<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended September 30, 1996
SOUTHERN CRESCENT FINANCIAL CORP
(Exact name of registrant as specified in its charter)
Georgia 58-1845038
- ------------------------ -----------------------
(State of Incorporation) I.R.S. Employer Id. No.
1585 Southlake Parkway, Morrow, Georgia 30260
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(404)-968-6868
- --------------
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
DURING THE PRECEDING TWELVE MONTHS AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO
--- ---
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF SEPTEMBER 30, 1996.
CLASS OUTSTANDING
----- -----------
Common Stock $1 par value 838,162
<PAGE>
SOUTHERN CRESCENT FINANCIAL CORP
--------------------------------
PART I Financial Information
- ------
Item 1: Financial Statements
- -------
Financial Statements: The following consolidated financial statements have not
- ---------------------
been audited or reported upon by the Company's Independent Certified Public
Accountants nor have such financial statements been reviewed by them. These
financial statements have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. The consolidated financial statements
furnished herein reflect all adjustments, consisting only of normal recurring
accruals, which are, in the opinion of management, necessary for a fair
statement of the results of the periods for which they are presented. Such
results, however, are not necessarily indicative of the results to be expected
for the full year.
These consolidated financial statements should be read in conjunction with the
December 31, 1995, consolidated financial statements and notes thereto and the
Report of the Independent Certified Public Accountants included in the Company's
Annual Report on Form 10-K dated December 31, 1995, as filed with the Securities
and Exchange Commission.
2
<PAGE>
Southern Crescent Financial Corp
and its wholly-owned subsidiary,
Southern Crescent Bank
CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
Cash and due from banks $ 7,644,972 $ 7,504,913
Federal funds sold 2,070,000 6,740,000
Interest-bearing deposits in banks - 99,000
Investment securities available for sale 22,575,104 25,566,236
Loans, less allowance for loan losses of $1,319,967
and $1,317,120, respectively 93,984,727 71,793,982
Premises and equipment 5,261,855 5,215,272
Accrued interest receivable and other assets 3,440,241 2,638,738
------------ ------------
$134,976,899 $119,558,141
============ ============
</TABLE>
3
<PAGE>
LIABILITIES
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
Deposits:
Non-interest bearing demand $ 20,036,204 $ 14,873,708
Interest bearing demand 30,818,258 29,072,134
Savings 4,686,806 4,440,957
Certificates of deposit, $100,000 and over 13,728,165 15,339,696
Other certificates of deposit 52,015,191 43,211,159
------------ ------------
Total deposits 121,284,624 106,937,654
Securities sold under repurchase agreements 1,689,828 1,577,784
Accrued interest payable and other liabilities 2,168,745 1,946,607
------------ ------------
Total liabilities 125,143,197 110,462,045
STOCKHOLDERS' EQUITY
Common stock, $1 par value; authorized
10,000,000 shares; 838,162 and 803,867 shares
issued $ 838,162 $ 803,867
Paid-in capital 7,566,439 7,229,475
Net unrealized appreciation (depreciation) on
securities available for sale, net of tax (124,088) 34,647
Retained earnings 1,553,189 1,074,821
------------ ------------
9,833,702 9,142,810
Less treasury stock at cost, 5,128 shares - (46,714)
------------ ------------
Total stockholders' equity 9,833,702 9,096,096
------------ ------------
$134,976,899 $119,558,141
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
Southern Crescent Financial Corp
and its wholly-owned subsidiary,
Southern Crescent Bank
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Quarter ended Nine months ended
----------------------------- -----------------------------
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $2,463,479 $1,822,951 $6,613,880 $5,020,106
Interest and dividends
