<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Mark one
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1998
------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from to
----------- -----------
Commission File Number: 33-23062
Eufaula BancCorp, Inc.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 63-0989868
- ------------------------------------ --------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Post Office Box 1269, Eufaula, Alabama 36072
-----------------------------------------------
Address of principal executive offices
(334) 687-3581
--------------
(Issuer's Telephone Number)
N/A
----------------------------------------------
(Former name, former address and former fiscal
year, if changed since last report)
Check whether the issuer (1) filed all reports required to filed by Section 13
or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes X . No .
-------- --------
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of common equity, as of September 30, 1998-----2,620,773
--------------------------------
<PAGE>
EUFAULA BANCCORP, INC. AND SUBSIDIARIES
INDEX
Part I. Page No.
Item 1. Financial Information
Consolidated Balance Sheet--September 30, 1998 3.
Consolidated Statements of Income & Comprehensive Income
nine months ending September 30, 1998 and 1997. 4.
Consolidated Statements of Income & Comprehensive Income
three months ending September 30,1998 and 1997. 5.
Consolidated Statements of Cash Flows;
Nine Months ended September 30, 1998 and 1997 6.
Note to Consolidated Financial Statements 7.
Item 2. Management's discussion and analysis of financial 8 - 10.
condition and results of operations. nine months
ending September 30, 1998 and 1997.
Signature Page 11.
Part II. Other Information
Item 4. Any matter submitted to the security holders for a vote 12.
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits: 12.
Loan Composition Summary 13.
Loans over 90 days past due and non accrual loans 13.
Allowance for Loan Loss analysis 13.
Changes in Equity Capital 14.
Calculation of Net Income Per Share 15.
(b) Report of Form 8-K
NONE
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<PAGE>
Item 1 - Part 1 - Financial Information
EUFAULA BANCCORP, INC. & SUBSIDIARIES
Consolidated Balance Sheet
September 30, l998
(unaudited)
(Dollars in Thousands)
ASSETS
- ------
Cash & Due from Banks $ 8401
Interest bearing deposits in banks 687
Investment Securities:
Held to maturity 8071
Available for Sale at est. market value 20220
Federal Funds Sold 1725
Loans 134645
Less Allowance for loan losses 1173
--------
133472
Premises & Equipment, Net 5323
Intangible Assets 1412
Other Assets 5029
--------
TOTAL ASSETS $ 184340
========
LIABILITIES & STOCKHOLDERS' EQUITY
- ----------------------------------
Deposits:
Non interest-bearing demand $ 21431
Interest-bearing Demand 52114
Savings 5292
Time Deposits 84692
--------
TOTAL DEPOSITS $ 163529
Federal Funds Purchased -0-
Other Borrowings -0-
Other Liabilities 1946
TOTAL LIABILITIES $ 165475
STOCKHOLDERS' EQUITY
Common Stock, par value $15,000,000
shares authorized: 2,620,773 shares issued 2621
Surplus 6238
Retained Earnings 9899
Accumulated other comprehensive income 107
--------
Total Equity $ 18865
--------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 184340
========
-3-
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME & COMPREHENSIVE INCOME
Nine Months Ended September 30, l998 and September 30, l997
(unaudited)
(Dollars in Thousands, except per share amounts)
1998 1997
Interest Income
Interest & fees on loans $ 7489 $ 4706
Interest on Federal Funds Sold 162 61
Interest on interest-bearing deposits 28 35
Interest on taxable securities 919 1183
Interest on not-taxable securities 340 354
------- -------
$ 8938 $ 339
Interest Expense
Interests on deposits $ 3946 $ 2540
Interest on Federal Funds Purchased/
Other Borrowed Funds 176 177
Net interest income $ 4816 $ 3622
Provision for loan losses 503 126
Net interest income after
provision for loan losses $ 4313 $ 3496
Other Operating Income
Service Charges on deposit accounts 771 585
Security Gains 4 21
Other Income 344 302
------- -------
1119 908
Other operating expenses
Salaries & Other Employee Benefits $ 2633 $ 1769
Occupancy & Equipment expenses 622 451
Other operating expense 1529 1062
------- -------
$ 4784 $ 3282
Income before taxes $ 648 $ 1122
Applicable Income Taxes 193 353
Net Income after Taxes $ 455 $ 769
======= =======
Other comprehensive income, net of tax:
Unrealized holding gains (losses) arising
during period 109 79
Less: reclassification adjustment for gains
included in net income --- (3)
------- -------
Comprehensive Income $ 564 $ 845
Income per common share - Basic $ .19 $ .37
Income per common share - Diluted $ .17 $ .34
Average Shares outstanding 2,445,682 2,097,916
Cash dividends per share of common stock $ .1121 $ .104
The accompanying note is an integral part of these consolidated financial
statements.
