<PAGE>
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 September 30, 1998.
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission File No. 0-27448
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
-------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-1756713
--------------------------------------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
3811 Frederica Road, St. Simons Island, Georgia 31522
-----------------------------------------------------
(Address of Principal Executive Offices)
(912) 638-0667
--------------
(Issuer's Telephone Number, Including Area Code)
N/A
-------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by
section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ____
---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date.
Common Stock, no par value per share: 2,472,223 shares issued and outstanding as
of October 28, 1998.
Transitional Small Business Disclosure Format: (Check One): Yes ___ No X
---
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Golden Isles Financial Holdings, Inc.
St. Simons Island, Georgia
Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
ASSETS (Unaudited) (Audited)
<S> <C> <C>
Cash and due from banks $ 2,842,120 $ 3,224,761
Federal funds sold 6,040,000 2,330,000
------------ ------------
Total cash and cash equivalents $ 8,882,120 $ 5,554,761
Investment securities
available-for-sale at
at estimated market values 22,549,819 16,787,502
Loans, net 83,634,862 87,431,438
Loans held-for-sale - 307,457
Property and equipment, net 3,056,493 3,195,582
Other assets 2,360,450 2,256,116
------------ ------------
Total Assets $120,483,744 $115,532,856
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits
Non-interest bearing deposits $ 10,182,075 $ 7,251,295
Interest bearing deposits 88,666,521 83,539,462
------------ ------------
Total deposits $ 98,848,596 $ 90,790,757
------------ ------------
Notes payable -- 9,367,458
Federal Home Loan Bank borrowings 6,716,836 3,879,171
Other liabilities 1,409,618 745,665
------------ ------------
Total Liabilities $106,975,050 $104,783,051
------------ ------------
Commitments and contingencies
Shareholders' Equity:
Common stock, no par value
50 million shares authorized,
2,313,645 (12/31/97) shares and
2,472,223(9/30/98) issued and
outstanding $ 1,094,338 $ 1,094,338
Paid-in-capital 11,460,049 9,959,244
Retained earnings (deficit) 731,855 (360,699)
Accumulated other comprehensive
income 222,452 56,922
------------ ------------
Total Shareholders' Equity $ 13,508,694 $ 10,749,805
------------ ------------
Total Liabilities and
Shareholders' Equity $120,483,744 $115,532,856
============ ============
</TABLE>
Refer to notes to the financial statements.
2
<PAGE>
Golden Isles Financial Holdings, Inc.
St. Simons Island, Georgia
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1998 1997
<S> <C> <C>
Interest income $2,837,545 $2,833,365
Interest expense 1,406,802 1,367,221
---------- ----------
Net interest income 1,430,743 1,466,144
Provision for possible loan losses (203,900) 239,800
---------- ----------
Net interest income after provision
for possible loan losses 1,634,643 1,226,344
---------- ----------
Other income 390,599 217,176
---------- ----------
Salaries and benefits 519,180 740,694
Occupancy Expense 348,136 108,465
Regulatory fees and assessments 9,848 10,444
Supplies and printing 38,483 28,089
Legal & professional 99,137 38,399
Advertising 31,975 24,515
Other operating expenses 67,122 240,161
---------- ----------
Total operating expenses 1,113,881 1,190,767
---------- ----------
Net income before taxes $ 911,361 $ 252,753
Income taxes 333,935 96,756
---------- ----------
Net income $ 577,426 $ 155,997
========== ==========
Other comprehensive income, net of tax:
Unrealized holding gains/(losses)
arising during period 168,322 43,782
---------- ----------
Comprehensive income $ 745,748 $ 199,779
========== ==========
Income per share-Basic $ .234 $ .066
========== ==========
Income per share-Diluted $ .234 $ .066
========== ==========
Average Shares Outstanding 2,465,767 2,344,303
========== ==========
</TABLE>
Refer to notes to the financial statements.
3
<PAGE>
Golden Isles Financial Holdings, Inc.