on investments 355,290 538,157 1,066,828 1,355,233
Interest on federal funds sold 25,243 35,554 204,572 197,593
---------- ---------- ---------- ----------
2,844,012 2,396,662 7,885,280 6,572,932
---------- ---------- ---------- ----------
Interest expense:
Interest on certificates of deposit
of $100,000 or more 200,200 164,316 598,214 438,422
Interest on other deposits 993,411 847,581 2,876,294 2,400,546
---------- ---------- ---------- ----------
1,193,611 1,011,897 3,474,508 2,838,968
---------- ---------- ---------- ----------
Net interest income before
provision for loan losses 1,650,401 1,384,765 4,410,772 3,733,964
Provision for loan losses - - - -
---------- ---------- ---------- ----------
Net interest income 1,650,401 1,384,765 4,410,772 3,733,964
Other income:
Service charges on deposit
accounts 175,456 188,451 537,697 573,487
Other 81,606 67,431 235,439 155,666
Gain (loss) on sale
of real estate owned 2,747 (14,835) 2,747 (12,425)
Gain on sale of SBA loans 35,097 13,919 35,097 40,709
Gain (loss) on sale of
investment securities 38,863 (2,792) 38,863 (1,585)
---------- ---------- ---------- ----------
333,769 252,174 849,843 755,508
---------- ---------- ---------- ----------
</TABLE>
(Continued)
5
<PAGE>
Southern Crescent Financial Corp
and its wholly-owned subsidiary,
Southern Crescent Bank
CONSOLIDATED STATEMENTS OF EARNINGS - CONTINUED
(Unaudited)
<TABLE>
<CAPTION>
Quarter ended Nine months ended
---------------------------- ----------------------------
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Operating expenses:
Salaries and employee benefits 674,151 588,808 1,949,000 1,709,244
Occupancy 193,787 214,226 573,870 619,879
Other 375,313 305,608 1,051,492 1,061,720
---------- ---------- ---------- ----------
1,243,251 1,108,642 3,574,362 3,390,843
---------- ---------- ---------- ----------
Earnings before
income taxes 740,919 528,297 1,686,253 1,098,629
Income taxes:
Current 200,000 91,760 500,000 211,364
Deferred 59,300 93,064 90,226 172,800
---------- ---------- ---------- ----------
259,300 184,824 590,226 384,164
---------- ---------- ---------- ----------
NET EARNINGS $ 481,619 $ 343,473 $1,096,027 $ 714,465
========== ========== ========== ==========
Earnings per common share
Primary $ .53 $ .41 $ 1.24 $ .85
Fully diluted $ .52 $ .39 $ 1.23 $ .82
Weighted average common
shares outstanding:
Primary 907,594 843,290 880,597 843,290
Fully diluted 930,569 875,358 888,255 872,358
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
Southern Crescent Financial Corp
and its wholly-owned subsidiary,
Southern Crescent Bank
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the nine-month period ended September 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
Unrealized
Common Paid-in loss on Retained Treasury
stock capital securities earnings stock Total
--------- ----------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 $803,867 $7,229,475 $ 34,647 $1,074,821 $(46,714) $9,096,096
Net earnings for the quarter - - - 256,133 - 256,133
Change in unrealized loss
on securities available
for sale - - (58,971) - - (58,971)
-------- ---------- ---------- ---------- -------- ----------
Balance at March 31, 1996 803,867 7,229,475 (24,324) 1,330,954 (46,714) 9,293,258
Net earnings for the quarter - - - 358,275 - 358,275
Stock dividend - 39,615 shares 39,615 378,358 - (417,973) - -
Cash dividend - - - (199,686) - (199,686)
Change in unrealized loss
on securities available
for sale - - (153,812) - - (153,812)
-------- ---------- ---------- ---------- -------- ----------
Balance at June 30, 1996 843,482 7,607,833 (178,136) 1,071,570 (46,714) 9,298,035
Net earnings for the quarter - - - 481,619 - 481,619
Cancellation of treasury stock (5,320) (41,394) - - 46,714 -
Change in unrealized loss
on securities available
for sale, net - - 54,048 - - 54,048
-------- ---------- ---------- ---------- -------- ----------
Balance at September 30, 1996 $838,162 $7,566,439 $(124,088) $1,553,189 $ - $9,833,702
======== ========== ========== ========== ======== ==========
</TABLE>
The accompanying notes are an integral part of this statement.
