<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
--------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
--------- ------------
Commission file number 0-23090
--------------
Carrollton Bancorp
- --------------------------------------------------------------------------------
(Exact name of small business issuer as
specified in its charter)
MARYLAND 52-1660951
- --------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
344 NORTH CHARLES STREET, SUITE 300, BALTIMORE, MARYLAND 21201
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(410) 536-4600
- --------------------------------------------------------------------------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
1,409,494 common shares outstanding at May 3, 1999
- ---------------------------------------------------
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
Carrollton Bancorp
and Subsidiary
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Assets (Unaudited)
Cash and due from banks $ 24,212,021 $ 32,524,320
Federal funds sold 880,644 22,145
Investment securities:
Available for sale 57,571,157 56,745,748
Held to maturity 7,813,854 8,386,910
(approximate market value of $8,127,632 and $8,737,125)
Loans held for sale 3,002,474 3,493,960
Loans, less allowance for loan losses of 197,319,435 204,919,155
$2,461,885 and $2,387,732
Bank premises and equipment 7,927,038 6,894,713
Deferred income taxes - -
Accrued interest receivable 1,824,139 2,060,746
Other assets 3,008,285 2,806,292
------------ ------------
303,559,047 317,853,989
------------ ------------
------------ ------------
Liabilities and Shareholders' Equity
Deposits
Noninterest-bearing $ 39,212,695 $ 37,817,737
Interest-bearing 200,343,002 199,161,288
------------ ------------
Total deposits 239,555,697 236,979,025
Federal funds purchased and securities
sold under agreements to repurchase 15,772,792 12,816,453
Advances from the Federal Home Loan Bank 15,000,000 35,000,000
Notes payable - U. S. Treasury 471,042 414,906
Accrued interest payable 172,199 235,696
Deferred income taxes 389,931 426,947
Other liabilities 1,256,889 1,108,434
------------ ------------
272,618,550 286,981,461
------------ ------------
Shareholders' equity
Common stock, par value $10.00 per share;
authorized 5,000,000 shares; issued
and outstanding 1,409,494 and 1,414,744 shares 14,094,940 14,147,440
Surplus 7,435,840 7,559,137
Net unrealized holding gains on
available for sale securities 1,142,827 1,201,658
Retained earnings 8,266,890 7,964,293
------------ ------------
30,940,497 30,872,528
------------ ------------
$303,559,047 $317,853,989
------------ ------------
------------ ------------
</TABLE>
Note: Balances at December 31, 1998 are derived from audited financial
statements.
- 1 -
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Carrollton Bancorp
and Subsidiary
<TABLE>
<CAPTION>
Quarter Ended March 31,
1999 1998
----------- -------------
<S> <C> <C>
Interest income
Interest and Fees on Loans $4,024,912 $3,748,849
Interest and Dividends on Securities:
Taxable interest income 447,394 863,228
Nontaxable interest income 318,277 282,978
Dividends 17,446 14,322
Interest on Federal funds sold and
other interest income 53,204 50,583
----------- -------------
Total interest income 4,861,233 4,959,960
----------- -------------
Interest expense
Deposits 1,829,664 2,012,985
Other 428,514 317,611
----------- -------------
Total interest expense 2,258,178 2,330,596
----------- -------------
Net interest income 2,603,055 2,629,364
Provision for loan losses 144,900 75,000
----------- -------------
Net interest income after provision for loan losses 2,458,155 2,554,364
----------- -------------
Other operating income
Service charges on deposit accounts 342,693 325,510
Brokerage commissions 239,417 208,719
Other fees and commissions 1,474,421 925,064
Gains (losses) on security sales 41,780 88,514
Gains on loan sales 249,939 2,496
----------- -------------
Total other income 2,348,250 1,550,303
----------- -------------
Other expenses
