BRYAN BANCORP OF GEORGIA INC
10QSB, 1998-11-16
STATE COMMERCIAL BANKS
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<PAGE>
                                       1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE PERIOD ENDED SEPTEMBER 30, 1998


Commission File Number:  33-28514-A
                         ----------


                         BRYAN BANCORP OF GEORGIA, INC.
 -------------------------------------------------------------------------------
        (exact name of small business issuer as specified in its charter)


           GEORGIA                                        58-1835646
- -------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


9971 Ford Avenue, Richmond Hill, Georgia                    31324
- ----------------------------------------    ------------------------------------
(Address of principal executive offices)                  (Zip code)


                                 (912) 756-4444
 -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
- --------------------------------------------------------------------------------
(Former name,former address and former fiscal year,if changed since last report)


Check whether the  registrant (1) filed all reports to be filed by section 13 or
15(d) of the  Securities  Exchange Act of 1934 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 issuer's classes of common stock,
as of the latest practicable date:

      Common Stock, $1.00 Par Value - 506,508 shares as of November 9, 1998
      ---------------------------------------------------------------------


Transitional Small Business Disclosure Format:
              Yes                                     No    X
                   -----                                  -----

                               Page 1 of 11 Pages
                         Exhibit Index - Not Applicable

<PAGE>
                                       2



                                      INDEX



                  BRYAN BANCORP OF GEORGIA, INC. AND SUBSIDIARY





PART I. FINANCIAL INFORMATION

 Item 1. Financial Statements (Unaudited)

          Consolidated Balance Sheet - September 30, 1998

          Consolidated Statements of Income and Comprehensive Income -
            Three Months Ended September 30, 1998 and 1997;
            Nine Months Ended September 30, 1998 and 1997

          Consolidated Statements of Cash Flows -
            Three Months Ended September 30, 1998 and 1997;
            Nine Months Ended September 30, 1998 and 1997

          Notes to Consolidated Financial Statements - September 30, 1998

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



PART II. OTHER INFORMATION

 Item 6. Exhibits and Reports on Form 8-K

SIGNATURES


<PAGE>
                                       3


PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements
- ----------------------------


                 BRYAN BANCORP OF GEORGIA, INC. AND SUBSIDIARY
                    CONSOLIDATED BALANCE SHEET - (UNAUDITED)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                              September 30, 1998
                                                              ------------------
ASSETS
<S>                                                                <C>
Cash and due from banks ......................................     $  2,870,933
Federal funds sold ...........................................       10,100,000
Investment securities available for sale .....................        8,721,166
Investment securities held to maturity (estimated market
  value of $4,014,059) .......................................        3,863,855
Loans ........................................................       52,563,961
Less allowance for loan losses ...............................         (630,116)
                                                                   ------------
          Loans, net .........................................       51,933,845
Interest receivable ..........................................          519,380
Premises and equipment, net ..................................        1,271,277
Other assets .................................................          259,108
                                                                   ------------
Total assets .................................................     $ 79,539,564
                                                                   ============


LIABILITIES
Deposits:
  Noninterest-bearing ........................................     $  8,856,762
  Interest-bearing ...........................................       58,821,134
                                                                   ------------
          Total deposits .....................................       67,677,896
Federal Home Loan Bank advances ..............................        3,501,250
Other borrowed funds .........................................           44,593
Interest payable .............................................          160,649
Other liabilities ............................................          251,095
                                                                   ------------
          Total liabilities ..................................       71,635,483
                                                                   ------------

SHAREHOLDERS' EQUITY
  Common stock - par value $1 per share;
    authorized 10,000,000 shares;
    issued 532,258 shares ....................................          532,258
  Additional paid-in capital .................................        5,052,465
  Retained earnings ..........................................        2,820,127
  Accumulated other comprehensive income .....................           20,581
                                                                   ------------
                                                                      8,425,431
  Less 25,750 shares of treasury stock- at cost ..............         (521,350)
                                                                   ------------
          Total shareholders' equity .........................        7,904,081
                                                                   ------------
Total liabilities and shareholders' equity ...................     $ 79,539,564
                                                                   ============
</TABLE>



