<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 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 number: 33-31093-A
----------
WAYNE BANCORP, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-1858246
------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
818 South First Street, Jesup, Georgia 31545
--------------------------------------------
(Address of principal executive offices)
(912) 427-2265
---------------------------
(Issuer's telephone number)
Not Applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer: (1) has filed all reports required 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
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
On May 7, 1998, 458,888 shares of the issuer's common stock, par value
$1.00 per share, were issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
WAYNE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
Cash and due from banks $ 1,836,525 $ 3,075,396
Interest-bearing deposits 57,843 124,003
Federal funds sold 4,410,000 11,970,000
Investment securities:
Held-to-maturity 6,649,451 5,514,009
Available-for-sale 966,073 535,451
Loans, less allowances for loan losses of
$305,154 and $273,405, respectively 29,360,967 28,397,905
Premises and equipment, net 923,240 907,405
Deferred income taxes 0 45,536
Other assets 479,394 488,837
----------- -----------
Total assets $44,683,493 $51,058,542
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Noninterest-bearing deposits $ 7,424,282 $13,779,191
Interest-bearing deposits 30,186,159 30,775,238
----------- -----------
Total deposits 37,610,441 44,554,429
Accrued interest expense 252,291 258,185
Accrued income taxes 76,741 19,300
Deferred income taxes 5,795 0
Other liabilities 57,111 182,572
----------- -----------
Total liabilities 38,002,379 45,014,486
----------- -----------
Commitments and contingencies
Stockholders' equity:
Common stock, $1 par value; authorized 10,000,000
shares; 458,888 and 424,888 shares issued and
outstanding, respectively 458,888 424,888
Surplus 4,084,020 3,778,020
Retained earnings 2,068,462 1,807,771
Unrealized gain (loss) net - AFS investments 69,744 33,377
----------- -----------
Total stockholders' equity 6,681,114 6,044,056
----------- -----------
Total liabilities and stockholders' equity $44,683,493 $51,058,542
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
1
<PAGE> 3
WAYNE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1998 1997
-------- --------
<S> <C> <C>
Interest Income:
Loans, including fees $794,131 $680,680
Interest-bearing deposits 599 1,821
Federal funds sold 80,471 23,268
Investment securities:
Taxable 10,101 67,536
Nontaxable 76,433 53,385
Dividends 8,805 6,635
-------- --------
Total interest income 970,540 833,325
-------- --------
Interest expense:
Deposits 356,482 289,836
Federal funds purchased 0 118
-------- --------
Total interest expense 356,482 289,954
-------- --------
Net interest income 614,058 543,371
Provision for loan losses 45,000 36,000
-------- --------
Net interest income after
provision for loan losses 569,058 507,371
-------- --------
Other income:
Service charges on deposits 106,102 106,685
Other operating income 44,028 41,996
Securities gains (losses) net 7,041 (30,297)
-------- --------
Total other income 157,171 118,384
-------- --------
Other expenses:
Salaries and employee benefits 153,689 151,047
Net occupancy and equipment expense 46,454 48,783
Other operating expenses 146,762 130,050
-------- --------
Total other expenses 346,905 329,880
-------- --------
Profit before income taxes 379,324 295,875
Income tax expense 118,633 82,848
-------- --------
Net Profit $260,691 $213,027
======== ========
Earnings per common share $ 0.57 $ 0.55
======== ========
Weighted average shares outstanding 455,999 389,425
======== ========
Earnings per common share fully diluted $ 0.53 $ 0.48
======== ========
Weighted average fully diluted shares outstanding 490,638 441,077
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
2
<PAGE> 4
WAYNE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------------
1998 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit $ 260,691 $ 213,027
Adjustments to reconcile net profit to net cash provided by
operating activities:
Depreciation, amortization, and accretion, net 22,560 26,466
Provision for loan losses 45,000 36,000
(Gain) loss on sale of securities (7,041) 30,297
Net decrease (increase) in available-for-sale securities (55,103) (24,865)
Net decrease (increase) in deferred taxes 51,331 8,452
Net decrease (increase) in other assets 9,443 (2,790)
Net increase (decrease) in accrued interest payable (5,894) 626
Net increase (decrease) in accrued income taxes 57,441 (235,815)
Net increase (decrease) in other liabilities (125,461) (36,651)
Net increase (decrease) unrealized gain (loss)
AFS investments 36,367 16,411
----------- -----------
Net cash provided by operating activities 289,334 31,158
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of interest-bearing deposits 66,160 (20,907)
Purchase of investment securities held-to-maturity (1,134,961) (665,260)
