<PAGE>1
US SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_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 Securities Exchange
Act of 1934
For the transition period from ___________ to ______________
Commission file number - 0-29732
GEORGIA BANCSHARES, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Georgia 58-2176047
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation)
3333 Lawrenceville Highway
Tucker, Georgia 30084
(Address of Principal Executive Offices)
(770) 491-3333
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) has 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
Common stock, par value $1.60 per share: 1,461,632 shares
outstanding as of May 13, 1999
Traditional Small Business Disclosure Format:
Yes X No
<PAGE>2
GEORGIA BANCSHARES, INC.
AND SUBSIDIARY
INDEX
Page No.
Part I: Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets (unaudited)
March 31, 1999 and December 31, 1998 2
Consolidated Statements of Earnings (unaudited)
for the Three Months Ended March 31, 1999 and 1998 3
Consolidated Statements of Comprehensive Earnings
(unaudited) for the Three Months Ended
March 31, 1999 and 1998 4
Consolidated Statements of Cash Flows (unaudited)
for the Three Months Ended March 31, 1999 and 1998 5
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II: Other Information 11
<PAGE>3
<TABLE>
<CAPTION>
Part I: Financial Information
Item 1. Financial Statements
GEORGIA BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Balance Sheets
March 31, 1999 and December 31, 1998
(Unaudited)
Assets
March 31, December 31,
1999 1998
<S> <C> <C>
Cash and due from banks $ 2,875,697 3,309,026
Federal funds sold 2,601,000 2,776,000
Investment securities available for sale (amortized
cost of $14,995,882) 14,837,284 17,428,902
Loans 59,997,897 54,905,247
Less: Allowance for loan losses 794,792 740,617
------- -------
Loans, net 59,202,955 54,164,630
---------- ----------
Premises and equipment, net 2,772,852 2,798,388
Other assets 2,115,066 2,104,167
--------- ---------
$ 84,404,854 82,572,113
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Non-interest-bearing $ 12,865,556 11,648,524
Interest-bearing 60,402,891 60,203,114
---------- ----------
Total deposits 73,268,447 71,851,638
Federal Home Loan Bank Advances 3,000,000 3,000,000
Other liabilities 657,630 343,351
------- -------
Total liabilities 76,926,077 75,194,989
---------- ----------
Stockholders' equity:
Common stock, $1.60 par value; authorized
7,500,000 shares; issued and outstanding
1,461,632 shares 2,338,611 2,338,611
Capital surplus 3,539,770 3,555,270
Accumulated earnings 1,784,711 1,609,093
Unrealized loss on investment securities, net of tax (204,315) (125,850)
--------- --------
(125,850)
Total stockholders' equity 7,478,778 7,377,124
--------- ----------
$ 84,404,854 82,572,113
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>4
<TABLE>
<CAPTION>
GEORGIA BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Earnings
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
Three Months Ended
March 31,
1999 1998
---- ----
Interest income:
<S> <C> <C>
Loans $ 1,435,078 1,195,350
Investment securities 229,644 282,653
Federal funds sold 31,022 58,595
------ ------
Total interest income 1,695,744 1,536,598
--------- ---------
Interest expense:
Demand deposits 106,224 73,966
Savings deposits 43,415 47,253
Time deposits 505,262 607,255
Other 32,894 -
------- -------
Total interest expense 687,795 728,419
------- -------
Net interest income 1,007,949 808,179
Provision for loan losses 60,000 63,000
------ ---------
Net interest income after provision for
loan losses 947,949 745,179
------- -------
Other income:
Service charges on deposit accounts 110,317 71,900
Gain (loss) on sales of investment securities (3,332) 5,182
Other operating income 11,206 37,142
------ ------
Total other income 118,191 114,224
------- -------
Other expense:
Salaries and other personnel expense 354,113 294,310
Net occupancy and equipment expense 99,087 97,467
Other operating expense 245,327 183,456
------- --------
Total other expense 698,527 575,233
------- -------
Earnings before income taxes 367,613 284,170
Income tax expenses 118,912 88,227
-------- ------
Net earnings $ 248,701 195,943
========== =======
Earnings per common share $ .17 .13
=== ===
Earnings per common share - assuming dilution $ .17 .13
=== ===
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>5
<TABLE>
<CAPTION>