Salaries 1,447,057 1,259,155
Employee benefits 333,331 307,447
Occupancy 445,744 388,758
Furniture and equipment 350,171 265,295
Other operating expenses 1,598,647 1,288,929
----------- -------------
Total other expenses 4,174,950 3,509,584
----------- -------------
Income before income taxes 631,455 595,083
Income taxes 124,038 115,575
----------- -------------
Net income $ 507,417 $ 479,508
----------- -------------
----------- -------------
Net income per share - basic and diluted $ 0.36 $ 0.33
----------- -------------
----------- -------------
</TABLE>
- 2 -
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Carrollton Bancorp and Subsidiary
<TABLE>
<CAPTION>
Three Months Ended March 31,
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Interest received $ 5,115,022 $ 5,038,298
Fees and commissions received 2,062,491 1,324,355
Interest paid (2,321,675) (2,327,560)
Origination of loans held for sale (9,618,814) 0
Sale of loans held for sale 10,118,692 0
Gains on sale of loans held for sale (249,939) 0
Cash paid to suppliers and employees (3,896,339) (2,478,701)
Income taxes paid (163,154) (115,576)
------------ ------------
1,046,284 1,440,816
------------ ------------
Cash Flows from investing activities
Proceeds from maturities of securities held to maturity 570,000 1,649,135
Proceeds from sales of securities available for sale 1,367,282 150,914
Proceeds from maturities of securities available for sale 7,619,799 5,644,706
Purchases of securities available for sale (9,630,744) (1,424,787)
Sale of loans 9,111,230
Loans made, net of principal collected (1,414,863) (14,432,442)
Purchases of premises and equipment (1,362,113) (1,206,248)
------------ ------------
6,260,591 (9,618,722)
------------ ------------
Cash flows from financing activities
Net increase (decrease) in time deposits 4,445,134 (4,483,389)
Net increase (decrease) in other deposits (1,837,667) 7,139,435
Net increase (decrease) in other borrowed funds (16,987,525) 9,490,082
Dividends paid (204,820) (203,411)
Common stock repurchase and retirement (175,797) (57,096)
------------ ------------
(14,760,675) 11,885,621
------------ ------------
Net increase (decrease) in cash and cash equivalents (7,453,800) 3,707,715
Cash and cash equivalents at beginning of year 32,546,465 25,063,180
------------ ------------
Cash and cash equivalents at March 31st $ 25,092,665 $ 28,770,895
------------ ------------
------------ ------------
Reconciliation of net income to net cash
provided by operating activities
Net income $ 507,417 $ 479,508
Adjustments to reconcile net income to
net cash provided by operating activities
Provision for loan losses 144,900 75,000
Depreciation and amortization 345,155 265,808
Amortization of premiums and discounts 17,182 19,083
Gain on disposal of securities (41,780) (88,514)
(Increase) decrease in:
Accrued interest receivable 236,607 59,255
Other assets (248,155) (304,916)
Increase (decrease) in:
Accrued interest payable (63,497) 3,036
Income taxes payable (39,116) 108,596
Other liabilities 187,571 823,960
------------ ------------
$ 1,046,284 $ 1,440,816
------------ ------------
------------ ------------
</TABLE>
- 3 -
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
CARROLLTON BANCORP
Quarter ended March 31, 1999
The accompanying unaudited consolidated financial statements prepared as of and
for the quarter ended March 31, 1999 reflect all adjustments which are, in the
opinion of management, necessary to a fair statement of the results for the
interim period presented. All such adjustments are of a normal recurring nature,
but are necessary for a fair presentation. The results reflected by these
statements may not be indicative, however, of the results for the year ending
December 31, 1999.
Note A -- Comprehensive Income
In June, 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130, REPORTING COMPREHENSIVE
INCOME ("SFAS NO. 130"). SFAS No. 130 establishes requirements for the
disclosure of comprehensive income in interim financial statements.