Purchase of investment securities available-for-sale (424,552) (50,867)
Proceeds from maturities of securities held-to-maturity 0 135,000
Proceeds from maturities of securities available-for-sale 0 500,000
Proceeds from sales of securities available-for-sale 56,073 3,052,954
Net (increase) decrease in loans (1,008,062) (1,942,727)
Purchase of fixed assets (38,875) (6,927)
----------- -----------
Net cash provided (used) by investing activities (2,484,217) 1,001,266
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits (6,943,988) (3,824,350)
Proceeds from issuance of common stock 340,000 190,460
----------- -----------
Net cash provided (used) by financing activities (6,603,988) (3,633,890)
----------- -----------
Net increase (decrease) in cash and cash equivalents (8,798,871) (2,601,466)
Cash and cash equivalents at beginning of period 15,045,396 9,665,896
----------- -----------
Cash and cash equivalents at end of period $ 6,246,525 $ 7,064,430
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH PAID FOR:
Interest $ 362,376 $ 289,210
Income taxes $ 146,708 $ 322,666
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
<PAGE> 5
WAYNE BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310 (b)
of Regulation S-B of the Securities and Exchange Commission. Accordingly they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. However, in the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three months ended March 31, 1998, are not necessarily
indicative of the results that may be expected for the year ended December 31,
1998. For further information, please refer to the consolidated financial
statements and footnotes thereto for the Company's fiscal year ended December
31, 1997, included in the Company's Form 10-KSB for the year ended December 31,
1997.
2. Adoption of New Accounting Principles
During the fourth quarter of 1997, the Company adopted Financial
Accounting Standards Board Statement No. 128, "Earnings Per Share." SFAS 128
replaces the presentation of primary earnings per share with a presentation of
basic earnings per share and it requires a dual presentation of basic and
diluted earnings per share on the face of the income statement. SFAS 128 was
effective for financial statements issued for periods ending after December 15,
1997. The adoption of this pronouncement by the Company in 1997 resulted in the
restatement of the Company's prior period earnings per share disclosures.
4
<PAGE> 6
This Report contains statements which constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements appear in a
number of places in this Report and include all statements regarding the intent,
belief or current expectations of the Company, its directors or its officers
with respect to, among other things: (i) the Company's financing plans; (ii)
trends affecting the Company's financial condition or results of operations;
(iii) the Company's growth strategy and operating strategy; and (iv) the
declaration and payment of dividends. Investors 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 projected in the forward-looking statements as a result of various factors
discussed herein and those factors discussed in detail in the Company's filings
with the Securities and Exchange Commission.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Wayne Bancorp, Inc. (the "Company") was organized under the Georgia
Business Corporation Code on September 5, 1989, to become a one-bank holding
company by acquiring all the capital stock of Wayne National Bank (the "Bank")
upon its formation. The Bank commenced business on September 26, 1990, and the
only activity of the Company since then has been the ownership and operation of
the Bank. The Bank is engaged in a general commercial and retail banking
business from its main office in Jesup, Georgia.
The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Company's
financial statements and related notes and other statistical information
included elsewhere herein.
Results of Operations
The Company experienced a net profit during the quarter ended March 31,
1998, of $260,691, compared to a net profit of $213,027 during the same period
of 1997. This 22.4% increase in earnings can be attributed primarily to a 13.0%
increase in net interest income to $614,058 for the quarter ended March 31,
1998, compared to $543,371 during the same period of 1997. This improvement in
net interest income came primarily as a result of an 18.2% increase in average
earning assets to $41.5 million at March 31, 1998, compared to $35.1 million at
March 31, 1997. By far, the largest increase in any particular segment of
earning assets occurred in loans which grew $4.4 million, or 17.3%, to $29.7
million at March 31, 1998, compared to $25.3 million at March 31, 1997. The
Company's net interest margin for the quarter ended March 31, 1998, declined to
6.31% on a fully taxable equivalent basis, compared to 6.49% for the same
quarter of 1997, primarily due to an increase in the Bank's cost of funds to
3.58% from 3.41%.