GEORGIA BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statement of Comprehensive Earnings
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
Three Months Ended
March 31,
1999 1998
---- ----
<S> <C> <C>
Net earnings $ 248,701 195,943
Other comprehensive earnings, net of tax:
Unrealized gains on securities:
Unrealized holding gains arising during period (69,033) 13,110
Less: Reclassification adjustment for gains included in net income
1,609 (4,708)
-------- -----
Total other comprehensive income (67,424) 8,402
-------- -----
Comprehensive earnings $ 181,277 204,345
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>6
<TABLE>
<CAPTION>
GEORGIA BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 1999 and 1998
(Unaudited)
Three Months Ended
March 31,
1999 1998
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net earnings $ 248,701 195,945
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Provision for loan losses 60,000 63,000
Deferred tax benefits (48,010) 5,140
Depreciation, amortization and accretion 56,634 59,224
Loss (gain) on sales of investment securities 3,332 (5,182)
Change in assets and liabilities:
Prepaid expenses and other assets 37,111 (77,777)
Accrued expenses and other liabilities 314,279 278,850
------- --------
Net cash provided (used) by operating
activities 676,547 519,200
------- -------
Cash flows from investing activities:
Proceeds from sales, maturities and paydowns of
investment securities 4,465,774 2,274,973
Purchases of investment securities (1,960,787) (1,495,378)
Net increase in loans (5,098,325) (1,840,758)
Purchases of premises and equipment (35,264) (6,900)
-------- -------
Net cash provided (used) by investing
activities (2,628,602) (1,068,063)
----------- -----------
Cash flows from financing activities:
Net change in deposits 1,416,809 (424,581)
Dividends paid (73,083) (58,423)
-------- ---------
Net cash provided (used) by financing
activities (1,343,726) (483,951)
----------- ---------
Net increase (decrease) in cash and cash equivalents (608,329) (1,031,867)
Cash and cash equivalents at beginning of the period 6,085,026 10,963,565
-------- ----------
Cash and cash equivalents at end of period $ 5,476,697 9,931,698
=========== ========
Supplemental cash flow information:
Cash paid for interest $ 408,130 465,485
======== =======
Cash paid for income taxes - 12,314
===== =======
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>7
GEORGIA BANCSHARES, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited 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. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month
period ended March 31, 1999, are not necessarily indicative of the
results that may be expected for the year ended December 31, 1999. For
further information refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1998.
(2) Comprehensive Income
The Company has adopted FASB Statement No. 130 Reporting Comprehensive
Income. The statement requires the reporting of comprehensive income in
addition to net income from operations. Comprehensive income is a more
inclusive financial reporting methodology that includes disclosure of
certain financial information that historically has not been recognized
in the calculation of net income.
During the quarter, the Company had unrealized holding gains on
investment securities which were reported as comprehensive income. The
beforetax and aftertax amount, as well as the tax (expense)benefit is
presented below:
<TABLE>
<CAPTION>
Three Months ended March 31, 1999
Tax
Before (Expense)/ After
Tax Benefit Tax
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising
<S> <C> <C> <C>
during period $ (111,272) 42,239 (69,033)
Less: Reclassification adjustment for (gains) losses
realized in net income 2,593) (984) 1,609
----------- -------- --------
$ (108,679) (41,255) (67,424)
=========== ======== =========
</TABLE>
<TABLE>
<CAPTION>
Three Months ended March 31, 1998
Tax
Before (Expense)/ After
Tax Benefit Tax
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising
<S> <C> <C> <C>
during period $ 21,131 (8,021) 13,110
Less: Reclassification adjustment for (gains) losses
realized in net income (7,588) 2,880 (4,708)
-------- ------- ------
$ 13,543 (5,141) 8,402
======== ======= ======
</TABLE>
<PAGE>8
GEORGIA BANCSHARES, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
(3) Earnings Per Share
The Company has adopted FASB Statement No. 128, "Earnings Per Share".