St. Simons Island, Georgia
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1998 1997
<S> <C> <C>
Interest income $8,651,888 $8,316,596
Interest expense 4,352,021 4,058,928
---------- ----------
Net interest income 4,299,867 4,257,668
Provision for possible loan losses 76,857 432,900
---------- ----------
Net interest income after provision
for possible loan losses 4,223,010 3,824,768
---------- ----------
Other income 914,517 929,967
---------- ----------
Salaries and benefits 1,772,860 2,176,537
Occupancy expense 547,621 302,607
Regulatory fees and assessments 30,255 53,779
Supplies and printing 119,731 99,559
Legal & professional 221,524 327,703
Advertising 91,865 78,746
Other operating expenses 587,654 1,146,699
---------- ----------
Total operating expenses 3,371,510 4,185,630
---------- ----------
Net income before taxes $1,766,017 $ 569,105
Income taxes 673,460 220,632
---------- ----------
Net income $1,092,557 $ 348,473
========== ==========
Other comprehensive income, net of tax:
Unrealized holding gains/(losses)
arising during period 222,452 64,010
---------- ----------
Comprehensive income $1,315,009 $ 412,483
========== ==========
Income per share-Basic $ .459 $ .149
========== ==========
Income per share-Diluted $ .459 $ .149
========== ==========
Average Shares Outstanding 2,381,687 2,344,303
========== ==========
</TABLE>
Refer to notes to the financial statements. Golden Isles Financial Holdings,
Inc.
4
<PAGE>
Golden Isles Financial Holdings, Inc.
St. Simons Island, Georgia
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1998 1997
<S> <C> <C>
Cash flows from operating activities: $ 2,268,611 $ 507,394
------------ ------------
Cash flows from Investing Activities:
Decrease in loans held-for-sale $ 307,457 $ 5,986,708
(Purch)/Sale of fixed assets (106,593) 942,146
(Incr)/Decrease in loans 3,426,219 ( 8,522,305)
Securities - available-for-sale
Maturity and paydowns 7,046,697 1,004,237
Sale of securities - 500,000
Purchase of securities (12,643,882) (9,054,403)
Securities - held-to-maturity
Purchase of securities - -
Maturity and paydowns - 543,384
------------ ------------
Net cash used in investing activities $ (1,970,102) $( 8,600,233)
------------ ------------
Cash flows from Financing Activities:
Incr/(decr) in various borrowings $ (6,529,793) $ (5,117,151)
Sale of stock/option amortization 1,500,804 (13,323)
Increase in deposits 8,057,839 6,837,919
------------ ------------
Cash provided from/(used in)financing
activities $ 3,028,850 $ 1,707,445
------------ ------------
Net incr/(decr) in cash and cash
equivalents $ 3,327,359 $ (6,385,394)
Cash and cash equivalents,
beginning of period 5,554,761 12,890,836
------------ ------------
Cash and cash equivalents, end of
period $ 8,882,120 $ 6,505,442
============ ============
</TABLE>
Refer to notes to the financial statements.
5
<PAGE>
Golden Isles Financial Holdings, Inc.
St. Simons Island, Georgia
Notes to Financial Statements (Unaudited)
September 30, 1998
Note 1 - Basis of Presentation
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Revenues, expenses, assets and liabilities can
vary during each quarter of the year; therefore the results and trends in these
interim financial statements are not necessarily indicative of the results that
may be expected for the year ending December 31, 1998. For further information,
one should read the financial statements and footnotes thereto included in the
Company's latest Form 10-KSB for the year ended December 31, 1997.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation and Reclassification. The consolidated financial
statements include the accounts of the parent company and the Subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
Basis of Accounting. The accounting and reporting policies of GIFH conform to
generally accepted accounting principles and to general practices in the banking
industry. GIFH uses the accrual basis of accounting by recognizing revenues when
earned and expenses in the period incurred, without regard to the time of
receipt or payment of cash.
