<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Mark One
(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: 000-25128
First Sterling Banks, Inc.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-2104977
- --------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Post Office Box 2147
Marietta, Georgia 30061
- --------------------------------------------------------------------------------
(Address of principal executive officers)
770-499-2265
- --------------------------------------------------------------------------------
(Issuer's Telephone Number)
Westside Financial Corporation
P. O. Box 2147
Marietta, GA 30061
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year)
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 CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of March 31, 1999 2,635,144
---------
1
<PAGE>
FIRST STERLING BANKS, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information
Consolidated Balance Sheet
March 31,1999 3
Consolidated Statements of Income
Three Months Ended March 31, 1999 and 1998 4
Consolidated Statements of Comprehensive Income
Three Months Ended March 31, 1999 and 1998 5
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1999 and 1998 6
Notes to Consolidated Financial Statements 7-8
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
FIRST STERLING BANKS, INC.
CONSOLIDATED BALANCE SHEET
March 31, 1999
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------- ------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 8,156,340 $ 6,996,921
Interest-bearing deposit in banks 17,586 31,283
Investment securities available for
sale, at estimated market value 33,891,733 34,679,055
Federal funds sold and securities purchased
under agreement to resell 7,580,000 17,563,000
Loans 154,304,696 135,625,009
Less allowance for loan losses 1,762,558 1,626,699
Loans, net 152,542,138 133,998,310
Premises and equipment, net 6,134,331 5,838,761
Other real estate owned 134,900 279,326
Other assets 2,120,037 1,740,478
----------------- ------------------
Total assets $ 210,577,065 $ 201,127,134
----------------- ------------------
----------------- ------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand $ 28,438,004 $ 27,740,577
Interest-bearing demand 55,521,782 50,639,152
Savings 10,363,402 10,030,091
Certificates of deposit 95,702,670 93,018,108
----------------- ------------------
Total deposits 190,025,858 181,427,928
Federal funds purchased and securities sold
under agreement to repurchase 1,039,496 593,962
Other liabilities 1,129,285 927,865
----------------- ------------------
Total liabilities 192,194,639 182,949,755
----------------- ------------------
STOCKHOLDERS' EQUITY
Common stock, 10,000,000 shares authorized;
2,766,644 shares issued at amount paid in 12,416,033 12,416,033
Retained earnings 7,111,154 6,655,054
Less cost of 131,500 shares of treasury stock (1,033,875) (1,033,875)
Accumulated other comprehensive income (loss) (110,886) 140,167
----------------- ------------------
Total stockholders' equity 18,382,426 18,177,379
----------------- ------------------
Total liabilities and stockholders
equity $ 210,577,065 $ 201,127,134
----------------- ------------------
----------------- ------------------
</TABLE>
3
<PAGE>
FIRST STERLING BANKS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March
1999 1998
---------------------------------------
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 3,409,184 $ 2,916,351
Interest on investment securities:
Taxable 437,702 267,529
Nontaxable 64,999 52,358
Interest on Federal funds sold 113,903 232,392
Interest on securities purchased under
agreement to resell 1,727 58,736
Interest on interest-bearing deposits 333 1,419
---------------- ----------------
Total interest income 4,027,848 3,528,785
INTEREST EXPENSE
Interest on deposits 1,672,927 1,526,689
Interest on federal funds purchased
and securities sold under agreement
to repurchase 9,149 3,903
---------------- ----------------
Total interest expense 1,682,076 1,530,592
---------------- ----------------
NET INTEREST INCOME 2,345,772 1,998,193
PROVISION FOR LOAN LOSSES 150,000 51,000
---------------- ----------------
Net interest income after
provision for loan losses 2,195,772 1,947,193
---------------- ----------------
OTHER OPERATING INCOME
Service charges on deposit accounts 118,283 103,408
Gain on sale of loans 7,114 76,596
Mortgage Origination fees 48,444 58,232
Loss on other real estate owned -- (50,744)
Other income 48,009 47,551
---------------- ----------------
Total other income 221,850 235,043
---------------- ----------------
OTHER OPERATING EXPENSES
Salaries and other employee benefits 785,365 773,792