This Statement requires the presentation of "basic" earnings per share,
which excludes the effect of dilution, and "diluted" earnings per share,
which includes the effect of dilution. Earnings per common share amounts
for the three months periods ended March 31, 1999 and 1998 are as
follows:
<TABLE>
<CAPTION>
Three Months ended March 31, 1999
Net Earnings Common Share Per Share
(Numerator) (Denominator) Amount
<S> <C> <C> <C>
Earning per common share $ 248,701 1,461,632 $ 0.17
=====
Effects of dilutive stock options - 25,799
------ ------
Earnings per common share - assuming dilution $ 248,701 1,487,431 $ 0.17
======= ========= ====
</TABLE>
<TABLE>
<CAPTION>
Three Months ended March 31, 1998
Net Earnings Common Share Per Share
(Numerator) (Denominator) Amount
<S> <C> <C> <C>
Earning per common share $ 195,943 1,460,570 $ 0.13
====
Effects of dilutive stock options - 12,563
------- --------
Earnings per common share - assuming dilution $ 195,943 1,473,133 $ 0.13
======= ========= ====
</TABLE>
(4) Supplemental Financial Data
Components of other operating expenses of 1% of total interest income and
other income for the periods ended March 31, 1999 and 1998 are:
Three Months Ended
March 31,
1999 1998
---- ----
Advertising and marketing $ 7,096 15,310
Data processing 41,771 31,085
Postage and courier 11,489 11,514
Printing and supplies 18,520 17,570
Professional fees 21,058 15,400
Merger costs 28,406 -
<PAGE>9
GEORGIA BANCSHARES, INC.
AND SUBSIDIARY
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
For Each of the Three Months in the Periods Ended
March 31, 1999 and 1998
Interim Financial Condition
Georgia Bancshares, Inc. (the "Company") reported total assets of
$84,404,854 as of March 31, 1999, compared to $82,572,113 at December 31, 1998.
The most significant change in the composition of assets was an increase in
gross loans from $54,905,247 to $59,997,897. The increase was funded from a
reduction in investment securities of $2,363,318. Deposits increased by
$1,416,809 (1.97%) from December 31, 1998. As a result of the loan growth, the
loan to deposit ratio has increased to 80.80%. The Company's cash and cash
equivalents have decreased by $608,329 to $5,476,697 as of March 31, 1999.
Liquidity
The Company's liquid assets, as a percentage of total deposits was 7.50%
at March 31, 1999, compared to 8.50% at December 31, 1998. The Company has
approximately $3,650,000 in available unsecured federal fund lines of credit
with correspondent banks. In addition, the Company has secured federal funds
lines from which it can borrow up to the amount of unpledged investment
securities. At March 31, 1999, the Company had unpledged securities totaling
approximately $7,800,000. The Company has not advanced on these lines during
1999. Management analyzes the level of off-balance sheet commitments such as
unfunded loan equivalents, loan repayments, maturity of investment securities,
liquid investment, and available fund lines in an attempt to minimize the
possibility that a potential shortfall will exist. Based on this analysis,
management believes that the Company has adequate liquidity to meet short-term
operating requirements. However, no assurance can be given in this regard.
Capital
The capital of the Company totaled $7,459,277 as of March 31, 1999. The
capital of the Company and the Bank exceeded all prescribed regulatory capital
guidelines. Regulations require that the most highly rated banks maintain a Tier
1 leverage ratio of 3% plus an additional cushion of at least 1 to 2 percentage
points. Tier 1 capital consists of common shareholders' equity, less certain
intangibles. The Bank's Tier 1 leverage ratio was 9.26% at March 31, 1999,
compared to 9.70% at December 31, 1998. Regulations require that the Bank
maintain a minimum total risk weighted capital ratio of 8%, with one-half of
this amount, or 4%, made up of Tier 1 capital. Risk-weighted assets consist of
balance sheet assets adjusted by risk category, and off-balance sheet assets
equivalents similarly adjusted. At March 31, 1999, the Bank had a risk-weighted
total capital ratio of 12.80%, compared to 12.60% at December 31, 1998, and a
Tier I risk-weighted capital ratio of 11.60%, compared to 11.40% at December 31,
1998.