7
<PAGE>
Southern Crescent Financial Corp
and its wholly-owned subsidiary,
Southern Crescent Bank
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine months ended
-----------------------------
September 30, September 30,
1996 1995
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 1,096,027 $ 714,465
Adjustments to reconcile net earnings to
net cash provided by (used in) operating activities:
Depreciation and amortization 260,800 369,600
Deferred income taxes 90,226 172,800
Gain on sale of investment securities (38,864) -
Gain or sale of SBA loans - (28,284)
Gain (loss) on sale of real estate owned (3,817) 1,929
Changes in assets and liabilities:
Accrued interest receivable and other assets (826,285) (286,108)
Accrued interest payable and other liabilities 131,911 512,606
------------ ------------
Net cash provided by operating activities 709,998 1,457,008
------------ ------------
Cash flows from investing activities:
Maturity of interest-bearing
deposits in banks 99,000 393,000
Purchase of investment securities (14,497,718) (2,290,000)
Sale of investment securities 9,534,052 2,841,183
Maturity of investment securities 7,834,928 5,340,927
Net change from issuance and
collection of loans made to customers (22,190,745) (15,780,053)
Proceeds from sale of real estate owned 267,753 26,844
Capital expenditures (546,537) (693,288)
Decrease in federal funds sold 4,670,000 2,750,000
------------ ------------
Net cash used in investing activities (14,829,267) (7,411,387)
------------ ------------
</TABLE>
(Continued)
8
<PAGE>
Southern Crescent Financial Corp
and its wholly-owned subsidiary,
Southern Crescent Bank
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
<TABLE>
<CAPTION>
Nine months ended
-----------------------------
September 30, September 30,
1996 1995
-------------- -------------
<S> <C> <C>
Cash flows from financing activities:
Net increase in deposits 14,346,970 5,243,241
Net increase in federal funds purchased - 1,000,000
Net increase in securities
sold under repurchase agreements 112,044 690,650
Cash dividends paid (199,686) -
----------- ----------
Net cash provided by financing activities 14,259,328 6,933,891
----------- ----------
Net increase in cash and due from banks 140,059 979,512
Cash and due from banks
at beginning of period 7,504,913 5,433,371
----------- ----------
Cash and due from banks
at end of period $ 7,644,972 $6,412,883
=========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
9
<PAGE>
Southern Crescent Financial Corp
and its wholly-owned subsidiary,
Southern Crescent Bank
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(Unaudited)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying consolidated financial statements follows:
1. Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of Southern Crescent
Financial Corp and its wholly-owned subsidiary, Southern Crescent Bank. All
significant intercompany transactions and accounts have been eliminated.
2. Investments in Securities
-------------------------
The Company's investment securities, none of which are held for trading
activities, are classified in two categories and accounted for as follows:
Securities to be Held to Maturity - Bonds, notes and debentures for which the
---------------------------------
Company has the positive intent and ability to hold to maturity are reported
at cost, adjusted for amortization of premiums and accretion of discounts
which are recognized in interest income using the interest method over the
period to maturity.
Securities Available for Sale - Securities available for sale consist of
-----------------------------
bonds, notes, debentures, and certain equity securities not classified as
securities to be held to maturity.
Any declines in the fair value of individual held-to-maturity and available-
for-sale securities below their cost that are other than temporary result in
write-downs of the individual securities to their fair value. The related
write-downs would be included in earnings as realized losses.
10
<PAGE>
Southern Crescent Financial Corp
and its wholly-owned subsidiary,
Southern Crescent Bank
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
September 30, 1996
(Unaudited)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
2. Investments in Securities - Continued
-------------------------------------
Unrealized holding gains and losses, net of tax, on securities available for
sale are reported as a net amount in a separate component of stockholders'
equity until realized.
Gains and losses on the sale of securities available for sale are determined
using the specific-identification method.
3. Loans
-----
Loans are stated at the amount of unpaid principal, reduced by net unearned
loan origination fees. Fees for loan origination and commitments and related
origination costs are deferred and recognized as an interest income yield
adjustment over the terms of the loans by the interest method. Interest income
on commercial, amortized and consumer loans is primarily recognized based on
the principal amounts outstanding.
January 1, 1995, the Company adopted Statement of Financial Accounting
Standards No. 114, Accounting by Creditors for Impairment of a Loan. The
statement requires that impaired loans be valued based on the present value of
expectant future cash flows discounted at the loan's effective interest rate,
as the loan's observable market value or the fair value of the collateral of
the loan is collateral dependent. There was not a material effect on the
Company's loan portfolio associated with adoption of this pronouncement.
