlanta. Repurchase
agreement guidelines are collateral based and are open with National Bank of
Commerce, Birmingham, and Compass Bank of Birmingham, Alabama. Also established
is a borrowing arrangement for advances with a total available credit line of
$90 million at the Federal Home Loan Bank of Atlanta.
At September 30, 1999, Habersham Bancorp and Habersham Bank were
required to have minimum Tier 1 and total capital ratios of 4% and 8%,
respectively. Additionally, the Company and the Bank are required to maintain a
leverage ratio (Tier 1 capital to average assets) of at least 4%. The Company
and the Bank's ratios at September 30, 1999 follow:
<TABLE>
<CAPTION>
Habersham Habersham
Bank Bancorp
<S> <C> <C>
Tier 8.88% 10.29%
Total Capital 9.83% 11.23%
Leverage 6.79% 7.97%
</TABLE>
Interest Rate Sensitivity
The objective of asset and liability management is to manage and
measure the level and volatility of earnings and capital by controlling interest
rate risk. To accomplish this objective, management makes use of interest rate
and income simulation models to perform current and dynamic projections of
interest income and equity, as well as more traditional asset and liability
management methods.
The Company's historical performance in various economic climates is
considered by management in making long-term asset and liability decisions for
the Company.
The relative interest rate sensitivity of the Company's assets and
liabilities indicates the extent to which the Company's net interest income may
be affected by interest rate movements. The Company's ability to reprice assets
and liabilities in the same dollar amounts and at the same time minimizes
interest rate risks. One method of measuring the impact of interest rate changes
on net interest income is to
<PAGE> 16
measure, in a number of time frames, the interest sensitivity gap, by
subtracting interest sensitive liabilities from interest sensitive assets, as
reflected in the following table. Such interest sensitivity gap represents the
risk, or opportunity, in repricing. If more assets than liabilities are repriced
at a given time in a rising rate environment, net interest income improves; in a
declining rate environment, net interest income deteriorates. Conversely, if
more liabilities than assets are repriced while interest rates are rising, net
interest income deteriorates; if interest rates are falling, net interest income
improves.
The interest rate sensitivity analysis, calculated as of September 30,
1999, below has a three month negative gap of approximately $47 million
(interest bearing liabilities exceeding interest earning assets repricing within
three months).
<TABLE>
<CAPTION>
DUE IN DUE AFTER DUE AFTER DUE AFTER DUE AFTER TOTAL
THREE THREE THROUGH SIX THROUGH ONE THROUGH FIVE
MONTHS SIX MONTHS TWELVE MONTHS FIVE YEARS YEARS
<S> <C> <C> <C> <C> <C> <C>
INTEREST EARNING ASSETS:
Federal funds sold $ -- $ --
Investment securities 207 $ 922 $ 1,340 $ 22,418 $28,975 53,862
Loans 140,974 24,551 34,266 79,024 50,382 329,197
--------- -------- --------- --------- ------- --------
Total interest earning assets 141,181 25,473 35,606 101,442 79,357 383,059
INTEREST BEARING LIABILITIES:
Deposits
Money Market and NOW 54,341 54,341
Savings 8,404 8,404
Certificates of deposit 44,037 56,442 57,456 43,167 -- 201,102
Borrowings 81,387 -- 1,950 -- -- 83,337
--------- -------- --------- --------- ------- --------
Total interest bearing
liabilities 188,169 56,442 59,406 43,167 -- 347,184
Excess (deficiency) of interest earning
assets over (to) interest bearing
liabilities $ (46,988) $(30,969) $ (23,800) $ 58,275 $79,357 $ 36,875
========= ======== ========= ========= ======= ========
Cumulative gap $ (46,988) $(77,957) $(101,757) $ (43,482) $35,875
Ratio of cumulative gap to total
cumulative earning assets (33.28%) (46.78%) (50.31%) (14.32%) 9.37%
Ratio of cumulative interest earning assets
to interest bearing liabilities 75.03% 68.13% 66.53% 87.48% 110.33%
</TABLE>
Management strives to maintain the ratio of cumulative interest earning
assets to cumulative interest bearing liabilities within a range of 60% to 140%.