Occupancy and equipment expenses 143,915 139,969
Stationery and supplies 39,362 33,662
Audit and accounting 23,794 25,100
Directors fees 64,250 64,250
Merger expenses 128,775 --
Other operating expense 277,005 315,563
---------------- -----------------
Total operating expenses 1,462,466 1,352,336
---------------- -----------------
Income before income taxes 955,156 829,900
APPLICABLE INCOME TAXES 367,299 268,042
---------------- -----------------
NET INCOME $ 587,857 $ 561,858
---------------- -----------------
Basic earnings per common share $ 0.22 $ 0.21
---------------- -----------------
---------------- -----------------
Diluted earnings per common share $ 0.20 $ 0.20
---------------- -----------------
---------------- -----------------
Cash dividends per share of common stock $ .05 $ .045
---------------- -----------------
---------------- -----------------
</TABLE>
4
<PAGE>
FIRST STERLING BANKS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March
1999 1998
----------------------------------------
<S> <C> <C>
NET INCOME $ 587,857 $ 561,858
OTHER COMPREHENSIVE INCOME, NET OF TAX
Unrealized gains (losses) on securities
available for sale (251,053) 766
----------------- ----------------
COMPREHENSIVE INCOME $ 336,804 $ 562,624
----------------- ----------------
----------------- ----------------
</TABLE>
5
<PAGE>
FIRST STERLING BANKS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 587,857 $ 561,858
--------------- ----------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 77,169 72,256
Provision for loan losses 150,000 51,000
Gain on sale of loans 7,114 76,596
Increase in interest receivable (72,769) (13,297)
Decrease in interest payable (29,341) (102,638)
Other prepaids, deferrals and accruals,net (263,730) (19,677)
--------------- ----------------
Total adjustments (131,557) 64,240
--------------- ----------------
Net cash provided by operating activities 456,300 626,098
--------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of securities available
for sale 5,642,955 --
Proceeds from maturities of securities held
to maturity -- 1,617,502
Proceeds from sale of loans 40,781 673,400
Purchase of investment securities available
for sale (4,835,174) (5,602,547)
Net decrease in federal funds sold 9,983,000 7,775,000
Net increase in loans (18,809,999) (5,523,061)
Acquisitions of other real estate 144,426 135,658
Capital expenditures (374,640) (39,301)
--------------- ----------------
Net cash used in investing activities (8,208,651) (963,349)
--------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 8,597,930 188,124
Net increase (decrease) in securities sold
under agreement to repurchase 445,597 (182,565)
Dividend payments (131,757) (118,243)
Sale of common stock -- 11,700
--------------- ----------------
Net cash provided by (used in)
financing activities 8,911,770 (100,984)
--------------- ----------------
Net increase (decrease) in cash and due from banks
and due from banks 1,159,419 (438,235)
Cash and due from banks at beginning of year 6,996,921 7,651,995
--------------- ----------------
Cash and due from banks at end of period $ 8,156,340 $ 7,213,760
--------------- ----------------
--------------- ----------------
</TABLE>
6
<PAGE>
FIRST STERLING BANKS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
Note 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
for First Sterling Banks, Inc. have been prepared in
accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not
include all of the information and footnotes required by
generally accepted accounting principles for complete
financial statement presentation. In the opinion of
management, all adjustments (consisting solely of normal
recurring adjustments) considered necessary for a fair
presentation have been included.
The results of operations for the three month period ended
March 31, 1999 are not necessarily indicative of the results
to be expected for the year ending December 31, 1999.
Note 2. CURRENT ACCOUNTING DEVELOPMENTS
In June 1998, the Financial Accounting Standards Board issued
SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities". This statement is required to be adopted
for fiscal years beginning after June 15, 1999. However, the
statement permits early adoption as of the beginning of any
fiscal quarter after its issuance. The Company expects to
adopt this statement effective January 1, 2000. SFAS No. 133
requires the Company to recognize all derivatives as either
assets or liabilities in the balance sheet at fair value. For
derivatives that are not designated as hedges, the gain or
loss must be recognized in earnings in the period of change.