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<PAGE>
CONSOLIDATED STATEMENTS OF INCOME & COMPREHENSIVE INCOME
Three Months Ended September 30, l998 and September 30, l997
(unaudited)
(Dollars in Thousands, except per share amounts)
<TABLE>
<CAPTION>
Interest Income 1998 1997
<S> <C> <C>
Interest & fees on loans $ 3007 $ 1763
Interest on Federal Funds Sold 66 25
Interest on interest-bearing deposits 10 (257)
Interest on taxable securities 337 590
Interest on not-taxable securities 116 115
------ ------
$ 3536 $ 2236
Interest Expense
Interests on deposits $ 1615 $ 916
Interest on Federal Funds Purchased/
Other Borrowed Funds 79 79
Net interest income $ 1842 $ 1241
Provision for loan losses 228 49
------ ------
Net interest income after
provision for loan losses $ 1614 $ 1192
Other Operating Income
Service Charges on deposit accounts 399 201
Security Gains 4 16
Other Income (33) 108
------ ------
370 325
Other operating expenses
Salaries & Other Employee Benefits $ 1012 $ 606
Occupancy & Equipment expenses 192 158
Other operating expense 508 $ 339
------ ------
1712 $ 1103
Income before taxes $ 272 $ 414
Applicable Income Taxes 84 122
Net Income after Taxes $ 188 $ 292
====== ======
Other comprehensive income, net of tax:
Unrealized holding gains (losses) arising during period 85 $ 22
Less: reclassification adjustment for gain included in net
income --- ---
------ ------
Comprehensive Income $ 273 $ 314
Income per common share - Basic $ .07 $ .14
Income per common share - Diluted $ .07 $ .13
Average shares outstanding 2,620,773 2,097,916
Cash dividends per share of common stock $ .04 $ .035
</TABLE>
The accompanying note is an integral part of these consolidated financial
statements.
-5-
<PAGE>
EUFAULA BANCCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
Nine Months Ended September 30, 1998 and September 30, l997
(Unaudited)
(Dollars in Thousands)
1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 455 $ 769
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation & amortization 254 169
Provision for loan losses 503 126
Securities gains 4 (36)
(Increase) decrease in interest receivable (382) 127
Increase in interest payable 240 100
Other prepaid, deferrals and accruals, net (162) 915
------- -------
Net cash provided by operating activities $ 912 $ 2170
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales & maturities of investment
securities $ 8738 $ 11620
Purchase of investment securities (11468) (2000)
Net decrease in Federal Funds sold 725 600
Net (increase) decrease in bank-owned deposits (687) 250
Net increase in loans (56134) (21751)
Purchase of property & equipment (1913) (1137)
-------
Net cash provided by investing activities $(60739) $(12418)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits $ 58921 $ 5474
Net increase (decrease) in Fed Funds purchased (600) 1450
Net increase from issue of new stock 6417 -0-
Net decrease in other borrowings (2500) -0-
Proceeds from exercise of stock options 237 301
Dividends paid (293) (218)
------- -------
Net cash used in financing activities $ 62182 $ 7007
Net increase (decrease) in cash and due from banks 2355 (3241)
Cash & due from banks, beginning of period 6046 7321
Cash & due from banks, end of period $ 8401 $ 4080
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ 4122 $ 2717
The accompanying note is an integral part of these consolidated financial
statements.
-6-
<PAGE>
EUFAULA BANCCORP, INC. AND SUBSIDIARIES
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim periods.
The results of operations for the nine month period ended September
30, 1998, are not necessarily indicative of the results to be
expected for the full year.
All per share amounts have been adjusted to reflect the 3-for-2 stock
split on November 15, 1997.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying consolidated financial
statements.