Comprehensive income is defined as net income plus transactions and other
occurrences which are the result of nonowner changes in equity. For the Company,
nonowner equity changes are comprised of unrealized gains or losses on debt
securities that will be accumulated with net income in determining comprehensive
income. This statement is effective for years beginning after December 15, 1997.
Adoption of this standard did not have an impact on the Company's historical
results of operations. Presented below is a reconcilement of net income to
comprehensive income indicating the components of other comprehensive income.
<TABLE>
<CAPTION>
For the Three Month Periods Ended: March 31, 1999 March 31, 1998
- ---------------------------------- -------------- ---------------
<S> <C> <C>
Net income $ 507,417 $ 479,508
Other comprehensive income:
Unrealized holding gains during the period (54,067) 441,347
Less: Adjustment for security gains (41,780) (88,514)
-------- ---------
Other comprehensive income, before tax (95,847) 352,833
Income taxes on comprehensive income (37,016) (136,264)
-------- ----------
Other comprehensive income, after tax (58,374) 216,569
-------- ----------
Comprehensive income $ 449,043 $ 696,077
-------- ----------
-------- ----------
</TABLE>
4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF OPERATING RESULTS AND FINANCIAL CONDITION
Earnings
Summary
Carrollton Bancorp reported net income for the first quarter of 1999 of
$507,000, or $.36 on a per share basis. For the same period of 1998, net income
amounted to $480,000, or $.33 on a per share basis. Interest income on loans
increased 7% as a result of loan portfolio growth, although total interest
income decreased because of the decrease in the investment portfolio and market
interest rate declines. Net interest income fell 1%. Other operating income
increased 51% compared to first quarter of 1998, including gains on loan sales.
Offsetting some of these income gains were increased expenses related to fee
business lines which have a variable cost component, and accrual of severance
benefits.
Net Interest Income
Net interest income for the Company on a tax equivalent basis was
identical for the first quarter of 1999 compared to 1998 at $2.8 million. The
net yield on average earning assets declined from 4.36% in the first quarter of
1998 to 4.16% in 1999. The decrease in the net yield came principally from the
75 basis point decline in the prime rate in October and November, 1998, and from
a higher level of earning assets.
Interest income on loans increased 7% in the first quarter of 1999 as
compared to the first quarter of 1998 due to an 8% increase in the loan
portfolio. Interest income from investment securities declined as the portfolio
on average fell. The Company emphasized loan production which was funded
partially by securities. The rate decline and the securities portfolio decline
offset the increase in interest resulting from the loan portfolio growth such
that total interest income decreased 2% for the first quarter of 1999 as
compared to 1998.
Interest expense decreased $72,000 to $2.26 million in 1999 from $2.33
million in 1998. Interest expense on deposits decreased primarily because of
declines in market interest rates. Deposits grew on average about 1% since
March, 1998. As rates on loans and securities fell management reduced deposit
rates. Because a larger portion of the asset growth was funded with borrowings
in 1999 as compared to 1998, other interest expense increased. The cost of
interest bearing funds decreased from 4.20% in the first quarter of 1998 to
3.82% in the first quarter of 1999.
Provision for Loan Losses
The provision for loan losses during the first quarter of 1999 was
$145,000 compared to $75,000 in 1998. The provision was determined based on
management's review and analysis of the allowance for loan losses. Nonaccrual,
restructured, and delinquent loans over 90 days to total loans increased to .88%
in the first quarter of 1999 from .61% in the same period of 1998. Net loan
losses to average loans decreased from .48% to .14% for the same periods, but
the loan portfolio increased 8% as previously noted.
5
<PAGE>
Non-interest Income
Non-interest income, excluding securities gains and loan sales,
increased 41% in the first quarter of 1999 over 1998. This increase was derived
from a 5% increase in service charges on deposits, 15% increase in brokerage
commissions, 73% increase in the merchant service and point of sale business,
and 52% increase in ATM fee income. Most of these increases were the result of
volume increases in the transaction levels, and a 50% increase in the fee
charged at ATM machines.