4. Allowance for Loan Losses
-------------------------
An allowance for loan losses is established by provisions for losses on loans
charged to expense. The balance in the allowance for loan losses is based on
management's analysis of the loan portfolio and loan commitments. It reflects
an amount which, in management's judgment, is adequate to provide for potential
loan losses after giving consideration to the character of the loan portfolio,
current economic conditions, past loan loss experience, specific problem loans,
adequacy of the underlying collateral and other factors.
11
<PAGE>
Southern Crescent Financial Corp
and its wholly-owned subsidiary,
Southern Crescent Bank
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
September 30, 1996
(Unaudited)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
4. Allowance for Loan Losses - Continued
-------------------------------------
The Company extends credit to customers primarily in the southern portion of
the Metropolitan Atlanta, Georgia area. A substantial portion of the Company's
loans are secured by real estate and business assets located in this area.
Accordingly, the collectibility and collateral value of a substantial portion
of the Company's loans are dependent on the economy in this area.
5. Premises and Equipment
----------------------
Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is provided in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives,
principally on the straight-line basis.
At September 30, 1996, premises and equipment, net of accumulated depreciation,
consisted of the following:
<TABLE>
<CAPTION>
<S> <C>
Land $1,649,741
Bank building 3,145,035
Furniture, fixtures and equipment 467,079
----------
</TABLE>
$5,261,855
==========
6. Income Taxes
------------
The Company accounts for income taxes in accordance with the provisions of
Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for
Income Taxes. Pursuant to those provisions deferred income taxes are provided
for the temporary differences between the financial reporting basis and the
income tax basis of the Company's assets and liabilities. The Company's
deferred tax expense represents the change in the deferred tax assets and
liabilities from the beginning to the end of the period.
12
<PAGE>
Southern Crescent Financial Corp
and its wholly-owned subsidiary,
Southern Crescent Bank
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
September 30, 1996
(Unaudited)
NOTE B - LOANS
Loans at September 30, 1996 and December 31, 1995 are summarized as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1995 1995
-------------- -------------
<S> <C> <C>
Commercial $56,797,367 $50,143,952
Real estate construction 21,121,704 12,526,573
Loans to individuals 17,666,252 10,641,437
----------- -----------
Total loans 95,585,323 73,311,962
Less unearned discount and loan fees (280,629) (244,889)
----------- -----------
95,304,694 73,067,073
Less allowance for loan losses (1,319,967) (1,273,091)
----------- -----------
Net loans $93,984,727 $71,793,982
=========== ===========
</TABLE>
At September 30, 1996 and December 31, 1995, there were $205,886 and $578,000,
respectively, of loans outstanding for which the accrual of interest had been
suspended or reduced.
NOTE C - REGULATORY CAPITAL REQUIREMENTS
As of September 30, 1996, the Bank's risk-based capital ratios exceeded
minimum regulatory requirements.
13
<PAGE>
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations
SOUTHERN CRESCENT FINANCIAL CORP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Southern Crescent Financial Corp (the "Company") was incorporated under the laws
of the State of Georgia on April 27, 1989, for the purpose of becoming a bank
holding company. The Company completed its initial offering in March of 1990
after selling a total of 600,000 shares and raising $6,000,000. The Company's
subsidiary bank, Clayton National Bank (the "Bank") opened for business on March
8, 1990.
The Company acquired all of the outstanding stock of Southside Bank and Trust in
1993. Southside Bank and Trust operated two locations in south Fulton County.
The two offices of Southside operate along with the Morrow office of the Bank as
full service facilities. The Bank changed its name to Southern Crescent Bank,
converted to a State chartered institution and surrendered its National charter
on November 12, 1993.
The Company reported net earnings for the third quarter of $481,619, compared
with $343,423, for the comparable quarter in 1995. These increased earnings are
attributable principally to the increased volume of earnings assets in 1996, as
compared to 1995. Net interest income was up by $265,636 (a 19.2% increase) for
the third quarter of 1996 over 1995. Net interest income was up $676,808 (a
18.1% increase) for the first nine months of 1996 over 1995. Almost all of this
increase over the comparable period in 1995 was volume related.
The provision for income taxes in the third quarter of 1996 of $259,300, or 35%
of pre-tax income, was similar to the 35% provision in the comparable quarter in
1995.
The allowance for loan losses totaled $1,319,967, or 1.38% of loans, at
September 30, 1996, as compared to $1,317,120, or 1.77% of loans, at September
30, 1995. Loans on nonaccrual were up by 46% at September 30, 1996, from
September 30, 1995.