Noninterest income for the quarter ended March 31, 1998, was $157,171,
up 32.8% from $118,384 for the same quarter of 1997. This increase can be
attributed to a $30,297 loss from the sale of securities during the first
quarter of 1997, comprised of a $40,003 loss by the Bank, partially offset by
$9,706 gain by the Company, compared to a $7,041 gain in the same period of
1998. The major segment of noninterest income, service charges on deposits, was
essentially unchanged, decreasing from $106,102 for the quarter ended March 31,
1998, to $106,685 for the same period of 1997.
Noninterest expense for the quarter ended March 31, 1998, was $346,905,
up 5.2% from $329,880 for the same quarter of 1997. Salaries and benefits were
up $2,642, or 1.7%, primarily as a result of salary increases. Occupancy
expenses were down $2,329, or 4.8%, primarily due to a
5
<PAGE> 7
decrease in depreciation. Other operating expenses were up $16,712, or 12.9%,
primarily due to increases in legal fees and data processing expenses.
Loan losses, net of recoveries, amounted to $13,251 during the quarter
ended March 31, 1998, compared to $42,714 during the same quarter of 1997. As
occurred in 1997, the loan losses for the first quarter of 1998 were
concentrated in consumer loans, primarily the result of bankruptcies. Many of
these loans were secured, therefore, the Bank should ultimately recover most of
these losses. However, the amount of these recoveries and the length of time it
will take is undeterminable at this time. The Bank added $45,000 in excess of
recoveries to the loan loss reserve during the first quarter of 1998, compared
to $36,000 during the same period of 1997, bringing the reserve to 1.03% of
loans at March 31, 1998, compared to .82% of loans at March 31, 1997. Based on
its review, management believes the allowance for loan loss is adequate as of
March 31, 1998. However, there can be no assurance that charge-offs in future
periods will not exceed the allowance for loan losses or that additional
increases in the loan loss allowance will not be required.
Return on average assets and average equity, on an annualized basis,
for the quarter ended March 31, 1998, were 2.37% and 16.61%, respectively,
compared to 2.29% and 17.40%, respectively, for the same quarter of 1997.
Earnings per share on a fully diluted basis for the same comparable periods
amounted to $.53 and $.48, respectively.
The Company's assets ended the first quarter of 1998 at $44.7 million,
down 12.5% from $51.1 million at December 31, 1997. This decrease can be
attributed to the reduction in seasonal local government tax deposits of
approximately $7.7 million at December 31, 1997, which deposits were
subsequently withdrawn by mid-January 1998. Total deposits ended the quarter at
$37.6 million, down 15.6% from $44.6 million at December 31, 1997. At March 31,
1998, the Company's loan to deposit ratio was 78.1%, compared to 63.7% at
December 31, 1997.
Management expects earnings during the remaining quarters of 1998 to be
comparable to that experienced during the first quarter, contingent upon no
deterioration within the loan portfolio which would require excessive provisions
to the loan loss reserve. Although such expectations are based on management's
best judgment, actual results will depend upon a number of factors that cannot
be predicted with certainty and fulfillment of management's expectations cannot
be assured.
Liquidity and Sources of Capital
The $6.9 million reduction in deposits during the quarter ended March
31, 1998, is reflected in federal funds sold which decreased $7.6 million. The
reduction in deposits is primarily attributed to the seasonal local government
tax deposits of approximately $7.7 million at December 31, 1997, which deposits
were withdrawn by mid-January 1998. During the first quarter of 1998, management
expanded the held-to-maturity portion of the investment portfolio by $1.1
million primarily through the purchase of tax exempt municipal bonds. The
available-for-sale portion of the portfolio grew by approximately $431,000
during the first quarter of 1998 from the purchase of U.S. Treasury securities
and equity securities. Also, during the first quarter of 1998, loans increased
by approximately $963,000, meeting management's expectations. The Company's
liquid assets at March 31, 1998, represented 16.2% of total assets, compared to
30.8% at December 31, 1997.