<PAGE>
                                       4

                  BRYAN BANCORP OF GEORGIA, INC. AND SUBSIDIARY
    CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                Three Months Ended          Nine Months Ended
                                                                  September 30,              September 30,
                                                           --------------------------    -------------------------
                                                                1998           1997         1998         1997
                                                           --------------------------    -------------------------
 INTEREST INCOME:
<S>                                                        <C>            <C>            <C>           <C>
  Loans ................................................   $ 1,382,029    $ 1,237,606    $ 3,937,745   $ 3,544,777
  Investment securities:
    Taxable ............................................       139,895        118,134        413,357       317,583
    Tax-exempt .........................................        45,434         41,014        131,516       118,636
  Federal funds sold ...................................        28,273         32,141         91,916        77,512
  Deposits in other banks ..............................           911            561         19,283         1,270
                                                           -----------    -----------    -----------   -----------
          Total interest income ........................     1,596,542      1,429,456      4,593,817     4,059,778
                                                           -----------    -----------    -----------   -----------
INTEREST EXPENSE:
  Deposits .............................................       585,224        565,955      1,741,506     1,585,225
  Federal Home Loan Bank advances ......................        54,958         22,605        147,876        41,646
  Other borrowed funds .................................         3,522          4,898         13,067         7,446
                                                           -----------    -----------    -----------   -----------
                                                               643,704        593,458      1,902,449     1,634,317
                                                           -----------    -----------    -----------   -----------

NET INTEREST INCOME ....................................       952,838        835,998      2,691,368     2,425,461
                                                           -----------    -----------    -----------   -----------
PROVISION FOR LOAN LOSSES ..............................        45,000         45,000        135,000       135,000
                                                           -----------    -----------    -----------   -----------
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES ......................................       907,838        790,998      2,556,368     2,290,461

NONINTEREST INCOME:
  Service charges on deposit accounts ..................        79,637         82,149        234,766       260,965
  Loan servicing fees ..................................       101,686         51,943        224,815        97,511
  Other service charges and fees .......................        33,649         27,227         93,726        78,234
  Net realized gain (loss) on sales of available
    for sale securities ................................                                       1,158          (675)
  Gain on sale of property .............................                                      57,401
  Other ................................................        34,834         35,984        105,672       122,970
                                                           -----------    -----------    -----------   -----------
                                                               249,806        197,303        717,538       559,005
                                                           -----------    -----------    -----------   -----------
NONINTEREST EXPENSES:
  Salaries and employee benefits .......................       360,175        316,258      1,048,168       884,141
  Occupancy ............................................        30,891         25,211         75,739        71,050
  Equipment and processing expense .....................        57,362         45,342        168,413       136,269
  Other ................................................       165,254        130,605        518,381       444,173
                                                           -----------    -----------    -----------   -----------
                                                               613,682        517,416      1,810,701     1,535,633
                                                           -----------    -----------    -----------   -----------

INCOME BEFORE INCOME TAXES .............................       543,962        470,885      1,463,205     1,313,833
PROVISION FOR INCOME TAXES .............................       187,700        156,350        487,000       437,000
                                                           -----------    -----------    -----------   -----------
NET INCOME .............................................       356,262        314,535        976,205       876,833
                                                           -----------    -----------    -----------   -----------

OTHER COMPREHENSIVE INCOME, NET OF TAX
  Unrealized gains on securities:
     Unrealized holding gains arising during the period         19,109         21,922         27,685        28,876
     Less reclassification adjustment for (gains) losses
       included in net income ..........................                                       (695)           405
                                                           -----------    -----------    -----------   -----------
   Other comprehensive income ..........................        19,109         21,922         26,990        29,281
                                                           -----------    -----------    -----------   -----------
COMPREHENSIVE INCOME ...................................   $   375,371    $   336,457    $ 1,003,195   $   906,114
                                                           ===========    ===========    ===========   ===========