YEAR 2000
The Company recognizes that there is a business risk in computerized
systems as the next century approaches. The Company has defined Year 2000
readiness as computerized systems used by the Company having the ability to:
1) correctly process dates before and after the year 2000, 2) recognize the year
2000 as a leap year, 3) accept and display dates unambiguously, and 4) process
logic dates that are used for "non-date functions."
The Company has developed an ongoing Action Plan designed to ensure
that its operational and financial systems will not be adversely affected by
failures due to processing errors arising from calculations using the Year 2000
date or other operations that are date sensitive. The Action Plan consists of
five phases: Awareness, Assessment, Remediation, Validation, and Implementation.
The Company has formed a Year 2000 committee assigned to this project and the
Boards of Directors and
<PAGE> 17
senior management of the Company and the Bank have established Year 2000
compliance as a strategic initiative. The Year 2000 Committee meets on a monthly
basis to monitor testing progress as well as all other aspects of the Year 2000
issue.
Assessment Phase - In the Assessment Phase, the Company inventoried all
hardware, software and non-computerized systems. Each inventory item has been
prioritized as to its Year 2000 compliance. The Company completed this phase
during the first quarter of 1998.
Awareness Phase - A Customer Awareness Committee was formed to develop a plan
for communication tools to be utilized throughout 1999 in an effort to ensure
that our customers are aware of the impact that Year 2000 issues may have on
their individual businesses and also to assure our customers that the Company is
making every effort to ensure the stability and continued service to our
customers into the next millennium. Communications tools used by the Customer
Awareness Committee include informational brochures, newsletters, seminars, toll
free telephone numbers, and contact personnel identified for each subsidiary.
Remediation and Validation Phases - As a part of the remediation phase, a Year
2000 Contingency Committee developed a business resumption contingency plan as
well as a business remediation contingency plan. This Year 2000 Contingency Plan
has been completed and approved by the Board of Directors. Validation of the
Plan has also been completed. The Plan addresses worst case scenarios such as
total or partial failure of our mainframe operating system as well as other
software that plays an integral part in the day to day operations of our
Company. The Plan details the resources and procedures necessary to manually
process transactions in the event the core systems do not function on January 1,
2000. Alternative methods of providing service in the event of other disasters,
such as a power failure, are also addressed in the plan. In addition, the
Company has made every attempt to address external risks, primarily credit and
liquidity, associated with our major customers and businesses. The way that
these material customers approach and comply with the Year 2000 will have a
potential significant impact on the Company. In an effort to identify and manage
the risks posed by those customers, the Company has identified material
customers; evaluated their Year 2000 preparedness through questionnaires and
interviews; assessed their Year 2000 risk to the Company; and implemented
appropriate controls to manage and mitigate their Year 2000 risk to the Company.
Currently, there are no significant customers which are rated as "high" Year
2000 risk and which the Company believes present a significant risk of loss. The
Year 2000 Contingency Plan has been completed and approved by the Board of
Directors.
Implementation Phase - Testing of our systems was substantially complete as of
December 31, 1998, with no Year 2000 problems having become apparent. The
Company's information technology ("IT") systems are comprised of third party
application and operating systems used in accounting functions related to
lending and deposit activities. The IT systems also consist of hardware, both
including main frame computer equipment and personal computers. Since the
Company is not the manufacturer of the products and systems on which it relies,
the Company has been working with our third party vendors to determine whether
there are any outstanding Year 2000 problems. All systems identified as mission
critical have been certified as Year 2000 compliant by vendors providing the
software applications or hardware. Non-IT systems, such as door security and
vault time locks which may be date sensitive, also have been identified and have
been included in the testing program of the Company.