For derivatives that are designated as hedges, changes in the
fair value of the hedged assets, liabilities, or firm
commitments must be recognized in earnings or recognized in
other comprehensive income until the hedged item is recognized
in earnings, depending on the nature of the hedge. The
ineffective portion of a derivative's change in fair value
must be recognized in earnings immediately. Management has not
yet determined what effect the adoption of SFAS No. 133 will
have on the Company's earnings or financial position.
There are no other recent accounting pronouncements that have
had, or are expected to have, a material effect on the
Company's financial statements.
7
<PAGE>
Note 3. EARNINGS PER COMMON SHARE
The following is a reconciliation of net income (the
numerator) and weighted-average shares outstanding (the
denominator) used in determining basic and diluted earnings
per common share (EPS):
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1999
- -------------------------------------------------------------------------------------------------------------------
Net Weighted
Income Average Shares Per Share
(Numerator) (Denominator) Amount
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic EPS $ 587,857 2,635,144 $ 0.22
- -------------------------------------------------------------------------------------------------------------------
Effect of Dilutive Securities
Stock Options 235,746
- -------------------------------------------------------------------------------------------------------------------
Diluted EPS $ 587,857 2,870,890 $ 0.20
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1998
- -------------------------------------------------------------------------------------------------------------------
Net Weighted
Income Average Shares Per Share
(Numerator) (Denominator) Amount
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic EPS $ 561,858 2,626,350 $ 0.21
- -------------------------------------------------------------------------------------------------------------------
Effect of Dilutive Securities
Stock Options 254,647
- -------------------------------------------------------------------------------------------------------------------
Diluted EPS $ 561,858 2,880,997 $ 0.20
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Note 4. MERGER WITH GEORGIA BANCSHARES
On September 29, 1998, following several discussions, the board of
directors of First Sterling and Georgia Bancshares executed a
non-binding letter of intent to merge the two bank holding companies.
After negotiations and due diligence investigations, the First Sterling
board of directors and the Georgia Bancshares board of directors
unanimously approved the Merger Agreement in December 1998. The merger
was unanimously approved by the shareholders of First Sterling and
Georgia Bancshares at separate meetings on March 16, 1999. All
regulatory approvals have been received and the merger was consummated
on April 23, 1999.
8
<PAGE>
FIRST STERLING BANKS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results of the Company and its bank subsidiaries, Westside Bank &
Trust Company and Eastside Bank & Trust Company, during the periods included in
the accompanying consolidated financial statements.
FORWARD-LOOKING STATEMENTS
This review contains certain forward-looking statements including
statements relating to present or future trends or factors generally affecting
the banking industry and specifically affecting First Sterling's operations,
markets and products. Without limiting the foregoing, the words "believes"
"anticipates", "intends", "expects" or similar expressions are intended to
identify forward-looking statements. These forward-looking statements involve
certain risks and uncertainties. Actual results could differ materially from
those projected for many reasons including, without limitation, changing events
and trends that have influenced First Sterling's assumptions. These trends and
events include (i) changes in the interest rate environment which may reduce
margins, (ii)non-achievement of expected growth (iii) less favorable than
anticipated changes in national and local business environment and securities
markets (iv) adverse changes in the regulatory requirements affecting First
Sterling (v) greater competitive pressures among financial institutions in First
Sterling's market (vi) Delay and or increase in costs in achieving year 2000
compliance and (vii) greater than expected loan losses. Additional information
and other factors that could affect future financial results are included in
First Sterling's filings with the Securities and Exchange Commission, including
the Annual Report on Form 10-KSB for 1998.
FINANCIAL CONDITION
The Company's total assets have increased $9,449,931 or 4.70% since
December 1998. Total loans have increased 13.77% or $18,679,698 since December
1998; the growth in loans has been funded through a reduction of $9,983,000 in
overnight federal funds sold and an increase in deposits of 4.73% or $8,597,930.
Return on average equity for the three months ended March 31, 1999 was
12.98% on average equity of $18,363,062. This compares to 13.90% on average
equity of $16,389,587 for the same period in 1998.
Return on average assets for the three months ended March 31, 1999 was
1.17% on average assets of $203,470,870, compared to 1.36% on average assets of
$167,333.637 for the same period in 1998.