Basic earnings per share                                        $ 0.71         $ 0.62         $ 1.94        $ 1.74
                                                           ===========    ===========    ===========   ===========
Diluted earnings per share                                      $ 0.69         $ 0.61         $ 1.89        $ 1.69
                                                           ===========    ===========    ===========   ===========
</TABLE>



<PAGE>
                                       5


                  BRYAN BANCORP OF GEORGIA, INC. AND SUBSIDIARY
               CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)

- ------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                             September 30,
                                                                   ----------------------------
                                                                         1998             1997
OPERATING ACTIVITIES:
<S>                                                                <C>             <C>
  Net income ...................................................   $    976,205    $    876,833
  Adjustments to reconcile net income
    to cash provided by operating activities:
       Depreciation ............................................        100,816          89,615
       Amortization and accretion, net .........................          3,792           2,803
       Provision for loan losses ...............................        135,000         135,000
       Gain on sale of property ................................        (57,401)
       Net realized (gain) loss on available for sale securities         (1,158)            675
       Changes in:
          Interest receivable ..................................        (67,118)        (89,819)
          Other assets .........................................        (42,477)         23,967
          Interest payable .....................................        (49,641)        (23,405)
          Other liabilities ....................................        122,670          99,472
                                                                   ------------    ------------
              Net cash provided by operating activities ........      1,120,688       1,115,141
                                                                   ------------    ------------

INVESTING ACTIVITIES:
  Net decrease in time deposits in other banks .................        990,000
  Net (increase) decrease in federal funds sold ................    (10,062,000)      3,575,000
  Proceeds from sale of investment securities:
    Available for sale securities ..............................                        199,250
  Proceeds from maturities of investment securities:
    Available for sale securities ..............................      4,236,130       1,795,025
  Purchase of investment securities:
    Available for sale securities ..............................     (3,701,640)     (4,198,203)
    Held to maturity securities ................................       (515,900)       (223,500)
  Net increase in loans ........................................     (4,455,223)     (4,922,682)
  Proceeds from sale of property ...............................        358,896
  Additions to premises and equipment ..........................       (179,925)        (47,372)
                                                                   ------------    ------------
              Net cash used for investing activities ...........    (13,329,662)     (3,822,482)
                                                                   ------------    ------------
FINANCING ACTIVITIES:
  Net increase in deposits .....................................     11,697,811       2,129,276
  Federal Home Loan Bank advance proceeds ......................      2,000,000       1,000,000
  Repayment of Federal Home Loan Bank advances .................        (88,750)        (20,000)
  Net increase (decrease) in other borrowings ..................        (85,407)         46,805
  Dividends paid ...............................................       (600,213)       (428,704)
  Exercise of stock options ....................................         39,720
  Acquisition of treasury stock ................................        (12,500)       (200,250)
                                                                   ------------    ------------
              Net cash provided by financing activities ........     12,950,661       2,527,127
                                                                   ------------    ------------

Increase (decrease) in cash and cash equivalents ...............        741,687        (180,214)

Cash and cash equivalents - beginning ..........................      2,039,246       2,296,408
                                                                   ------------    ------------

Cash and cash equivalents - ending .............................   $  2,780,933    $  2,116,194
                                                                   ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Cash paid during the period for:
         Income taxes ..........................................   $    400,500    $    454,199
                                                                   ============    ============
         Interest ..............................................   $  1,952,090    $  1,657,722
                                                                   ============    ============
</TABLE>



<PAGE>
                                       6

                 BRYAN BANCORP OF GEORGIA, INC. AND SUBSIDIARY
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
                               SEPTEMBER 30, 1998


         NOTE 1 - BASIS OF PRESENTATION
         ------------------------------
         The  accompanying  unaudited  financial  statements of Bryan Bancorp of
         Georgia,  Inc. and  subsidiary  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 of  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.  Operating results for the nine month
         period ended September 30, 1998 are not  necessarily  indicative of the
         results that may be expected for the year ended  December 31, 1998. For
         further information, refer to the consolidated financial statements and
         footnotes  thereto  included  in the  Company's  annual  report on form
         10-KSB for the year ended December 31, 1997.