During the first quarter of 1998, three directors of the Company
exercised warrants for the Company's common stock, par value $1.00 per share
(the "Common Stock"), resulting in the issuance of 34,000 shares of the Common
Stock. The exercise price was $10.00 per share, resulting in an injection of
$340,000 into the Company's capital. On March 31, 1998, the Company's risk based
6
<PAGE> 8
capital ratio was 22.1% and its leverage ratio was 14.8%, compared to 20.2% and
14.8%, respectively, at December 31, 1997. Both the Company and the Bank are, at
this time, in compliance with the Federal Reserve Board's and the Office of the
Comptroller of the Currency's capital requirements. Management expects asset
growth to continue at a deliberate and controllable pace during the coming
months and believes capital should continue to be adequate. However, no
assurances can be given in this regard, as rapid growth, deterioration in loan
quality and poor earnings, or a combination of these factors, could change the
Company's capital position in a relatively short period of time.
Year 2000 Issues
The Company utilizes an in-house data processing system for most of its
accounting functions. Management is in the process of upgrading the systems
which it has determined are not prepared for the year 2000 ("Year 2000").
Testing should be completed by the end of 1998. The Company also has a number of
personal computers, some of which, due to their age, are not Year 2000
compliant. Management has budgeted approximately $180,000 to get all of its
systems Year 2000 compliant. The largest Year 2000 exposure to most banks is the
preparedness of the customers of the banks. Management is addressing with its
customers the possible consequences of not being prepared for Year 2000. Should
large borrowers not sufficiently address this issue, the Company may experience
an increase in loan defaults. The amount of potential loss from this issue is
not quantifiable. Management is attempting to reduce this exposure by educating
its customers.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which the Company or
the Bank is a party or of which any of their property is the subject.
ITEM 2. CHANGES IN SECURITIES.
In January 1998, three directors of the Company exercised warrants for
the Common Stock, resulting in the issuance of 34,000 shares of the Common
Stock. The warrants had an exercise price of $10 per share and thus the Company
received $340,000. The Common Stock issued pursuant to the exercise of the
warrants represent unregistered securities, which issuance was considered to be
exempt from registration under the Securities Act of 1933 pursuant to Section
4(2) as a transaction by an issuer not involving any public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during
the first quarter of 1998.
7
<PAGE> 9
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
<TABLE>
<S> <C>
3(a) Articles of Incorporation and Articles of Amendment
of Company (incorporated by reference to Exhibit 3(a)
of Registration Statement on Form S-18, File No.
33-31093-A).
3(b) Bylaws of Company (incorporated by reference to
Exhibit 3(b) of Registration Statement on Form S-18,
File No. 33-31093-A).
10(a) Form of Stock Warrant Agreement (incorporated by
reference to Exhibit 10(c) of Registration Statement
on Form S-18, File No. 33-31093-A).
10(b) 1990 Employee Incentive Stock Option Plan
(incorporated by reference to Exhibit 10(d) of the
Annual Report on Form 10-K filed by the Company for
the fiscal year ended December 31, 1990).
10(c) Form of Employment Agreement for Executive Officers
(incorporated by reference to Exhibit 10(f) of the
Annual Report on Form 10-KSB filed by the Company for
the fiscal year ended December 31, 1992).
27(a) Financial Data Schedule (for SEC use only).
27(b) Restated Financial Data Schedule for Three Months
Ended March 31, 1997 (for SEC use only).
</TABLE>
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed by the Company during
the quarter ended March 31, 1998.
8
<PAGE> 10
SIGNATURES
In accordance with 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.
WAYNE BANCORP, INC.
(Registrant)
Date: May 13, 1998 By: /s/ Douglas R. Harper
---------------- ------------------------------------
Douglas R. Harper
President, Chief Executive Officer &
Principal Financial Officer
9
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------ ----------- -----------
<S> <C> <C>
3(a) Articles of Incorporation and Articles of Amendment of Company
(incorporated by reference to Exhibit 3(a) of Registration
Statement on Form S-18, File No. 33-31093-A).
3(b) Bylaws of Company (incorporated by reference to Exhibit 3(b)
of Registration Statement on Form S-18, File No. 33-31093-A).