The sales of equity securities classified as available for sale
resulted in a gain of $42,000 in the first quarter of 1999. The transaction was
undertaken because there was judged to be limited further appreciation potential
for this issue.
Gains on loan sales amounted to $250,000 in the first quarter of 1999
as the Company continued to build a loan servicing portfolio to provide future
fee income.
Non-Interest Expenses
In the first quarter 1999, non-interest expenses increased 19% over the
same period in 1998. Included in the quarter's expenses was a severance accrual
of $83,000 for a reduction in staff. Without the severance accrual, the expense
increase would have been 17%. Most increases in expenses related to the overall
growth of the Company's assets, operations and transactional lines of business.
Other operating expenses increased $310,000, or 24%, and relates in large
measure to the direct variable cost of fee based income such as merchant
services and ATM fees.
Income Tax Provision
The effective tax rate for the Company was about level at 19.6% for the
first quarter of 1999 compared to 19.4% for the first quarter of 1998.
Financial Condition
Summary
Total assets decreased $14.3 million to $303.6 million at March 31,
1999 compared to $317.9 million at the end of 1998. Loans decreased by $7.6
million or 4%, principally as a result of loan sales. Cash also decreased as the
ATM network reduced cash levels after the holiday shopping period in December.
Most other asset categories changed only marginally. Deposits grew by 1% to
$239.6 million and borrowed funds decreased by $20.0 million. The Company used
the proceeds of the loan sale to pay down borrowings.
Investment Securities
Investment securities increased $0.3 million from December 31, 1998 to
March 31, 1999. The Company increased purchases of securities to leverage
capital slightly.
6
<PAGE>
Loans
Total loans decreased $7.6 million or 3.7% to $197.3 million at March
31, 1999 from the end of 1998. The decline was due to sales of residential
mortgages and significant payoffs on commercial loans. The mortgage market was
particularly soft in the first quarter, so mortgage production was light. The
commercial market was very competitive in the period, and certain payoffs were
the result of the customer refinancing at a lower rate.
Allowance for Loan Losses
The allowance for loan losses increased slightly from the end of 1998.
The allowance was $2.4 million at December 31, 1998 and $2.5 million at March
31, 1999. The ratio of the allowance to total loans was 1.13% at year end 1998
and 1.23% at the end of the first quarter of 1999. The ratio of net loan losses
to average loans outstanding decreased to .14% for the first quarter of 1999
from .28% for the year ended December 31, 1998. The ratio of nonaccrual loans,
restructured loans, plus loans delinquent more than 90 days to total loans
decreased slightly to .88% for March 31, 1999 compared to 1.02% at year end
1998.
Funding Sources
Total deposits at March 31, 1999 increased by $2.6 million to $239.6
million from December 31, 1998. Interest-bearing accounts increased by $1.2
million while non-interest bearing accounts increased by $1.4 million.
Other borrowings decreased significantly as the proceeds of the loan
sales were used to pay down debt. Total borrowings decreased $17.0 million and
were $30.8 million at March 31, 1999 compared to $47.8 million at the end of
1998. The Company has significant additional borrowing capacity to be able to
fund loan growth.
Capital
For the first quarter of 1999, shareholders' equity increased by
$68,000 compared to December 31, 1998. This resulted from earnings during the
quarter in excess of dividends, and was net of a decrease in unrealized gains,
net of tax, on securities classified as available for sale and common stock
repurchases. The company paid shareholders a dividend totalling $205,000 for the
first three months of 1999. Net income for the first quarter of 1999 was
$507,000. Shareholders' equity to total assets remained strong at 10.2% at March
31, 1999. Tier 1 (Core) and Tier 2 (Total) capital to risk-adjusted assets
ratios decreased as a result of changes in the asset mix to 14.3% and 16.0%,
respectively, at March 31, 1999. The Company's leverage ratio for the first
three months of 1999 was 9.2%. These ratios exceed regulatory minimums.
