<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 SEPTEMBER 30, 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 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 (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: 2,810,480 COMMON SHARES
OUTSTANDING AT SEPTEMBER 30, 1999
<PAGE>
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Carrollton Bancorp
and Subsidiary
<TABLE>
<CAPTION>
September 30 December 31
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 24,368,340 $ 32,524,320
Federal funds sold 941,766 22,145
Investment securities:
Available for sale 80,037,977 56,745,748
Held to maturity 7,007,449 8,386,910
(approximate market value of $7,052,511;
$8,737,125; and $8,738,125)
Loans held for sale 3,167,442 3,493,960
Loans, less allowance for loan losses of 236,544,785 204,919,155
$2,781,952; $2,387,732; and $2,361,753
Bank premises and equipment 7,560,228 6,894,713
Deferred income taxes 281,008
Accrued interest receivable 2,687,254 2,060,746
Other assets 2,725,108 2,806,292
------------ ------------
$365,321,357 317,853,989
============ ============
LIABILITES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest bearing 42,286,792 37,817,737
Interest-bearing 204,173,966 199,161,288
------------ ------------
Total deposits 246,460,758 236,979,025
Federal funds purchased and securities
sold under agreement to repurchase 18,912,001 12,816,453
Advances from the Federal Home Loan Bank 65,000,000 35,000,000
Notes payable - U.S. Treasury 1,796,767 414,906
Accrued Interest payable 433,938 235,696
Income taxes payable 384,177 426,947
Other liabilities 1,114,551 1,108,434
------------ ------------
334,102,192 286,981,461
------------ ------------
SHAREHOLDERS' EQUITY
Common stock, par $1.00 per share; 2,810,480 14,147,440
authorized 10,000,000 shares; issued and outstanding
2,810,480; 2,829,488; and 2,846,948
Surplus 18,558,470 7,559,137
Accumulated other comprehensive income 76,482 1,201,658
Retained earnings 9,773,733 7,964,293
------------ ------------
31,219,165 30,872,528
------------ ------------
365,321,357 317,853,989
============ ============
</TABLE>
Note: Balances at December 31, 1998 are derived from audited financial
statements.
Page 1
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Carrollton Bancorp
and Subsidiary
<TABLE>
<CAPTION>
Quarter Ended September 30 Nine Months Ended September 30
1999 1998 1999 1998
.......... ........... .......... .........
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and Fees on Loans $ 4,610,409 $ 4,327,870 $12,895,591 $12,162,488
Interest and Dividends on Securities:
Taxable interest income 815,646 577,281 1,883,902 2,122,218
Nontaxable interest income 317,412 310,075 953,631 886,304
Dividends 39,831 23,749 99,722 56,379
Interest on Federal funds sold and
other interest income 65,197 55,832 189,663 157,195
----------- ----------- ----------- -----------
Total interest income 5,848,495 5,294,807 16,022,509 15,384,584
----------- ----------- ----------- -----------
INTEREST EXPENSE
Deposits 1,992,077 2,048,720 5,712,373 6,091,326
Other 949,835 465,537 1,933,240 1,218,791
----------- ----------- ----------- -----------
Total interest expense 2,941,912 2,514,257 7,645,613 7,310,117
----------- ----------- ----------- -----------
Net interest income 2,906,583 2,780,550 8,376,896 8,074,467
Provision for loan losses 149,450 315,000 439,250 480,000
----------- ----------- ----------- -----------
Net interest income after provision for loan losses 2,757,133 2,465,550 7,937,646 7,594,467
----------- ----------- ----------- -----------
OTHER OPERATING INCOME
Service charges on deposit accounts 334,454 322,043 1,005,253 968,192
Brokerage commissions 283,246 231,570 795,286 715,601
Other fees and commissions 1,708,704 1,258,427 4,950,927 3,511,972
Gains on sale of business segment 1,554,526 0 1,554,526 0
Gains on security sales 7,995 2,063,947 85,724 2,094,826
Gains on loan sales 0 253,630 249,940 253,630