10(a) Form of Stock Warrant Agreement (incorporated by reference to
Exhibit 10(c) of Registration Statement on Form S-18, File No.
33-31093-A).
10(b) 1990 Employee Incentive Stock Option Plan (incorporated by
reference to Exhibit 10(d) of the Annual Report on Form 10-K
filed by the Company for the fiscal year ended December 31,
1990).
10(c) Form of Employment Agreement for Executive Officers
(incorporated by reference to Exhibit 10(f) of the Annual
Report on Form 10-KSB filed by the Company for the fiscal year
ended December 31, 1992).
27(a) Financial Data Schedule (for SEC use only).
27(b) Restated Financial Data Schedule for Three Months Ended March
31, 1997 (for SEC use only).
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,836,525
<INT-BEARING-DEPOSITS> 57,843
<FED-FUNDS-SOLD> 4,410,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 966,073
<INVESTMENTS-CARRYING> 6,649,451
<INVESTMENTS-MARKET> 6,948,105
<LOANS> 29,360,967
<ALLOWANCE> 305,154
<TOTAL-ASSETS> 44,683,493
<DEPOSITS> 37,610,441
<SHORT-TERM> 0
<LIABILITIES-OTHER> 391,938
<LONG-TERM> 0
0
0
<COMMON> 458,888
<OTHER-SE> 6,222,226
<TOTAL-LIABILITIES-AND-EQUITY> 44,683,493
<INTEREST-LOAN> 794,131
<INTEREST-INVEST> 95,938
<INTEREST-OTHER> 80,471
<INTEREST-TOTAL> 970,540
<INTEREST-DEPOSIT> 356,482
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 614,058
<LOAN-LOSSES> 45,000
<SECURITIES-GAINS> 7,041
<EXPENSE-OTHER> 346,905
<INCOME-PRETAX> 379,324
<INCOME-PRE-EXTRAORDINARY> 379,324
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 260,691
<EPS-PRIMARY> .57
<EPS-DILUTED> .53
<YIELD-ACTUAL> 6.00
<LOANS-NON> 112,000
<LOANS-PAST> 14,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 727,480
<ALLOWANCE-OPEN> 273,406
<CHARGE-OFFS> 25,095
<RECOVERIES> 11,844
<ALLOWANCE-CLOSE> 305,154
<ALLOWANCE-DOMESTIC> 305,154
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF WAYNE BANCORP, INC. FOR THE THREE MONTH PERIOD ENDED
MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,364,430
<INT-BEARING-DEPOSITS> 276,059
<FED-FUNDS-SOLD> 5,700,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,593,475
<INVESTMENTS-CARRYING> 4,153,445
<INVESTMENTS-MARKET> 4,169,300
<LOANS> 25,282,217
<ALLOWANCE> 207,255
<TOTAL-ASSETS> 39,558,458
<DEPOSITS> 34,192,153
<SHORT-TERM> 0
<LIABILITIES-OTHER> 318,640
<LONG-TERM> 0
0
0
<COMMON> 396,832
<OTHER-SE> 4,650,833
<TOTAL-LIABILITIES-AND-EQUITY> 39,558,458
<INTEREST-LOAN> 680,680
<INTEREST-INVEST> 127,556
<INTEREST-OTHER> 25,089
<INTEREST-TOTAL> 833,325
<INTEREST-DEPOSIT> 289,836
<INTEREST-EXPENSE> 289,954
<INTEREST-INCOME-NET> 543,371
<LOAN-LOSSES> 36,000
<SECURITIES-GAINS> (30,297)
<EXPENSE-OTHER> 329,880
<INCOME-PRETAX> 295,875
<INCOME-PRE-EXTRAORDINARY> 295,875
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 213,027
<EPS-PRIMARY> .55
<EPS-DILUTED> .48
<YIELD-ACTUAL> 6.49
<LOANS-NON> 26,861
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 389,937
<ALLOWANCE-OPEN> 213,969
<CHARGE-OFFS> 50,277
<RECOVERIES> 7,563
<ALLOWANCE-CLOSE> 207,255
<ALLOWANCE-DOMESTIC> 207,255
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