The Company's quarterly report contains statements that constitute "forward-
looking statements" within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The words "believe", "estimate", "expect", "intend", "anticipate"" and
similar expressions and variations thereof identify certain of such forward-
looking statements, which speak only as of the dates which they were made. The
Company undertakes no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events, or
otherwise. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and involve risks and uncertainties, and
that actual results may differ materially from those indicated in the forward-
looking statements as a result of various factors. Readers are cautioned not to
place undue reliance on these forward-looking statements.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------- -----------------------------------
As of September 30, 1998, Eufaula BancCorp, Inc.'s total assets had increased
62% over September of 1997, from $114,028,000 to $184,340,000. In the asset
category total investments increased 6.7% from $28,766,000 in September of 1997
to $30,703,000 in September of 1998. This increase in the investment portfolio
was the result of deposit growth of the branch operations of Southern Bank of
Commerce and First American Bank. Net loans increased from $73,137,000 in
September of 1997 to $133,472,000 in September of 1998, a 82% increase. Neither
the Montgomery nor the Huntsville branches of Southern Bank of Commerce were
operational in September of 1997 and in September of 1998 the Montgomery
operation had total loans of $22,902,000 and Huntsville had total loans of
$23,138,000. In addition, the Florida subsidiary, First American Bank of Walton
County had loans increase from $22,581,000 to $41,896,000. Goodwill decreased
5% from $1,490,000 to $1,412,000 and no additional goodwill has been placed on
the books since the purchase of First American Bank of Walton County.
Total Deposits increased 71% from $95,771,000 to $163,529,000. Again, the
majority of this increase comes from the branch operations that became fully
functional in the fall of 1997 and spring of 1998. Deposits in Montgomery in
September of 1998 totaled $23,955,000 and in Huntsville $16,876,000. Deposits
increased at First American Bank of Walton County from $27,208,000 in September
of 1997, to $54,759,000 in September of 1998.
Total Capital increased 61% from $11,746,000 in September of 1997 to $18,865,000
in September of 1998. The largest part of the increase in capital was due to a
stock issue, on April 27, 1998, of 492,857 shares of stock, with net proceeds of
$13.02 per share for a total capital injection of $6,417,000. This increase in
capital was needed because of the rapid growth in assets at both the Montgomery
and Huntsville operations and in the First American Bank of Walton County. The
stock issue came out at $14.00 a share and is currently trading in the $11.00 to
$11.50 range.
The growth of the branch operations at both Southern Bank of Commerce and First
American Bank of Walton County has been very expensive and has had a substantial
impact on the earnings for the first nine months of 1998. Total interest income
at $8,938,000 is up 41% over interest income for September 30, 1997, of
$6,339,000. Noninterest income is $1,119,000 up 23% from the $908,000 in
noninterest income for the first nine months of 1997. Total income of
$10,057,000 was up 39% over third quarter 1997 total income of $7,247,000.
Total interest expense at $4,122,000 is up 52% over the $2,717,000 for the first
nine months of 1997. Salaries and benefits at $2,633,000 are up 49% over the
$1,769,000 in salaries and benefits through the first nine months of 1997. The
increase in interest expense is the result of the deposit gathering functions of
the two operations in Montgomery and Huntsville. The salaries and benefits are
also due to the increased personnel that have been hired in these operations at
both executive and
-8-
<PAGE>
staffing levels. The Huntsville operation, which opened during the second
quarter of 1998, had to be completely staffed with a cadre of one president, two
vice-presidents, and several staff people. As a result of the tremendous loan
growth that Eufaula BancCorp has experienced and of our commitment to keep a
loan loss reserve at a minimum of 1%, our monthly loan loss contribution is
presently $80,000 for the entire holding company. Therefore, the provision for
loan losses for the first nine months of 1998, is up $377,000.00 or 399%.
ASSET QUALITY
- -------------
Although total loans have increased significantly, the quality of loans remains
good. This is the result of subsidiary banks adhering to strict credit
standards as stated in the loan policy.
During the past quarter a Credit Administrator has been hired to review all loan
requests over $50,000.00. On a weekly basis, loans over $500,000 but less than
$2,000,000 are presented to an officer loan committee made up of the Presidents
of subsidiaries, the Loan Administrator and the Pres./CEO of the Holding
Company. This committee reviews and discusses all aspects of the loan requests
before the loan is approved.
In order to assure the quality of loans, Carrier & Company, a consulting firm,
has been engaged to perform an annual review of all large loans.
Due to rapid loan growth, the Allowance for Bad Debts is below the targeted
1.00% of loans. However, $76,000.00 is presently being expensed to this account
monthly, which should result in reaching the 1% level by year-end, 1998.
Management feels that the majority of loans are well collateralized, and
foresees no significant loan losses. Agriculture is a major industry in this
market; however agriculture loans are only 2.32% of total loans.
The Board of Directors, as well as Senior Management, is committed to keeping
the quality of loans at a high level.