----------- ----------- ----------- -----------
Total other income 3,888,925 4,129,617 8,641,656 7,544,221
----------- ----------- ----------- -----------
OTHER EXPENSES
Salaries 1,380,607 1,365,929 4,124,400 3,931,634
Employee benefits 332,668 303,146 982,724 906,602
Occupency 365,576 424,884 1,216,823 1,212,114
Furniture and equipment 386,358 328,498 1,112,703 898,334
Other operating expenses 2,193,208 1,670,772 5,844,558 4,518,802
----------- ----------- ----------- -----------
Total other expenses 4,658,417 4,093,229 13,281,208 11,467,486
----------- ----------- ----------- -----------
Income before Taxes 1,987,641 2,501,938 3,298,094 3,671,202
Income taxes 622,150 844,130 854,296 1,070,397
----------- ----------- ----------- -----------
Net income $ 1,365,491 $ 1,657,808 $ 2,443,798 $ 2,600,805
=========== =========== =========== ===========
EARNINGS PER COMMON SHARE
Net income - basic and diluted $ 0.48 $ 0.58 $ 0.87 $ 0.90
=========== =========== =========== ===========
</TABLE>
Page 2
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Carrollton Bancorp
and Subsidiary
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1999 1998
----------- --------------
<S> <C> <C>
Cash flows from operating activities
Interest received $ 15,436,411 $ 15,634,818
Fees and commissions received 7,190,932 4,901,803
Origination of loans held for sale (18,730,042) 0
Sale of loans held for sale 19,229,922 0
Gain on sale of loans held for sale (249,940) 0
Interest paid (7,447,371) (7,324,223)
Cash paid to suppliers and employees (12,789,953) (9,189,068)
Income taxes paid (282,774) (146,225)
------------ ------------
2,357,185 3,877,105
------------ ------------
Cash flows from investing activities
Proceeds from maturities of securities held to maturity 1,370,000 3,926,155
Purchases of securities held to maturity 0 (499,688)
Proceeds from sales of securities available for sale 2,703,826 10,994,962
Proceeds from maturities of securities available for sale 11,124,596 25,617,711
Purchases of securities available for sale (38,649,067) (19,918,103)
Loans made, net of principal collected (25,714,653) (40,412,229)
Purchase of loans (4,719,123) (7,683,806)
Sale of loans held for sale 0 18,951,575
Purchases of premises and equipment (1,788,665) (1,970,494)
------------ ------------
(55,673,086) (10,993,917)
------------ ------------
Cash flows from financing activities
Net (decrease) increase in deposits 9,481,733 (1,076,433)
Net increase (decrease) in other borrowed funds 37,569,794 9,851,185
Dividends paid (634,357) (615,576)
Common stock purchase and retirement (337,628) (1,131,832)
------------ ------------
46,079,542 7,027,344
------------ ------------
Net increase (decrease) in cash and cash equivalents (7,236,359) (89,468)
Cash and cash equivalents at beginning of year 32,546,465 25,063,180
============ ============
Cash and cash equivalents at September 30th $ 25,310,106 $ 24,973,712
============ ============
Reconciliation of net income to net cash
provided by operating activities
Net income $ 2,433,798 $ 2,600,805
Adjustments to reconcile net income to
net cash provided by operating activities
Provision for loan losses 439,250 480,000
Depreciation and amortization 1,032,507 876,235
Amortization of premiums and discounts 40,410 42,786
Gain on disposal of securities (85,724) (2,348,456)
Gain on sale of business unit (1,554,526) 0
(Increase) decrease in
Accrued interest receivable (626,508) 207,448
Other assets 78,757 (317,328)
Increase (decrease) in
Accrued interest payable 198,242 (14,106)
Income taxes payable 571,522 924,172
Other liabilities (170,543) 1,425,549
============ ============
$ 2,357,185 $ 3,877,105
============ ============
</TABLE>
- 3 -
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
CARROLLTON BANCORP
Period ended September 30, 1999
The accompanying unaudited consolidated financial statements prepared as of and
for the quarter ended September 30, 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.