LIQUIDITY
As of March 31, 1999, the liquidity ratios of both banks, as determined
under guidelines established by regulatory authorities, were satisfactory. The
Banks primary sources of funds are increases in deposits, loan repayments, sales
9
<PAGE>
and maturities of investment securities and net income. In addition, Westside is
a member of the Federal Home Loan Bank, providing an alternative source of
funding and both banks maintain relationships with correspondent banks which
could provide funds on short notice, if needed.
CAPITAL
At March 31, 1999, the capital ratios of the Company and the Banks were
adequate based on regulatory minimum capital requirements. The minimum capital
requirements for banks and bank holding companies require a leverage capital to
total assets ratio of at least 4%, core capital to risk-weighted assets ratio of
at least 4% and total capital to risk-weighted assets of 8%. The following table
reflects the Banks compliance with regulatory capital requirements at March 31,
1999:
<TABLE>
<CAPTION>
Westside Bank Eastside Bank
------------- -------------
<S> <C> <C>
Leverage capital ratio: 9.20% 8.74%
Risk based capital ratios:
Core capital 11.29% 9.02%
Total capital 12.24% 10.03%
</TABLE>
ALLOWANCE FOR LOAN LOSS
The allowance for loan losses totaled $1,762,558 at March 31, 1999, an
increase of $135,859 from December 31, 1998. A provision for loan losses is
charged to operations based upon the growth of the loan portfolio and
management's desire to provide adequately for inherent risk in the loan
portfolio. Management intends to continue maintaining an adequate allowance for
loan losses in relation to loans outstanding, based on management's evaluation
of the loan portfolio under prevailing economic conditions, underlying
collateral value securing loans, Year 2000 risk and such other factors as
management deems appropriate.
Activity in the allowance for loan losses for the three month period
ended March 31, 1999 and March 31, 1998 follows:
<TABLE>
<CAPTION>
March 31,1999 March 31, 1998
------------- --------------
<S> <C> <C>
Balance, January 1 $1,626,699 $1,379,678
Provision charged to expense 150,000 51,000
Net Recoveries(charge-offs) (14,141) (10,614)
--------------- ---------------
Balance March 31 $1,762,558 $1,420,064
--------------- ---------------
</TABLE>
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
Net income for the quarter ended March 31, 1999 showed a modest
increase of $25,999 or 4.63% over the same period in 1998. Core earnings,
exclusive of merger expenses were up 27.55% over the same period in 1998.
Expenses attributable to the Georgia Bancshares merger totaled $128,775 during
the first quarter of 1999. Gains from the sale of SBA loans in the first quarter
of 1999 were $7,114 as compared to $76,596 for the same period in 1998.
10
<PAGE>
Net interest income increased $347,579 or 17.39% over the first quarter
of 1998. Average earning assets increased approximately $35,458,263 or 22.98%
over the same period in 1998, resulting in a 14.14% increase in interest income.
Average interest bearing liabilities increased approximately $27,709,503 or
21.56% over the first quarter of 1998 with an increase in interest expense of
$151,484 or 9.90%.
The provision for loan losses increased $99,000 over the same period in
1998. The provision for the first quarter of 1999 was increased in order to
bring the reserve to a level management felt was adequate, given the loan growth
the company has experienced. The allowance for loan losses as a percentage of
total loans outstanding at March 31, 1999 and December 31, 1998 amounted to
1.14% and 1.20%, respectively.
Total operating expenses, which includes merger expenses of $128,775,
are up $110,130 or 8.14% over the same period in 1998. A reduction of
approximately $26,000 in expenses related to carrying and disposing of other
real estate and collection expenses, helped to offset increases in other areas.
YEAR 2000 PROJECT
The Year 2000 issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Major system
failures or miscalculations could result from programs having time sensitive
software that recognize a date using "00" as the year 1900 rather than the year
2000. First Sterling and its subsidiaries rely heavily upon computers for the
daily conduct of their business. First Sterling will commit all resources
necessary to achieve a satisfactory and timely solution to computer based
problems related to the year 2000 and beyond. Year 2000 committees consisting of
both management and staff personnel have been established and the project is
receiving full support and attention from senior management and the Boards of
Directors of both Eastside Bank and Westside Bank. A comprehensive plan which
addresses all aspects of the project is in place and work on the project is on
schedule.