LIQUIDITY
- ---------
As of September 30, 1998, the liquidity ratio was 25 %. Liquidity is measured
by the ratio of net cash, short-term and marketable securities to net deposits
and short-term liabilities. Management believes that this ratio is adequate to
meet the liquidity needs of the Bank.
CAPITAL
- -------
Both the leverage capital ratio and the risk-based capital ratio are well above
the minimum requirements.
YEAR 2000
- ---------
Management has consistently committed to ensure the Institution's daily
operations suffer little or no impact from the century date change. The
Institution has applied due diligence throughout the Y2K remediation process,
following the guidelines contained in the series of FFIEC Interagency
Statements.
To date, the Institution, through an established Y2K Committee, has completed
the following major activities in preparation for moving into the testing phase
of the Y2K remediation project:
With the help of a third party consulting firm, a comprehensive Inventory & Risk
Assessment matrix has been developed.
An extensive internal and external awareness campaign has been undertaken. The
campaign includes not only the initial awareness-raising efforts, but continues
with proactive ongoing activities to maintain heightened awareness of Y2K
implications.
Because the Institution has acquired its core systems from a highly regarded
third party, it has relatively little direct control over the renovation
process. However, the Institution contacted the core system vendor and all
other vendors identified in the inventor following the FFIEC guidelines to
assess the status of these vendors' Y2K readiness efforts.
The Institution undertook an aggressive review of its customers, identifying
those it believed could have their business operations affected by the century
date change. These customers have been approached, and the Institution is
engaged in active discussions with them regarding Y2K remediation.
-9-
<PAGE>
Management at both the senior management and board levels understands the
implications of the century date change, and has been actively engaged in
monitoring the progress of the Y2K readiness activities. Senior managers
participate in a Y2K team, with monthly reports to the board.
During the Assessment Phase, the Institution established a high-level plan that
required completing its Y2K test plan by June 30, 1998. This document was
reviewed by the Board on July 14, 1998.
The Institution plans to complete Y2K testing in a time frame consistent with
that required by the FFIEC, meaning by the end of the first quarter of 1999.
During the 2nd week of November, 1998, bank staff will travel to Ft.Walton
Beach, Fl., and will test the Data Center for Y2K compliance.
The cost associated with Y2K is anticipated being no more than $50,000.00.
Eufaula BancCorp, Inc. is in the process of developing Contingency Plans should
there be system failures due to this problem. The Company anticipates adoption
of Contingency Plans by the end of the first quarter, 1999.
-10-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DATE: November 4, 1998 EUFAULA BANCCORP, INC.
-------------------------
BY: /s/ Greg Faison
--------------------------
Greg Faison, President
BY: /s/ Gloria A. Hagler
--------------------------
Gloria A. Hagler,
Secretary/Treasurer
-11-
<PAGE>
PART II - OTHER INFORMATION
Item 4. Any matter submitted to the security holders for a vote.
The Annual meeting of the Shareholders of Eufaula BancCorp, Inc., was held
on May 12, 1998. At the meeting, the following was voted on:
1. Greg Faison was elected as a Director to serve for a term of three
years or until his successor has been elected and qualified. 1,734,432 voted for
the election of Mr.Faison. The following continue to serve as Directors of the
Company:
Janis Biggers
Michael C. Dixon
Robert M. Dixon
Thomas Harris
James J. Jaxon, Jr.
Frank McRight
2. The Company's auditors, Mauldin & Jenkins, LLC, were ratified to serve
as the Company's Independent Auditors for 1998.
1,732,232 voted for the ratification
2,200 voted against the ratification
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Loan Composition Summary
Loans over 90 days past due and non accrual loans
Allowance for Loan Losses analysis
Changes in Equity Capital
Calculation of Net Income Per Share
(b) Report on Form 8-K.
NONE
-12-
<PAGE>
3a The composition of loans is summarized as follows:
1998 1997
--------- --------
Commercial, Financial, $ 14132 $16239
Agricultural 3129 3307
Real Estate-Construction 23975 3194
Real Estate-Mortgage 64585 37211
Consumer 28937 14019
Other 91 102
TOTAL 134849 74072
Unearned Discount (204) (210)
Allowance for loan losses (1173) (725)
NET LOANS $133472 $73137
3c-1 The following is a schedule of non accrual loans and loans past due 90
days and over:
September 30
1998 1997
Past due non accrual Past due nonaccrual
90 days or 90 days or
more more
Real Estate Loans 51 2
Installment Loans 4 1 13 1
Commercial Loans 15
3c-2 Non accrual loans were not material to the total amount of loans
outstanding.