Loans, Interest and Fee Income on Loans. Loans are stated at the principal
balance outstanding. Unearned discount, unamortized loan fees and the allowance
for possible loan losses are deducted from total loans in the statement of
condition. Interest income is recognized over the term of the loan based on the
principal amount outstanding. Points on real estate loans are taken into income
to the extent they represent the direct cost of initiating a loan. The amounts
in excess of direct costs are deferred and amortized over the expected life of
the loan.
Loans are generally placed on non-accrual status when principal or interest
becomes ninety days past due, or when payment in full is not anticipated. When
a loan is placed on non-accrual status, interest accrued but not received is
generally reversed against interest income. If collectibility is in doubt, cash
receipts on non-accrual loans are not recorded as interest income, but are used
to reduce principal.
Allowance for Possible Loan Losses. The allowance for loan losses charged to
operating expense reflect the amount deemed appropriate by management to
establish an adequate reserve to meet the present and foreseeable risk
characteristics of the current loan portfolio.
6
<PAGE>
Golden Isles Financial Holdings, Inc.
St. Simons Island, Georgia
Notes to Financial Statements (Unaudited)
September 30, 1998
Management's judgement in setting the loan loss reserve is based on periodic and
regular evaluation of individual loans, the overall risk characteristics of the
various portfolio segments, past experience with losses and prevailing and
anticipated economic conditions. Loans which are determined to be uncollectible
are charged against the reserve. Provisions for loan losses and recoveries on
loans previously charged-off are added to the reserve.
In May 1995, FASB issued Statement of Financial Accounting Standards No. 122,
Accounting for Mortgage Servicing Rights, (SFAS 122). SFAS 122 amends SFAS 65,
Accounting for Certain Mortgage Banking Activities, to require that a mortgage
banking enterprise recognize as an asset rights to service mortgage loans for
others regardless of the manner in which those servicing rights are acquired. It
also requires an enterprise to assess its capitalized mortgage servicing rights
for impairment based on the fair value of those rights. In assessing
impairment, Management believes that the adoption of SFAS 122 will not have a
material impact on the financial position of GIFH.
Property and Equipment. Building, furniture and equipment are stated at cost,
net of accumulated depreciation. Depreciation is computed using the straight
line method over the estimated useful lives of the related assets. Maintenance
and repairs are charged to operations, while major improvements are capitalized.
Upon retirement, sale or other disposition of property and equipment, the cost
and accumulated depreciation are eliminated from the accounts, and gain or loss
is included in income from operations.
Income Taxes. The consolidated financial statements have been prepared on the
accrual basis. When income and expenses are recognized in different periods for
financial reporting purposes and for purposes of computing income taxes
currently payable, deferred taxes are provided on such temporary differences.
Statement of Cash Flows. For purposes of reporting cash flows, cash and cash
equivalents include cash on hand, amounts due from banks and federal funds sold.
Generally, federal funds are purchased or sold for one day periods.
Net Income/(Loss) Per Share. Income per share was computed by dividing Net
Income by the weighted average number of shares outstanding for each period.
Common stock equivalents in the form of outstanding stock options were included
in the determination of the weighted average number of shares outstanding only
if they were dilutive. Income per share of $.46 or the nine-month period ended
September 30, 1998 may not be indicative of projected earnings/(losses) for the
year ending December 31, 1998.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Liquidity and Sources of Capital
Golden Isles Financial Holdings, Inc., St. Simons Island, Georgia ("GIFH") was
incorporated under the laws of the State of Georgia in 1987 for the purpose of
becoming a holding company for a then proposed de novo bank, The First Bank of
Brunswick, Brunswick, Georgia (the "Bank"). Upon commencement of the Bank's
principal operations on July 2, 1990, GIFH acquired 100 percent of the Bank's
voting stock by injecting $4.5 million into the Bank's capital accounts.