Under the direction and supervision of senior management the banks have
completed their assessment and awareness phase, having reviewed all computer
hardware, computer software, third party providers and vendors for year 2000
readiness.
Once the assessment and renovation phase was complete management began
the task of replacing or upgrading those systems that were found to be
non-compliant. Management believes that all mission critical hardware, operating
systems and third party providers found to be non-compliant have been upgraded
or replaced.
Testing of all internal mission critical systems is performed in the
banks in a test environment that has been established to mirror the banks
internal operating systems. Testing of mission critical third party providers
is accomplished through the use of proxy testing. All proxy testing from
mission critical third party providers is reviewed by bank personnel to
determine tests have been performed using the appropriate dates and
environment. The testing phase of the project is nearly completed.
11
<PAGE>
Detailed contingency and business resumption plans are being developed
to ensure any interruption in daily operations caused by uncontrollable events
will be minimal. The banks are developing plans that will allow them to perform
all mission critical functions using alternative equipment or processing
manually. Contingency and business resumption plans will also be fully tested by
June 30, 1999 to ensure successful operations.
The company has contacted all major borrowers to determine their
potential risk to Y2K problems and assigned a risk code to each borrower, based
on Y2K risk and underlying collateral. Having completed this process the
adequacy of the loss reserve was reviewed and found to be adequate at this time.
New borrowers are evaluated, as appropriate, for Y2K risk during the initial
credit review process. Management will continue to monitor those borrowers
considered high risk and the adequacy of the loss reserve.
The company will continue to access the potential liquidity risk with
its deposit customers and review the adequacy of available facilities to cover
short-term liquidity needs. Additional facilities will be established to cover
possible short-term liquidity needs, as appropriate.
The Company has budgeted approximately $250,000 for Year 2000
expenditures, including computer system replacements and upgrades. To date, the
Company has spent approximately $100,000
The Year 2000 Project will continue to receive the full support and
attention from senior management and the Board of Directors of both Eastside
Bank and Westside Bank. The project is on schedule and the timetable will allow
for an adequate period of thorough testing and modifications, as appropriate,
well in advance of the year change.
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Report on Form 8-K
There were no reports on Form 8-K filed during the quarter
ended March 31, 1999.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRST STERLING BANKS, INC.
Date: May 12, 1998 By: /s/ Edward C. Milligan
-------------------- -------------------------------------
Edward C. Milligan, President
Date: May 12, 1998 By: /s/ Barbara J. Bond
-------------------- ------------------------------------
Barbara J. Bond, Secretary
Treasurer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR PERIOD ENDING MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 8,156,340
<INT-BEARING-DEPOSITS> 17,586
<FED-FUNDS-SOLD> 7,580,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 33,891,733
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 154,304,696
<ALLOWANCE> 1,762,558
<TOTAL-ASSETS> 210,577,065
<DEPOSITS> 190,025,858
<SHORT-TERM> 1,039,496
<LIABILITIES-OTHER> 1,129,285
<LONG-TERM> 0
0
0
<COMMON> 12,416,033
<OTHER-SE> 7,111,154
<TOTAL-LIABILITIES-AND-EQUITY> 210,577,065
<INTEREST-LOAN> 3,409,184
<INTEREST-INVEST> 502,701
<INTEREST-OTHER> 115,963
<INTEREST-TOTAL> 4,027,848
<INTEREST-DEPOSIT> 1,672,927
<INTEREST-EXPENSE> 1,682,076
<INTEREST-INCOME-NET> 2,345,772
<LOAN-LOSSES> 150,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,462,466
<INCOME-PRETAX> 955,156
<INCOME-PRE-EXTRAORDINARY> 955,156
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 587,857
<EPS-PRIMARY> .22
<EPS-DILUTED> .20
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,626,699
<CHARGE-OFFS> 15
<RECOVERIES> 1
<ALLOWANCE-CLOSE> 1,762,558
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