4a Changes in the allowance for loan losses for September 30, 1998 and
1997 were as follows:
1998 1997
Balance, beginning of year 762 655
Provision charged to operations 503 126
Loans charged off (104) (66)
Rounding (1)
Recoveries 13 10
Balance 9-30-98 1173 725
1998 1997
Charge offs Recoveries Charge offs Recoveries
Installment Loans 95 13 34 10
Credit Cards & Related
Plans 1 3
Commercial and All Other
Loans 8 29
TOTALS 104 13 66 10
-13-
<PAGE>
Changes in Equity Capital
Bal. 12-31-97 $11,942
Net Income 455
Proceeds from Stock Options
Exercised 237
Proceeds from sale of stock in
public offering 6,417
Less Dividends Paid 294
Change in net unrealized holding gains
(losses) on available-for-sale securities 107
Rounding 1
Equity at September 30, 1998 18,865
-14-
<PAGE>
Calculation of Net Income Per Share for Dilution
- ------------------------------------------------
FOR NINE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
9-30-98 Proceeds 9-30-97 Proceeds
------- -------- ------- --------
<S> <C> <C> <C> <C>
Options outstanding at $2.54 per share N/A ---- 12,000 30,480
Options outstanding at $4.00 per share 192,000 768,000 210,000 840,000
Options outstanding at $9.00 per share 45,000 405,000 45,000 405,000
Options outstanding at $9.67 per share 30,000 290,100 N/A ----
Options outstanding at $13.50 per share 4,000 54,000 N/A ----
Shares assumed to be exercised 271,000 1,517,100 267,000 1,275,480
Divide by weighted average sales price
of stock during the period $ 14.52 $10.65
Subtract shares that could be repurchased (104,483) 104,483 (119,763) 119,763
Additional shares outstanding for diluted EPS 166,517 147,237
Average Shares currently outstanding 2,445,682 2,097,916
Total average shares outstanding - Diluted 2,612,199 2,245,153
Diluted Earnings Per Share $ .17 $ .34
</TABLE>
FOR 3 MONTHS ENDED 9-30-98 AND 9-30-97
<TABLE>
9-30-98 9-30-97
<S> <C> <C> <C> <C>
Options outstanding at $2.54 per share N/A ---- 12,000 30,480
Options outstanding at $4.00 per share 192,000 768,000 210,000 840,000
Options outstanding at $9.00 per share 45,000 405,000 45,000 405,000
Options outstanding at $9.67 per share 30,000 290,100 N/A ----
Options outstanding at $13.50 per share 4,000 54,000 N/A ----
Shares assumed to be exercised 271,000 1,517,100 267,000 1,275,480
Divide by weighted average sales price
of stock during the period $ 12.75 $11.33
Subtract shares that could be repurchased (118,988) 118,988 (112,575) 112,575
Additional shares outstanding for diluted EPS 152,012 154,425
Average shares currently outstanding 2,620,773 2,097,916
Total average shares outstanding - Diluted 2,772,785 2,252,341
Diluted Earnings Per Share $ .07 $ .13
</TABLE>
-15-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 8,401
<INT-BEARING-DEPOSITS> 687
<FED-FUNDS-SOLD> 1,725
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 20,220
<INVESTMENTS-CARRYING> 8,071
<INVESTMENTS-MARKET> 0
<LOANS> 134,645
<ALLOWANCE> 1,173
<TOTAL-ASSETS> 184,340
<DEPOSITS> 163,529
<SHORT-TERM> 0
<LIABILITIES-OTHER> 1,946
<LONG-TERM> 0
0
0
<COMMON> 2,621
<OTHER-SE> 16,244
<TOTAL-LIABILITIES-AND-EQUITY> 184,340
<INTEREST-LOAN> 7,489
<INTEREST-INVEST> 1,259
<INTEREST-OTHER> 190
<INTEREST-TOTAL> 8,938
<INTEREST-DEPOSIT> 3,946
<INTEREST-EXPENSE> 176
<INTEREST-INCOME-NET> 4,816
<LOAN-LOSSES> 503
<SECURITIES-GAINS> 4
<EXPENSE-OTHER> 4,787
<INCOME-PRETAX> 648
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 455
<EPS-PRIMARY> .19
<EPS-DILUTED> .17
<YIELD-ACTUAL> 7.42
<LOANS-NON> 67
<LOANS-PAST> 4
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 762
<CHARGE-OFFS> 104
<RECOVERIES> 13
<ALLOWANCE-CLOSE> 1,173
<ALLOWANCE-DOMESTIC> 1,173
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