         Certain amounts in the consolidated  financial  statements for the nine
         month  and three  month  periods  ended  September  30,  1997 have been
         reclassified to conform to the nine month and three month periods ended
         September 30, 1998 presentation.


         NOTE 2 - EARNINGS PER SHARE
         ---------------------------
         Earnings  per  share  has  been   calculated  in  accordance  with  the
         provisions of Statement of Financial  Accounting  Standards  (SFAS) No.
         128 "Earnings Per Share" issued by the Financial  Accounting  Standards
         Board.  SFAS No. 128 requires  presentation  of earnings per share on a
         basic  computation  and a diluted  computation.  The basic  computation
         divides net income by only the weighted average number of common shares
         outstanding  for the year and the diluted  computation  gives effect to
         all diluted common shares that were outstanding during the year.

         Earnings per share  amounts for the nine month and three month  periods
         ended  September  30,  1997 have been  restated  to give  effect to the
         application of this new standard.

         The  following  data shows the amounts used in  computing  earnings per
         share and the  effect  on income  and the  weighted  average  number of
         shares of dilutive potential common stock.


<TABLE>
<CAPTION>
                                              Three Months Ended         Nine Months Ended
                                                 September 30,             September 30,
                                             ----------------------    --------------------
                                                1998        1997          1998       1997
                                             ----------------------    --------------------

Income available to common shareholders:
<S>                                          <C>           <C>         <C>         <C>
  Used in basic earnings per share           $  356,262    $314,535    $976,205    $876,833
                                             ==========    ========    ========    ========
  Used in diluted earnings per share         $  356,262    $314,535    $976,205    $876,833
                                             ==========    ========    ========    ========
Weighted average number of common
 shares used in basic earnings per share        502,519     503,346     502,519     503,346
Effect of dilutive securities:
  Stock Options                                  13,980      15,702      13,980      15,702
                                             ----------    --------    --------    --------
Weighted average number of common
 and dilutive potential common shares
 used in diluted earnings per share             516,499     519,048     516,499     519,048
                                             ==========    ========    ========    ========
</TABLE>


<PAGE>
                                       7


         NOTE 3 - ACCOUNTING CHANGE
         --------------------------
         Effective  January 1, 1998, the Company adopted  Statement of Financial
         Accounting Standards No. 130, "Reporting  Comprehensive  Income".  This
         statement   establishes   standards   for   reporting  and  display  of
         comprehensive  income and its  components in the financial  statements.
         Comprehensive  income is  defined as the change in equity of a business
         enterprise  during the period from  transactions  and other  events and
         circumstances from nonowner sources.

         NOTE 4 - IMPACT OF NEW ACCOUNTING CHANGE
         ----------------------------------------
         In February 1998,  Statement of Financial Accounting Standards No. 132,
         "Employers'   Disclosures  about  Pensions  and  Other   Postretirement
         Benefits"  was  issued.  This  statement  standardizes  the  disclosure
         requirements  for  pensions  and other  postretirement  benefits to the
         extent practicable,  requires additional  information on changes in the
         benefit  obligations and fair value of plan assets that will facilitate
         financial  analysis,  and eliminates  certain  disclosures  that are no
         longer  useful.  This  statement  which is  effective  for fiscal years
         beginning after December 15, 1997, is not expected to have an effect on
         the Company's financial statements.

         In June 1998,  Statement of  Financial  Accounting  Standards  No. 133,
         "Accounting  for Derivative  Instruments  and Hedging  Activities"  was
         issued.  This  statement   establishes   standards  of  accounting  and
         reporting  for  derivative  instruments  and  hedging  activities.  The
         financial  impact  of the  adoption  of this  statement  has  not  been
         determined.  However, the adoption of this statement is not expected to
         have a material effect of the Company's financial statements.