Subsequently, an additional $1.6 million was injected into the Bank's capital
7
<PAGE>
accounts. Deposits at the Bank are each insured up to $100,000 by the Federal
Deposit Insurance Corporation.
In late 1993, GIFH formed two non-bank subsidiaries, First Credit Service
Corporation, Brunswick, Georgia ("FCC") and First Bank Mortgage Corporation,
Brunswick, Georgia ("FBMC"). FBMC engaged in mortgage banking activities and
ceased operations on April 30, 1997. FCC engaged in consumer finance and credit
related insurance activities. Substantially all the assets of FCC were sold to
New South Financial Services on August 14, 1998. This transaction is more fully
described in Item 6(b) below.
In the following discussion, unless any information is specifically identified
as reflecting the financial condition of the Bank, FCC or FBMC, it is intended
to reflect the financial condition of GIFH on a consolidated basis.
Liquidity is the company's ability to meet all deposit withdrawals immediately,
while also providing for the credit needs of customers. The September 30, 1998,
financial statements evidence a fair liquidity position as total cash and cash
equivalents amounted to $8.9 million, representing 7.4% of total assets.
Investment securities amounted to $22.5 million, representing 18.7% of total
assets; these securities provide a secondary source of liquidity since they can
be converted into cash in a timely manner. The Company's ability to maintain
and expand its deposit base and borrowing capabilities are also sources of
liquidity. For the nine-month period ended September 30, 1998, total deposits
increased from $90.8 million to $98.8 million, representing an increase of 8.9%.
GIFH's management closely monitors and maintains appropriate levels of interest
earning assets and interest bearing liabilities, so that maturities of assets
are such that adequate funds are provided to meet customer withdrawals and loan
demand. There are no trends, demands, commitments, events or uncertainties known
to management that will result in or are reasonably likely to result in GIFH's
liquidity increasing or decreasing in any material way.
Effective March 29, 1997, the Company entered into a credit facility with
American Banking Company, Moultrie, Georgia. Under the facility the Company
borrowed $3,500,000 as a term loan to be used for repayment of the line of
credit at Southeastern Bank, and had up to $1,000,000 as a revolving line of
credit to be used for working capital. The loan was paid in full August 28,
1998.
The Bank maintains an adequate level of capitalization as measured by the
following capital ratios and the respective minimum capital requirements by the
Bank's primary regulators.
Bank's Minimum required by
September 30, 1998 regulatory authorities
Leverage ratio 8.2% 4.0%
Risk weighted ratio 12.9% 8.0%
Note that with respect to the leverage ratio, the regulators expect a minimum of
5.0 percent to 6.0 percent ratio for banks that are not rated CAMEL 1. Although
the Bank is not rated CAMEL 1, its leverage ratio of 8.2 percent is well above
the required minimum.
Results of Operations
Net income for the nine-month period ended September 30, 1998, amounted to
$1,092,557, or $.46 per share. During the review of the Company financial
statements in preparation of this Form 10-QSB and subsequent to the public
release of the third quarter results, an error was found in the recording of the
reversal of the deferred taxes resulting from the sale of the assets of FCC.
The correction of this error resulted in an increase in income of $93,191
through the
8
<PAGE>
reduction of tax expense. The primary reasons for the increase in earnings is
attributed to the closing of FBMC, the sale of FCC's assets to New South
Financial and improved earnings at the Bank. The net profit from the sale of
FCC's assets was approximately $275,000 or $.12 of the $.46 per share earnings
year to date. Operating expenses through the third quarter 1998 were $814,120
less than the same period of 1997. Salaries and benefits were down 19% from the
same time last year. Legal, professional and other expenses were also lower than
the same period in 1997 because 1997 figures included the costs related to the
March 11, 1997, Special Meeting of Shareholders. Several other items are of
interest when compared to the results of the same nine months of 1997.
a. Net interest income, which represents the difference between interest
received on interest earning assets and interest paid on interest bearing
liabilities, has increased from $4,257,668 for the nine-month period ended
September 30, 1997 to $4,299,867 for the same period one year later.