Asset Quality
Nonperforming assets which includes nonaccruing loans, repossessed
collateral and loans for which payments are more than 90 days past due, totaled
$385,658, an increase of $126,368 from December 31, 1998. There were no related
party loans which were considered nonperforming at March 31, 1999. The
composition of the nonperforming assets is presented in the following table:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
<S> <C> <C>
Loans past due over 90 days $ 107,724 -
Loans on nonaccrual 99,296 80,652
Other real estate owned 178,638 178,638
Other repossessed collateral - -
--------- --------
Total nonperforming assets $ 385,658 259,290
=========== =========
Total nonperforming assets as a percentage of
total loans (gross) and other real estate .63% .47%
===== ====
</TABLE>
<PAGE>10
GEORGIA BANCSHARES, INC.
AND SUBSIDIARY
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations - (continued)
For Each of the Three Months in the Periods Ended
March 31, 1999 and 1998
The allowance for loan losses totaled $794,942 at March 31, 1999, an
increase of $54,325 from December 31, 1998. The allowance for loan losses
represented 1.34% and 1.37% of total loans at March 31, 1999 and December 31,
1998, respectively. An analysis of the allowance for loan losses since December
31, 1998 follows:
Allowance for loan losses at December 31, 1998 $ 740,617
Charge-offs:
Commercial -
Real Estate -
Installment 7,045
-------
Total 7,045
Recoveries:
Commercial 316
Real Estate -
Installment 1,054
-----
Total 1,370
Provision charged to income 60,000
Allowance for loan losses at March 31, 1999 $ 794,942
=========
The loan portfolio is reviewed periodically to evaluate the outstanding
loans and to measure the performance of the portfolio and the adequacy of the
allowance for loan losses. This analysis includes a review of delinquency
trends, actual losses, and internal credit ratings. Management's judgment as to
the adequacy of the allowance is based upon a number of assumptions about future
events which it believes to be reasonable, but which may or may not be
reasonable. However, because of the inherent uncertainty of assumptions made
during the evaluation process, there can be no assurance that loan losses in
future periods will not exceed the allowance for loan losses of that additional
allocations to the allowance will not be required.
The Bank was most recently examined by its primary regulatory authority
in November 1998. There were no recommendations by the regulatory authority that
in management's opinion will have material effects on the Bank's liquidity,
capital resources or operations.
Investment Securities
At March 31, 1999, the Bank had $14,837,284 in investment securities
available-for-sale . The net unrealized loss on available for sale securities,
net of deferred taxes, was $204,315 on March 31, 1999. The Bank invests
primarily in obligations of the United States or obligations guaranteed as to
principal and interest by the United States and other taxable and tax exempt
securities. The Bank has included in its investment portfolio instruments
described as a derivative, primarily, structured note derivatives. Structured
notes are debt securities whose cash flow characteristics depend on one or more
indexes. Structured notes carry high credit ratings and are issued as
floating-rate instruments. In a rising interest rate environment, the market
value of these securities can decrease due to the fact that the embedded
options, puts, calls, etc., become evident. There can be no assurance that as
interest rates change in the future the amount of unrealized loss will not
increase, but if these securities are held until they mature and are repaid in
accordance with their terms, these principal losses will not be realized.
<PAGE>11
GEORGIA BANCSHARES, INC.
AND SUBSIDIARY
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations - (continued)
For Each of the Three Months in the Periods Ended
March 31, 1999 and 1998
Results of Operations
Net interest income for the first three months of 1999 was $1,007,949, an
increase $199,770 (24.70%) compared to the same period for 1998. Interest income
for the first three months of 1999 was $1,695,744, representing an increase of $
159,146 (10.36%) over the same period in 1998. The growth in interest income was
primarily due to increases in loans. Interest expense for the first three months
of 1999 decreased $40,624 (5.58%) compared to the same period in 1998. The
increase in interest expense was lower than the increase in interest income due
to changes in the deposit mix. Approximately $5,000,000 of certificates of
deposits had shifted into interest-bearing demand accounts since March 31, 1998.