<PAGE> 18
A Year 2000 Readiness Timeline shows the status of the Company's Year
2000 Action Plan covering 1998 and 1999:
<TABLE>
<CAPTION>
1998 1999
---- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th
------------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Y2K Action Plan approved X
Monthly Y2K Committee Meetings X X X X X X X
Quarterly Board Reports X X X X X X X
Assessment Phase completed X
Y2K Testing Plan & Manual approved X
Y2K Customer Awareness Program approved X
Y2K Contingency Plan approved X
Y2K Training Began X
Testing of mission critical systems began X
HB Phase II Exam completed by FDIC X
Analysis of Funds Takers and Providers completed X
Analysis of Fiduciary Services completed X
Testing of mission critical systems substantially complete X
SSB Phase II Exam completed by FDIC X
Y2K Coordinated Crisis Management Plan completed X
Y2K Liquidity Plan completed X
Customer Awareness 1999 Timeline completed X
Customer Outreach Program completed X
Y2K Contingency Plan testing began X
Y2K Contingency Plan testing completed X
Employee Training began X
Event Planning began X
Event Planing completed X
Community Y2K meetings held X
</TABLE>
Cost - At December 31, 1998, costs incurred for Year 2000 related upgrades of
computer equipment and software totaled approximately $15,000 and are included
in other operating expenses. A Year 2000 budget of less than $100,000 was
established for systems that must be upgraded or remediated during 1999. Costs
incurred related to Year 2000 of approximately $104,000 was expensed during the
third quarter of 1999.
Liquidity - In an attempt to ensure that the Banks have sufficient liquidity to
cover potential cash withdrawals prior to the Year 2000, the Year 2000
Contingency Plan requires monitoring of cash levels, communication with
depositors regarding Year 2000 readiness, the availability of FDIC deposit
insurance and ensuring that the Banks have available lines of credit to meet
immediate cash requirements.
Based on information currently available, while management anticipates
there could be isolated and intermittent disruptions of various services, there
is no expectation of extensive system failures that would have a material
adverse effect on the financial condition or results of operations of the
Company.
<PAGE> 19
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As of September 30, 1999, there was no substantial change from the interest rate
sensitivity analysis or the market value of portfolio equity for various changes
in interest rates calculated as of December 31, 1998. The foregoing disclosures
related to the market risk of the Company should be read in conjunction with the
Company's audited consolidated financial statements, related notes and
management's discussion and analysis of financial condition and results of
operations for the year ended December 31, 1998 included in the Company's 1998
Annual report on Form 10-K.
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.
None
Item 5. Other information.
None
Item 6. Exhibits, list and reports on FORM 8-K
(a) The registrant submits herewith as exhibits to this report on Form
10-Q the exhibits required by Item 601 of Regulation S-K, subject to Rule 12b-32
under the Securities Exchange Act of 1934.
<TABLE>
<CAPTION>
Exhibit No. Document
- ----------- --------
<S> <C>
3.1 Amended and restated Articles of Incorporation of Habersham Bancorp, as
amended. (1)
3.2 By-laws of Habersham Bancorp, as amended as of November 20, 1989 (2)
and as of March 16, 1991. (3)
10.1* Habersham Bancorp Savings Investment Plan, as amended and restated
March 17, 1990, and the related Trust Agreements, as amended March 17,
1990. (2)
10.2* Habersham Bancorp Incentive Stock Option Plan, as amended February 26,
1994. (4)
10.3* Habersham Bancorp Outside Directors Stock Option Plan. (5)
10.4* Habersham Bancorp 1996 Incentive Stock Option Plan. (6)
</TABLE>
<PAGE> 20
<TABLE>
<S> <C>
10.5* Mortgage Banking Agreement Dated as of January 2, 1996 among Habersham
Bancorp, Habersham Bank, BancMortgage Financial Corp. and Robert S.