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
Comprehensive income is defined as net income plus transactions and other
occurrences which are the result of non-owner changes in equity. For the
Company, non-owner equity changes are comprised of unrealized gains or losses on
debt securities that will be accumulated with net income in determining
comprehensive income. Presented below is a reconcilement of net income to
comprehensive income for the interim periods:
<TABLE>
<CAPTION>
FOR THE NINE MONTH PERIODS ENDED: SEPTEMBER 30, 1999 SEPTEMBER 30, 1998
- --------------------------------- ------------------ ------------------
<S> <C> <C>
Net income $2,443,798 $ 2,600,805
Other comprehensive income (loss):
Unrealized holding gains during the period (1,747,407) 524,826
Less: Adjustment for security gains (85,724) (58,267)
-------- --------
Other comprehensive income (loss), before tax (1,833,131) 466,559
Income taxes on items of comprehensive income 707,955 (180,185)
------- ----------
Other comprehensive income (loss), after tax (1,125,176) 286,374
----------- ---------
Comprehensive income $1,318,622 $2,887,179
=========== ==========
</TABLE>
4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING RESULTS AND
FINANCIAL CONDITION
Earnings
Summary
Carrollton Bancorp's net income for the first nine months of 1999 was
$2,444,000 or $.87 per share as compared to $2,601,000 or $.90 per share, for
the same period of 1998. Net income for the third quarter of 1999 was
$1,365,000, or $.48 per share, as compared to $1,658,000, or $.58 per share,
for the third quarter of 1998. The decrease in earnings is primarily due to
the impact of non-recurring items on the comparable periods.
Net Interest Income
Net interest income increased for the Company by 4% for the first nine
months of 1999 as compared to the same period of 1998 because of growth in
average loans outstanding and a reduction in funding costs. Total interest
income increased 4% for the first nine months of 1999 and increased 10% for
the third quarter of 1999 as a result of growth in the loan portfolio. Total
assets grew by 11% on average for the first nine months of 1999 as compared
to 1998, driven by 15% growth in the average loan portfolio. The tax
equivalent yield on earning assets decreased to 7.43% for the first nine
months of 1999 as compared to 7.848% for 1998, and was 7.58% for the third
quarter of 1999.
Total interest expense increased by 4.6% in the nine months of 1999 as
compared to 1998 due primarily to increased borrowing levels. Average
deposits increased 6% for the first nine months of 1999 compared to 1998
while average borrowed funds increased by 45% compared to the same period in
1998. The Company is using borrowings to fund asset growth.
Due to compression of the interest margin, the net yield on average
earning assets decreased to 3.61% in the first nine months of 1999 as
compared to 3.86% for the comparable period of 1998.
Provision for Loan Losses
During the first nine months of 1999, the provision for loan losses was
$439,250 compared to $480,000 for the first nine months of 1998. The
provision was made based on a thorough evaluation of the allowance for loan
losses. Nonaccrual, restructured, and delinquent loans over 90 days to total
loans decreased to .44% at September 30, 1999 from 1.02% at December 31,
1998. In addition, growth of the loan portfolio since September 30, 1998
necessitated maintaining the current provision level to maintain a ratio of
allowance for loan losses to loans that was prudent.
Page 5
<PAGE>
Non-Interest Income
For the first nine months of 1999, non-interest income, excluding
non-recurring items, increased 30% over the same period of 1998. Other fees
and commissions increased $1,439,000 principally due to increases in ATM fees
and merchant discount income. The growth in the number of ATMs combined with
an increase in the pricing of transactions helped boost ATM fee income.
Merchant discount income grew as a result of an increase in the number of
merchants. Service charges on deposit accounts grew modestly as the number of
accounts grew, and the Company's brokerage subsidiary increased commission
income as a result of the continued growth in the investment markets.
Security gains decreased in 1999 from 1998. During 1998, a fund manager
restructured an equity portfolio.