         NOTE 5 - MERGER
         ---------------
         On February 10,  1998,  the Company  signed a  definitive  agreement to
         merge with The Savannah Bancorp, Inc., a bank holding company that owns
         The  Savannah  Bank  located in  Savannah,  Georgia.  This merger would
         result in The Savannah  Bancorp,  Inc.  acquiring  all of the Company's
         outstanding stock in a business combination  accounted for as a pooling
         of interest.  Upon  consummation  of this  merger,  which is subject to
         regulatory and shareholder approvals, shareholders of the Company would
         receive 1.85 shares of stock in The Savannah Bancorp,  Inc. in exchange
         for each share of the Company's stock.


<PAGE>
                                       8


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations Liquidity and Capital Resources
         ---------------------------------------------

The goal of liquidity management is to ensure the availability of adequate funds
to meet  the  loan  demand  and  the  deposit  withdrawal  needs  of the  Bank's
customers.  This is achieved  through  maintaining a  combination  of sufficient
liquid assets, core deposit growth, and unused capacity to purchase funds in the
money  markets.  With ample funds for lending being  supplied  primarily by core
deposit growth, the Company has considerable liquidity and funding flexibility.

The Company meets most of its daily  liquidity  needs through the  management of
cash and federal  funds  sold.  The Company  continues  in a liquid  position at
September 30, 1998, with $10.1 million  invested in daily federal funds sold and
approximately  $2.9 million in cash and due from banks.  The Company's  cash and
cash equivalents plus federal funds sold increased by approximately $9.9 million
at  September  30, 1998  compared to December 31,  1997.  This  increase was due
primarily to an increase in deposits in the month of September, 1998.

Management  monitors the  Company's  asset and  liability  positions in order to
maintain a balance between rate sensitive assets and rate sensitive  liabilities
and,  at the same  time,  maintain  sufficient  liquid  assets to meet  expected
customer needs for loans and for withdrawal of deposits.

The  Company has the ability on a  short-term  basis to borrow  funds from other
financial institutions.  In addition to a credit line with the Federal Home Loan
bank  which  allows  advances  up to  seventy-five  percent of the book value of
one-to-four  family first mortgage loans,  the Company has federal funds line of
credit  arrangements  aggregating  $4 million.  As of September  30,  1998,  the
Company  had  borrowed  approximately  $3.5  million on its credit line with the
Federal Home Loan Bank.

There are no trends,  demands,  commitments,  events or uncertainties  that will
result  in or  are  reasonably  likely  to  result  in the  Company's  liquidity
increasing or decreasing in any material way.

The Company's total assets  increased from $65.5 million at December 31, 1997 to
approximately  $79.5 million at September 30, 1998,  representing an increase of
$14.0  million or 21.4%.  Loans  increased  approximately  $4.4  million or 9.1%
during  the  first  nine  months  of  1998  with  an  increase  in  deposits  of
approximately $11.7 million or 20.9%.

Shareholders'  equity at  September  30, 1998 was $7.9  million or 9.9% of total
assets. The Company paid cash dividends of $1.18 per share during the first nine
months of 1998. The company also  repurchased 500 shares of its own common stock
during  the first  nine  months of 1998 at a cost of $25 per  share.  There were
4,000 stock options  exercised  during the first nine months at a price of $9.93
per share.  Management  anticipates that capital will be adequate to sustain the
Company's anticipated 1998 growth.

The Company's capital is in excess of the applicable regulatory requirements. At
September 30, 1998,  the Company's  leverage ratio was 10.83% and its tier 1 and
total risk-based capital ratios were 13.88% and 15.02%, respectively.


Results of Operations
- ---------------------

Net interest income  increased in the third quarter of 1998 by $116,840 or 14.0%
over the same quarter in 1997.  For the nine months  ending  September 30, 1998,
net interest income was up approximately  $265,907 or 11.0% over the same period
in 1997.  This  increase  is  primarily  attributable  to the growth of the loan
portfolio.  Management  anticipates  that demand for loans will continue  strong
throughout the remainder of 1998.