Liquidity
At March 31, 1999, outstanding loan commitments and unused lines of
credit for the Company totalled $92.6 million. Of this total, management places
a high probability of required funding within one year on approximately $30
million. The amount remaining is
7
<PAGE>
unused home equity lines and other consumer lines on which management places a
low probability for required funding. At March 31, 1999, the Company's liquidity
position continues to be strong. The Company also had additional borrowing
capacity of approximately $55 million at March 31, 1999.
Interest Rate Risk
Due to changes in interest rates, the level of income for a financial
institution can be affected by the repricing characteristics of its assets and
liabilities. At March 31, 1999, the Company's liability sensitive position
decreased modestly from December 31, 1998 due to the decrease in residential
mortgage loans and lower short term borrowings that both resulted from the loan
sale. A liability sensitive position, theoretically, is favorable in a falling
rate environment since more liabilities than assets will reprice in a given time
frame as interest rates fall. Management works to maintain a consistent spread
between yields on assets and costs of deposits and borrowings, regardless of the
direction of interest rates. However, the net yield on interest earning assets
fell in the first quarter of 1999 to 4.16% from 4.37% in the fourth quarter of
1998. This was principal caused by the 75 basis point drop in the prime rate in
October and November, 1998. The Company constantly works to manage its exposure
to interest rate shifts, and minimize the effect on earnings.
The Year 2000 Issue
The following information is provided as a "Year 2000 Readiness Disclosure" in
compliance with the Year 2000 Information and Readiness Disclosure Act of 1998.
It should be read in conjunction with the information under "The Year 2000
Issue" contained in the 1998 Annual Report to Shareholders.
As of March 31, 1999, the Company is on target with the timetable as described
in the 1998 Annual Report to Shareholders. All critical functions have been
tested and found to be Year 2000 ready. Certain peripheral functions remain to
be tested, and will be completed before June 30, 1999. No problems are
anticipated. The Company is in the process of documenting its contingency plans
for all mission critical systems which will also be completed by June 30, 1999.
The Company expects that the possible worst case scenario continues to be
accurately described in the 1998 Annual Report to Shareholders. The Company is
also making plans to provide for adequate levels of liquidity, security and
insurance for the period surrounding the millennium date change. Total cost
estimates have not changed from that described in the 1998 Annual Report to
Shareholders.
8
<PAGE>
PART II--OTHER INFORMATION
Item 1. Legal Proceedings
There is no information to be reported under this item for the quarter ended
March 31, 1999.
Item 2. Changes in Securities
There is no information to be reported under this item for the quarter ended
March 31, 1999.
Item 3. Defaults Upon Senior Securities
There is no information to be reported under this item for the quarter ended
March 31, 1999.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on April 27, 1999. At such
meeting, the following matters were addressed, and the related ballots were cast
as indicated:
1. Election of Directors
The following nominees were elected as directors of the
Company for a three year term expiring at the Annual Meeting
of Shareholders in 2002:
<TABLE>
<CAPTION>
<S> <C>
Steven K. Breeden; Votes for- 1,239,566
Votes withheld- 16,701
Thelma T. Daley; Votes for- 1,226,406
Votes withheld- 29,861
Howard S. Klein; Votes for- 1,226,327
Votes withheld- 29,940
Leo A. O'Dea; Votes for- 1,239,566
Votes withheld- 16,701
</TABLE>
9
<PAGE>
The following remaining directors terms of office continue to
the next annual meeting of shareholders indicated.
Continuing until the 2000 Annual Meeting:
Albert R. Counselman
John P. Hauswald
Samuel D. Miller
William C. Rogers, Jr.