The Company's total stockholders' equity was $9,677,370, or 7.1% of total assets
at September 30, 1996, as compared to $9,096,096, or 7.6% of total assets at
December 31, 1995. The Company's ratios of Tier 1 capital to risk based assets,
total capital to risk based assets, and Tier 1 capital to total assets exceeded
regulatory requirements at September 30, 1996.
14
<PAGE>
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations
SOUTHERN CRESCENT FINANCIAL CORP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - CONTINUED
During the second quarter of 1996, the Bank received regulatory approval to
establish a Denovo Branch Bank at 285 Jonesboro Road in McDonough, Georgia.
After, receiving this approval, the Bank acquired approximately one acre of land
at this address to be the future site of its first office in Henry County. The
Bank also filed an application for a new branch location in Jonesboro, Georgia
in Clayton County with the intent of establishing a branch office scheduled to
open late third quarter of 1996.
The holding company, Southern Crescent Financial Corp, declared its first cash
dividend of $.25 per share on May 23, 1996 with a record date of June 7th
payable on June 30. In addition, the Company declared a 5% stock dividend
payable on June 30.
The Company opened a branch office in Jonesboro, Georgia in September 1996.
The Company entered into a merger agreement with Eagle Bancshares, Inc., parent
company of Tucker Federal Bank on August 13, 1996. The merger is expected to be
completed in the first quarter of 1997. The proposed merger transaction is
described more fully in Form S-4, registration statement filed with the SEC on
October 23, 1996.
The management and Board of Directors continue to focus on the needs of our
communities and strive to develop a bank that can do its share to meet these
needs. Our goal will continue to be the building of shareholder value through
long-term controlled growth and profitability.
15
<PAGE>
Part II: Other Information
Item 6(a) Exhibits
Exhibit 11 - statement regarding computation of per-share earnings
Signatures
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, whereunto duly authorized.
SOUTHERN CRESCENT FINANCIAL CORP
/s/ Charles M. Buckner
------------------------
November 14, 1996 Charles M. Buckner
(PRINCIPAL FINANCIAL
OFFICER)
/s/ Nita Elliott
------------------------
November 14, 1996 Nita Elliott
(PRINCIPAL ACCOUNTING
OFFICER)
16
<PAGE>
EXHIBIT 11
STATEMENTS OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Quarter ended Nine months ended
------------------------------ -----------------------------
September 30, September 30, September 30, September 30
1996 1995 1996 1995
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
Earnings per common share
Primary $ .53 $ .41 $ 1.24 $ .85
Fully diluted $ .52 $ .39 $ 1.23 $ .82
Weighted average common
shares outstanding:
Primary 907,594 843,290 880,597 843,290
Fully diluted 930,569 872,358 888,255 872,358
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 7,644,972
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,070,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 22,575,104
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 95,304,694
<ALLOWANCE> 1,319,967
<TOTAL-ASSETS> 134,976,899
<DEPOSITS> 121,284,624
<SHORT-TERM> 0
<LIABILITIES-OTHER> 3,858,573
<LONG-TERM> 0
0
0
<COMMON> 838,162
<OTHER-SE> 8,995,540
<TOTAL-LIABILITIES-AND-EQUITY> 134,976,899
<INTEREST-LOAN> 6,613,880
<INTEREST-INVEST> 1,066,828
<INTEREST-OTHER> 204,572
<INTEREST-TOTAL> 7,885,280
<INTEREST-DEPOSIT> 3,474,508
<INTEREST-EXPENSE> 3,474,508
<INTEREST-INCOME-NET> 4,410,772
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 38,863
<EXPENSE-OTHER> 3,574,362
<INCOME-PRETAX> 1,686,253
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,096,027
<EPS-PRIMARY> 1.24
<EPS-DILUTED> 1.23
<YIELD-ACTUAL> 5.24
<LOANS-NON> 205,886
<LOANS-PAST> 17,085
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,273,091
<CHARGE-OFFS> 40,240
<RECOVERIES> 87,116
<ALLOWANCE-CLOSE> 1,319,967
<ALLOWANCE-DOMESTIC> 149,717
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,170,250
</TABLE>