<PAGE>
                                       9

The provision  for loan losses was $135,000 for nine months ended  September 30,
1998 and 1997 or .25% of  average  loans  outstanding  at  September  30,  1998,
compared  to .29% of average  loans  outstanding  at  September  30,  1998.  Net
charge-offs  during the third  quarter of 1998 were $990,  down  $1,079 from the
same period in 1997.  Net  charge-offs  for the nine months ended  September 30,
1998 were $88,316 or .17% of average  outstanding loans,  compared to $38,114 or
 .08% of average outstanding loans for the same period in 1997.

The provision reflects management's  assessment of the adequacy of the allowance
for loan losses to absorb  potential  write-offs in the loan portfolio.  Factors
considered in this assessment are past loss experience, known and inherent risks
in the loan  portfolio,  current and anticipated  economic  conditions and other
pertinent factors:

Nonperforming Assets
- --------------------
<TABLE>
<CAPTION>
                                                  9/30/98       12/31/97
                                                 --------       --------

<S>                                              <C>            <C>
Nonaccrual loans                                 $116,533       $300,000
Restructured loans                                     --             --
                                                 --------       --------
     Total nonperforming loans                   $116,533       $300,000
Foreclosed real estate                                 --             --
                                                 --------       --------
Total nonperforming assets                       $116,533       $300,000
                                                 ========       ========
Accruing loans past due 90 days or more           $71,000         $8,000
                                                 ========       ========
Nonperforming loans to total loans                  0.22%          0.62%
                                                 ========       ========
Allowance for loan losses times
     nonperforming loans                             5.41           1.94
                                                 ========       ========
</TABLE>


Non-interest income increased in the third quarter of 1998 approixmately $53,000
or 26.9% over the same quarter of 1997. For the nine months ended  September 30,
1998,  non-interest income was up $159,000 or 28.4% over the same nine months of
1997.  This increase  during the first nine months is primarily  attributable to
increase in mortgage loan origination fees of approximately $132,000 and gain on
sale of  property  of  $57,000.  Service  fees  on  deposit  activity  decreased
approximately $26,000 as a result of a decrease in NSF charges.

Non-interest  expenses  totaled  approximately  $614,000  for the quarter  ended
September  30, 1998 compared to  approximately  $517,000 for the same quarter in
1998.  For the nine months  ended  September  30,  1998,  non-interest  expenses
totaled approximately  $1,811,000,  compared to approximately  $1,536,000 during
the same nine months of 1997. This increase of 17.9% in the first nine months is
due  primarily to an increase in salaries and employee  benefits.  The Company's
efficiency ratio (non-interest expense divided by the sum of net interest income
after provision for loan losses and  non-interest  income) was 55% for the first
nine months of 1998 as compared to 54% for the first nine months of 1997.

Net income for the  quarter  ended  September  30,  1998 was  $356,262  or 13.3%
increase  compared to $314,535 for the same period in 1997.  For the nine months
ended  September 30, 1998,  net income was $976,205 which is 11.3% increase over
the same period of 1997.



<PAGE>
                                       10

PART II. - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K
        --------------------------------
    (a) Exhibits:

          No. 27     Financial Data Schedules (SEC use only)

    (b) Reports on Form 8-K:

           No report on Form 8-K was filed  during the quarter  ended  September
           30, 1998.



<PAGE>
                                       11


                                   SIGNATURES



Pursuant to the requirements of Section 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, thereunto duly authorized.

                         BRYAN BANCORP OF GEORGIA, INC.




Date:  November 10, 1998            By: /s/ E. James Burnsed
       -----------------                --------------------
                                        E. James Burnsed,
                                        President and Chief Executive Officer




<TABLE> <S> <C>

<ARTICLE>                     9
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS  OF BRYAN  BANCORP OF GEORGIA,  INC.  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
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                                   0
                                             0
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</TABLE>


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