Continuing until the 2001 Annual Meeting:
Dallas R. Arthur
C. Edward Hoerichs
Allen Quille
John Paul Rogers
2. Election of Director Emeritus
On nomination from the floor, Mr. William McCallister was
reelected Director Emeritus of the Company:
Votes for- 1,256,267
Votes withheld- 0
3. Vote to Approve an amendment to the Charter of the Company to
reduce the par value of the authorized shares of common stock
from $10 per share to $1 per share and to increase the number
of authorized shares of common stock from 5,000,000 to
10,000,000:
Votes for- 1,187,904
Votes withheld- 68,363
4. Vote to Approve and Ratify the Acts of Officers & Directors
for the past year:
Votes for- 1,256,267
Votes withheld- 0
Item 5. Other Information
There is no information to be reported under this item for the quarter ended
March 31, 1999.
10
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 11- Statement re: Computation of per share
earnings
(b) There have been no Reports on Form 8-K filed by the
Company during the quarter for which this report is
filed.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Carrollton Bancorp
------------------
(Registrant)
Date May 11, 1999 /s/ Dallas R. Arthur
------------------- --------------------
Dallas R. Arthur
President and Chief Executive
Officer
Date May 11, 1999 /s/ David L. Costello III
------------------- -------------------------
David L. Costello III
Treasurer and Chief Financial
Officer
12
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------------------------- ------------
<S> <C> <C>
11 Statement Re: Computation of
Per Share Earnings 14
27 Financial Data Schedule 15
</TABLE>
13
<PAGE>
EXHIBIT 11- Statement Re: Computation of Per Share Earnings
CARROLLTON BANCORP
<TABLE>
<CAPTION>
Three Months Ended
March 31
----------------------
1999 1998
---------- ---------
<S> <C> <C>
Average Shares
Outstanding 1,412,396 1,453,869
---------- ----------
---------- ----------
Net income $ 507,417 $ 479,508
Divide by average
shares
outstanding 1,412,396 1,453,869
---------- ----------
Net income per
share: basic and
diluted $0.36 $0.33
---------- ----------
---------- ----------
</TABLE>
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<CIK> 0000859222
<NAME> 08SVED#W
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 24,212,021
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 880,644
<TRADING-ASSETS> 3,002,474
<INVESTMENTS-HELD-FOR-SALE> 57,571,157
<INVESTMENTS-CARRYING> 7,813,854
<INVESTMENTS-MARKET> 8,127,632
<LOANS> 199,781,320
<ALLOWANCE> 2,461,885
<TOTAL-ASSETS> 303,559,047
<DEPOSITS> 239,555,697
<SHORT-TERM> 31,243,834
<LIABILITIES-OTHER> 1,819,019
<LONG-TERM> 0
0
0
<COMMON> 14,094,940
<OTHER-SE> 16,845,557
<TOTAL-LIABILITIES-AND-EQUITY> 303,559,047
<INTEREST-LOAN> 4,024,912
<INTEREST-INVEST> 783,117
<INTEREST-OTHER> 53,204
<INTEREST-TOTAL> 4,861,233
<INTEREST-DEPOSIT> 1,829,664
<INTEREST-EXPENSE> 2,258,178
<INTEREST-INCOME-NET> 2,603,255
<LOAN-LOSSES> 144,900
<SECURITIES-GAINS> 41,780
<EXPENSE-OTHER> 4,174,950
<INCOME-PRETAX> 631,455
<INCOME-PRE-EXTRAORDINARY> 631,455
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 507,417
<EPS-PRIMARY> 0.36
<EPS-DILUTED> 0.36
<YIELD-ACTUAL> 4.16
<LOANS-NON> 301,669
<LOANS-PAST> 1,115,431
<LOANS-TROUBLED> 330,987
<LOANS-PROBLEM> 725,000
<ALLOWANCE-OPEN> 2,387,732
<CHARGE-OFFS> 86,088
<RECOVERIES> 15,341
<ALLOWANCE-CLOSE> 2,461,885
<ALLOWANCE-DOMESTIC> 1,780,779
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 681,106
</TABLE>