Gains on loan sales amounted to $250,000 in the nine months of 1999 as
the Company continued to build a loan servicing portfolio to provide future
servicing income.
Non-Interest Expenses
Non-interest expenses increased 16% for the first nine months of 1999
over the same period of 1998. Salaries increased by 5% over 1998 as a result
of merit increases, and includes a severance accrual for a reduction in
staff. Employee benefits costs increased principally from increases in
pension and health benefit costs. Occupancy increased principally due to the
cost of leasing space for the increased number of ATM machines deployed.
Furniture and equipment costs also increased primarily from growth in the ATM
network. Other operating expenses increased from transaction volume growth in
the Electronic Banking area, principally ATM and merchant services
transactions.
Income Tax Provision
For the first nine months of 1999, the effective tax rate was 25.9% as
compared to 29.2% for the same period in 1998. The effective tax rate has
declined primarily as a result of the growth of tax free income to total income
before taxes. The Company derives federal tax free income from the municipal
bond portfolio, and state tax free income from certain agency securities.
Financial Condition
Summary
Total assets for the Company were $365.3 million at September 30, 1999 as
compared to $317.9 million at the end of 1998. Loans increased by 15% while
investment
Page 6
<PAGE>
securities increased by 18%. In addition, deposits increased by 4% and
borrowed funds grew by 77% since December 31, 1998.
Investment Securities
Investment securities increased $11.9 million or 18% from December 31,
1998 to September 30, 1999. The increase resulted from a decision to
accelerate security purchases to replace a shortfall in loan production
during the first quarter. Most of the security growth came in the second
quarter. In addition, securities were purchased to help provide for liquidity
needs for the Year 2000 Change as the end of the year approaches.
Loans
At September 30, 1999, total loans increased $31.7 million or 15% to
$242.5 million from the end of 1998. This growth occurred on top of loan
sales of $19.2 million. Virtually all of the growth has been real estate
related, principally in either commercial mortgages or residential
mortgages. The mortgage subsidiary, started in late 1997, is the reason for
the growth in residential mortgages. The Company has been successful in
growing the commercial mortgage portfolio in a very competitive market. The
Company has not reduced its underwriting standards in an attempt to originate
commercial loans.
Allowance for Loan Losses
The allowance for loan losses increased $394,000 from December 31, 1998
and amounted to $2.8 million at September 30, 1999. The increase was the
result of provisions for loan losses in excess of net charge-offs, and is
commensurate with growth in the loan portfolio. The ratio of the allowance to
total loans was 1.13% at December 31, 1998 and 1.15% at September 30, 1999.
The loan portfolio continues to hold a significant percentage of real estate
collateralized loans, amounting to 84% at September 30, 1999. The ratio of
net loan losses to average loans outstanding decreased to 0% for the first
nine months of 1999 compared to .28% for the year ended December 31, 1998.
Charge-offs in 1998 were primarily related to commercial loans. The ratio of
nonaccrual loans, restructured loans, plus loans delinquent more than 90 days
to total loans decreased to .44% at September 30, 1999 from 1.02% at
December 31, 1998. The improvement in this ratio came from a decrease in
delinquencies.
Funding Sources
Total deposits increased by $9.5 million or 4% from the end of 1998 to
$246.5 million at September 30, 1999. Interest-bearing accounts increased by
$5.0 million while non-interest bearing accounts increased by $4.5 million.
The growth in the deposit base
Page 7
<PAGE>
over the last few years has caused greater variability in deposit balances
which affects comparisons between periods, however, management does not
consider this variability to be a negative trend. Deposits for the Company
continue to provide a stable source of funds to support assets.
Other borrowings increased by $37.5 million to $85.7 million at
September 30, 1999 from $48.2 million at December 31, 1998. Borrowings for
federal funds purchased and securities sold under agreements to repurchase
increased to $18.9 million at September 30, 1999 from $12.8 million at the
end of 1998. Borrowings from the FHLB increased from $35.0 million at
December 31, 1998 to $65.0 million at September 30, 1999. As previously
noted, the Company used more wholesale funds to support growth than in past
years as the growth rate of deposits has slowed.