Cannon and Anthony L. Watts. (7)
10.6 Option Agreement dated as of March 11, 1998 by and among Habersham
Bancorp and certain shareholders of Empire Bank Corp. (8)
11.1 Computation of Earnings Per Share.
27.0 Financial Data Schedule (for SEC use only).
- -------------
(1) Incorporated herein by reference to exhibit 3(a) in Amendment No. 1 to
Registrant's Registration Statement on Form S-4 (Regis. No. 33-57915).
(2) Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1989
(File No. 0-13153).
(3) Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1991
(File No. 0-13153).
(4) Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1993
(File No. 0-13153).
(5) Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1994
(File No. 0-13153).
(6) Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1995
(File No. 0-13153).
(7) Incorporated herein by reference to exhibit of same number in the
Registrant's Annual Report on Form 10-KSB for the year ended December 31, 1997
(File No. 0-13153).
(8) Incorporated herein be reference to exhibit of same number in the
Registrant's Annual Report on Form 10-Q for the quarter ended June 30, 1998
(File No. 0-13153).
</TABLE>
* Indicates the Registrant's plans, management contracts and compensatory
arrangements.
<PAGE> 21
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 November 12, 1999 /s/ David D. Stovall
------------------------------------
President and
Chief Financial Officer
(for the Registrant and as the
Registrant's principal financial and
accounting officer)
<PAGE> 1
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months ended Nine Months ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 495,189 $ 604,178 $ 1,246,737 $1,466,420
========== ========== =========== ==========
Weighted average number of common
and common equivalent shares:
Weighted average common shares outstanding 2,684,666 2,414,278 2,582,567 2,412,082
Shares issued from assumed exercise of
common stock equivalents(1) -- 70,417 -- 88,137
---------- ---------- ----------- ----------
Weighted average number of common and
common equivalent shares outstanding 2,684,666 2,484,695 2,582,567 2,500,219
========== ========== =========== ==========
Earnings per share:
Basic $ .18 $ .25 $ .48 $ .61
========== ========== =========== ==========
Diluted $ .18 $ .24 $ .48 $ .59
========== ========== =========== ==========
</TABLE>
(1) Common stock under options excluded from the computation of earnings
per share were 21,951 and 10,657 shares, respectively, because they
were antidilutive.
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 14,621,000
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 2,174,000
<INVESTMENTS-HELD-FOR-SALE> 39,413,000
<INVESTMENTS-CARRYING> 14,449,000
<INVESTMENTS-MARKET> 14,351,000
<LOANS> 329,197,000
<ALLOWANCE> 2,967,000
<TOTAL-ASSETS> 424,678,000
<DEPOSITS> 293,064,000
<SHORT-TERM> 83,337,000
<LIABILITIES-OTHER> 12,816,000
<LONG-TERM> 0
0
0
<COMMON> 2,685,000
<OTHER-SE> 32,776,000
<TOTAL-LIABILITIES-AND-EQUITY> 424,678,000
<INTEREST-LOAN> 20,313,000
<INTEREST-INVEST> 2,270,000
<INTEREST-OTHER> 486,000
<INTEREST-TOTAL> 23,069,000
<INTEREST-DEPOSIT> 9,058,000
<INTEREST-EXPENSE> 11,613,000
<INTEREST-INCOME-NET> 11,456,000
<LOAN-LOSSES> 677,000
<SECURITIES-GAINS> 16,000
<EXPENSE-OTHER> 20,829,000
<INCOME-PRETAX> 1,597,000
<INCOME-PRE-EXTRAORDINARY> 1,597,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,247,000
<EPS-BASIC> .48
<EPS-DILUTED> .48
<YIELD-ACTUAL> 4.19
<LOANS-NON> 1,202,000
<LOANS-PAST> 552,000
<LOANS-TROUBLED> 782,000
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,709,000
<CHARGE-OFFS> 502,000
<RECOVERIES> 83,000
<ALLOWANCE-CLOSE> 2,967,000
<ALLOWANCE-DOMESTIC> 2,967,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