Interest earning assets increased from $104.8 million at September 30,
1997, to $112.8 million at September 30, 1998.
b. The net interest yield, defined as net interest income divided by interest
earning assets, decreased slightly from 5.4% for the nine-month period
ended September 30, 1997, to 5.1% for the nine-month period ended September
30, 1998.
c. Other income for the nine-month period ended September 30, 1998 and 1997
amounted to $914,517 and $929,967 respectively, a slight decrease from
1997. The 1997 figures included fees associated with loans originated and
sold by FBMC. The loss of that income in 1998 was offset by the sale of
the assets of FCC and profits from sales of real estate.
d. Operating expenses for the nine-month period ended September 30, 1998 and
1997 amounted to $3,371,510 and $4,185,630 respectively, representing an
decrease of $814,120, or 19%. The closing of FBMC, the sale of FCC, and
the downsizing of GIFH were primarily responsible for the decline in
operating expenses. Operating expenses represented an annualized 3.7% and
4.8% of total assets as of September 30, 1998 and 1997, respectively.
Salaries and benefits were 19% lower through third quarter 1998 compared to
1997. The 1997 operating expenses include one time costs associated with
the March 11, 1997, Special Meeting.
e. The provision for loan losses was more than $350,000 less for the first
nine months of 1998 versus the same period of 1997. This is due to the sale
of the FCC loan portfolio resulting in a need for a lower loan loss
reserve. The reserve for loan losses as a percentage of gross loans is
1.6%, a slight decrease from the same time last year. Management considers
the reserve for loan losses to be adequate and sufficient to absorb
possible future losses; however, there can be no assurance that charge-offs
in future periods will not exceed the reserve for loan losses or that
additional provisions to the reserve will not be required.
GIFH is not aware of any current recommendation by the regulatory authorities
which, if they were to be implemented, would have a material effect on GIFH's
liquidity, capital resources, or results of operations.
9
<PAGE>
Year 2000 Related Issues
Current Status:
In accordance with sound management policy and directives from various
regulatory agencies the bank began the Year 2000 review of hardware and software
in 1997. The review included not only computer and information systems but
heating, air conditioning, alarms, vaults, elevators, and other office equipment
and was completed in 1998. Items that were not Year 2000 compliant were
identified and categorized as mission critical or not. All mission critical
items that were noncompliant were slated for upgrade or replacement.
Mission critical items are those that allow us to process deposits and
withdrawals to deposit accounts and payments or draws to loan accounts, and the
ability to maintain accurate customer account information. Items that are not
mission critical do not affect customer accounts or are easily replaced with
less technical items, such as background music in the lobby (do without) or word
processing (use a typewriter).
Upon the conclusion of the this review it was determined that the item
processing equipment and software would need replacement and that the bank's
core software system, "Liberty," would need upgrading. The "Liberty" system is
provided by "Jack Henry and Associates" and runs on an IBM computer and
operating system. The "Liberty" system has been upgraded and the item processing
equipment has been replaced with Year 2000 compliant hardware and software.
The "Liberty" system upgrade is in the Testing phase. The bank is participating
in User Group or Proxy testing and thus far there have been no unexpected
results. Testing is expected to be complete by the end of 1998.
The Bank has contracted and remains in discussions with its suppliers, large
loan customers, and large depositors regarding their Year 2000 readiness. The
bank does not currently expect any Year 2000 issue to have a material impact on
the condition of the Bank. Thus far the Bank has incurred approximately
$260,000 in costs related to the Year 2000 issue. The majority of this expense
was spent replacing the item processing equipment and software. The old
equipment was sold or written off and the resulting change to depreciation is
not material. This equipment would have been replaced in the normal course of
business regardless of the Year 2000 issue in the near future. Other items were
directly expensed and are not expected to have a material impact on the
financial condition of the company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. As of September 30, 1998, there are no material
pending legal proceedings to which the Company or any of its subsidiaries is a
party or of which any of their property is the subject.