Capital
Shareholders' equity decreased by $356,000 or 1.15% for the first nine
months of 1999 compared to the end of 1998. This was primarily due to the
decrease of $1,125,000 in accumulated other comprehensive income for the six
month period as interest rate increases caused a drop in the market value of
investment securities classified as available for sale. Net income for the
first nine months of 1999 was $2,444,000, and dividends paid were $634,000.
The Company also reacquired shares on the open market totaling $338,000.
Shareholders' equity amounted to 8.5% of total assets at September 30, 1999
compared to 9.7% at December 31, 1998. Tier 1 (Core) and Tier 2 (Total)
capital to risk-adjusted assets ratios were 12.6% and 14.3%, respectively.
Although the risk-based capital ratios were below levels at December 31, 1998
because of asset growth, they still far exceeded regulatory minimums. The
Company's leverage ratio was 8.6% at September 30, 1999 and 9.4% at year end
1998.
Liquidity
As of September 30, 1999, outstanding loan commitments and unused lines
of credit for the Company totaled $92.2 million. Management places a high
profitability for required funding within 1 year on approximately $34.20
million of this total. The remaining amount is mainly unused home equity
lines and credit card lines on which management places a low probability
for required funding. At September 30, 1999, the Company's liquidity position
continues to be adequate. The Company also continues to have additional
borrowing capacity sufficient to meet funding needs.
The Company is currently completing its plans for satisfying liquidity
requirements for the Year 2000 millennium change, and these actions may
reduce liquidity temporarily near the end of 1999.
Page 8
<PAGE>
Interest Rate Risk
The level of income of a financial institution can be affected by the
repricing characteristics of its assets and liabilities due to changes in
interest rates. The Company's liability sensitive position at September 30,
1999 as measured by the level of rate sensitive assets to rate sensitive
liabilities continues to increase from December 31, 1998 due to growth in
residential mortgages. In theory, a liability sensitive position is favorable
in a falling interest rate environment since more liabilities than assets
will reprice in a given time frame as interest rates fall. Because of
interest rate declines in assets that could not be totally passed through as
reductions in deposit costs, and due to the greater use of wholesale funds to
support asset growth, the margin slipped from previous levels. Management
continually seeks methods to reduce its exposure to interest rate shifts.
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.
The Year 2000 issue relates to computer programs which use only two
digits to identify a year in the date field. Unless corrected, these programs
could read the year 2000 as the year 1900, and likely would adversely affect
any number of calculations that are made using that date field. For financial
institutions, this may affect interest calculations on loans and deposits,
due dates for loans and maturity dates for deposits. Additional issues
surrounding the millennium change relate to liquidity, security, and earnings.
As of September 30, 1999, the Company is on target with the timetable as
described in the 1998 Annual Report to Shareholders. All critical systems
have been tested and determined to be Year 2000 compliant. The Company has
completed documentation of the business resumption and contingency plan, and
management has moved to implement its requirements. Complete readiness under
the business resumption and contingency plan is expected prior to December 31,
1999. The Company has also continued to promote a customer and associate
awareness program to provide information about the Company's readiness for
the millennium change.
The Company continues to expect that the worst possible scenario that
may occur will be imposed by an outside source. In that event, the Company's
business resumption and contingency plan addresses telecommunications and
power issues such that each location would have access to all customer
information to be able to provide customer service after the millennium date
change. This is intended to provide a short term solution to potential
operating problems. In addition, backup processing systems and procedures
have been developed as part of the plan. Plans addressing concerns over
liquidity, security and insurance coverage have also been developed and
implemented.
Total cost estimates of addressing all Year 2000 issues and concerns
remain as stated in the 1998 Annual Report to Shareholders.
Page 9
<PAGE>
PART II--OTHER INFORMATION
Item 1. Legal Proceedings
There is no information to be reported under this item for the quarter ended
September 30, 1999.