Item 2. Changes in Securities.
(a) None.
(b) None.
Item 3. Defaults Upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders.- None.
Item 5. Other Information. On October 14, 1998, First Credit Service
Corporation, a wholly-owned subsidiary of the Company, sold loans, personal
10
<PAGE>
property in the Savannah office of FCC and all interest in a lease on the
Savannah, Georgia office of First Credit Service Corporation. The assets were
sold for a total purchase price of $130,500.00 and the purchaser assumed First
Credit Service Corporation's liability under the lease for the Savannah, Georgia
office. This is a continuation of a sale of the assets of First Credit Service
Corporation and are part of the sale of assets reported on Form 8-K as set out
on Item 6(b) below.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit No: Description
2.1 Asset Purchase Agreement by and among Registrant, First Credit
Service Corporation and New South Financial Services, Inc., dated
August 11, 1998, which was filed as Exhibit 2.1 to Form 8-K filed
by the Registrant with the Commission on August 27, 1998 which is
incorporated herein by reference thereto
27 Financial Data Schedule
(b) Reports on Form 8-K. On August 27, 1998, GIFH filed Form 8-K with the
Securities and Exchange Commission. Under Item 5 Other Events of the form the
Company reported that it sold substantially all of the assets of its subsidiary,
First Credit Service Corporation, on August 14, 1998 pursuant to an Asset
Purchase Agreement dated August 11, 1998 for an initial purchase price of
$9,365,120.00 which was increased ten days thereafter by $89,922.00 pursuant to
provisions of the contract. The assets sold were all loans except loans that
should have been charged-off pursuant to First Credit Service Corporation's
charge-off policy, personal property located in the Martinez, Brunswick and
Kingsland, Georgia branches of FCC, certain itemized contracts, all records
relating to the purchased assets and all insurance contracts relating to the
loans purchased. The sale was concluded pursuant to the Asset Purchase
Agreement attached hereto as Exhibit 2.1.
11
<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.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
(Registrants
Date: November 13, 1998
By: /s/ J. Thomas Whelchel
----------------------
J. Thomas Whelchel
Chairman
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GOLDEN ISLES
FINANCIAL HOLDINGS, INC. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
PERIOD ENDED SEPTEMBER 30, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 2,842,120
<INT-BEARING-DEPOSITS> 126,849
<FED-FUNDS-SOLD> 6,040,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 22,549,819
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 83,634,862
<ALLOWANCE> 1,360,659
<TOTAL-ASSETS> 120,483,744
<DEPOSITS> 98,848,596
<SHORT-TERM> 611,671
<LIABILITIES-OTHER> 1,502,809
<LONG-TERM> 6,105,165
0
0
<COMMON> 1,094,338
<OTHER-SE> 12,321,165
<TOTAL-LIABILITIES-AND-EQUITY> 120,414,356
<INTEREST-LOAN> 7,511,762
<INTEREST-INVEST> 1,140,126
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 8,651,888
<INTEREST-DEPOSIT> 3,660,066
<INTEREST-EXPENSE> 4,352,021
<INTEREST-INCOME-NET> 4,299,867
<LOAN-LOSSES> 76,857
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,371,510
<INCOME-PRETAX> 1,766,017
<INCOME-PRE-EXTRAORDINARY> 1,766,017
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,092,557
<EPS-PRIMARY> .46
<EPS-DILUTED> .46
<YIELD-ACTUAL> 5.08
<LOANS-NON> 686,082
<LOANS-PAST> 539
<LOANS-TROUBLED> 865,801
<LOANS-PROBLEM> 2,517,909
<ALLOWANCE-OPEN> 1,512,953
<CHARGE-OFFS> 480,659
<RECOVERIES> 251,508
<ALLOWANCE-CLOSE> 1,360,659
<ALLOWANCE-DOMESTIC> 882,635
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 478,024
</TABLE>