Item 2. Changes in Securities
There is no information to be reported under this item for the quarter ended
September 30, 1999.
Item 3. Defaults Upon Senior Securities
There is no information to be reported under this item for the quarter ended
September 30, 1999.
Item 4. Submission of Matters to a Vote of Security Holders
There is no information to be reported under this item for the quarter ended
September 30, 1999.
Item 5. Other Information
There is no information to be reported under this item for the quarter ended
September 30, 1999.
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.
<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 11/12/99 /s/ Dallas R. Arthur
------------- --------------------
Dallas R. Arthur
President and Chief Executive
Officer
Date 11/12/99 /s/ Randall M. Robey
------------- --------------------
Randall M. Robey
Treasurer and Chief Financial
Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
<S> <C>
11 Statement Re: Computation of
Per Share Earnings 14
27 Financial Data Schedule 15
</TABLE>
<PAGE>
EXHIBIT 11 - STATEMENT RE: Computation of Per Share Earnings
CARROLLTON BANCORP
<TABLE>
<CAPTION>
Quarter Ended June 30 Nine Months Ended June 30
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Average Shares Outstanding:
Basic 2,818,514 2,868,398 2,821,027 2,891,530
--------- --------- --------- ---------
--------- --------- --------- ---------
Diluted 2,820,064 2,869,948 2,822,577 2,893,080
--------- --------- --------- ---------
--------- --------- --------- ---------
Net Income 1,365,491 1,657,808 2,443,798 2,600,805
Divided by average shares outstanding 2,818,514 2,868,398 2,821,027 2,891,530
--------- --------- --------- ---------
Net income per share: Basic $ 0.48 $ 0.58 $ 0.87 $ 0.90
--------- --------- --------- ---------
--------- --------- --------- ---------
Net Income 1,365,491 1,657,808 2,443,798 2,600,805
Divided by average shares outstanding 2,820,064 2,869,948 2,822,577 2,893,080
--------- --------- --------- ---------
Net income per share: Basic $ 0.48 $ 0.58 $ 0.87 $ 0.90
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 24,368,340
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 941,766
<TRADING-ASSETS> 3,167,442
<INVESTMENTS-HELD-FOR-SALE> 80,037,977
<INVESTMENTS-CARRYING> 7,007,499
<INVESTMENTS-MARKET> 7,052,511
<LOANS> 239,326,737
<ALLOWANCE> 2,781,952
<TOTAL-ASSETS> 365,321,357
<DEPOSITS> 246,460,758
<SHORT-TERM> 85,708,768
<LIABILITIES-OTHER> 1,923,601
<LONG-TERM> 0
0
0
<COMMON> 2,810,480
<OTHER-SE> 18,558,470
<TOTAL-LIABILITIES-AND-EQUITY> 365,321,357
<INTEREST-LOAN> 12,895,591
<INTEREST-INVEST> 2,937,255
<INTEREST-OTHER> 189,663
<INTEREST-TOTAL> 16,022,509
<INTEREST-DEPOSIT> 5,712,373
<INTEREST-EXPENSE> 7,645,613
<INTEREST-INCOME-NET> 8,376,896
<LOAN-LOSSES> 439,250
<SECURITIES-GAINS> 85,724
<EXPENSE-OTHER> 13,281,208
<INCOME-PRETAX> 3,298,094
<INCOME-PRE-EXTRAORDINARY> 3,298,094
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,443,798
<EPS-BASIC> .87
<EPS-DILUTED> .87
<YIELD-ACTUAL> 4.10
<LOANS-NON> 255,794
<LOANS-PAST> 758,535
<LOANS-TROUBLED> 478,155
<LOANS-PROBLEM> 698,646
<ALLOWANCE-OPEN> 2,387,732
<CHARGE-OFFS> 172,543
<RECOVERIES> 127,518
<ALLOWANCE-CLOSE> 2,781,952
<ALLOWANCE-DOMESTIC> 2,781,952
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,090,266
</TABLE>