Amounts charged to expense related to the allowance for loan losses for
the first three months of 1999 decreased $3,000 compared to the same period for
1998. The provision remains almost constant due to the level of growth in loans
and management's belief in maintaining a high level of the allowance for loan
losses in relationship to total loans.
Other income for the first three months of 1999 was $118,191, an increase
of $3,967 (3.36%) compared to the same period in 1998. The increase in other
income is primarily due to income on the sale of loans of $12,624.
Other expenses for the first three months of 1999 increased $123,297
(21.40%) compared to the first three months in 1998. The majority of the
increase was attributed to expenses related to increases in salaries and
employee benefits of $59,803 related to merit increases and hiring additional
personnel. Other expense items include expenses relating the Company's merger
with First Sterling Banks, Inc. of $28,406.
Year 2000
The company is in the process of insuring that all of our computer hardware,
software, third party service providers and other systems are fully Year 2000
compliant. We have identified several computer hardware devices, computer
software systems and other systems that are not compliant. Substantially all
non-compliant systems have been upgraded. The Company has also contacted all
third party service providers and obtained data about their readiness.
Substantially all third party service providers are compliant. The Company will
continue to monitor the efforts of all third party service providers as well as
obtaining certification and test results to ensure their readiness.
The Company completed a conversion to Year 2000 compliant computer systems on
October 1, 1998. The Company's third party service providers absorbed the
majority of the costs associated with the conversion. We are projecting that
complete testing and certification of our systems will be completed by April 30,
1999.
The Company has budgeted approximately $85,000 for Year 2000 expenditures and
computer systems replacements and upgrades. To date, the Company has spent
approximately $ 67,000 on upgrades and customer awareness documentation and
seminars.
The Company has developed a contingency plan for backup systems and business
functions should any technical problems be encountered. Specific guidelines have
been established in case critical systems or communications interruptions occur.
Assignments have been established, as well as step-by-step instructions should
any system or process malfunction.
The Company has assessed the risks associated with our loan and deposit
customers. The assessments did not disclose any significant exposure the Company
might incur associated with our customers and the Year 2000. At the present
time, management has no reasonable means to predict the potential exposure
related to the Year 2000.
<PAGE>12
GEORGIA BANCSHARES, INC.
AND SUBSIDIARY
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security-Holders
On March 16, 1999, the Company held a Special Meeting of Shareholders to
adopt, authorize, approve and ratify the merger agreement which provides for the
merger of Georgia Bancshares, Inc. with and into First Sterling Banks, Inc.,
with First Sterling Banks, Inc, being the surviving corporation resulting from
the merger.
There were 1,036,593 shares in favor to approve the Merger Agreement and
1,500 shares were voted against, out of a total 1,461,632 outstanding shares.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
None
The following Exhibits are filed with or incorporated by reference in this
Report as indicated below: 2 Plan and Agreement of Reorganization, dated as
of February 16, 1995, by and among the Bank, Interim and the Company
(incorporated by reference from Appendix A to the Proxy
Statement/Prospectus included in the Company's Registration Statement on
Form S-4, Commission File No. 33-90742, filed with the Commission on March
31, 1995 (the "S-4 Registration Statement")).
3.1 Articles of Incorporation of the Company (incorporated by
reference from Exhibit 3.1 to the S-4 Registration Statement.
3.2 Bylaws of the Company (incorporated by reference from Exhibit
3.2 to the S-4 Registration Statement).
4 Form of Certificate representing shares of the $1.60 par value
common stock of the Company (incorporated by reference from
Exhibit 4.1 to the S-4 Registration Statement).
21 List of Subsidiaries of the Company (incorporated by reference
from Exhibit 21 to the Form 8-K, Commission File No.
33-90742), filed with the Commission on August 18, 1995.
<PAGE>13
GEORGIA BANCSHARES, INC.
AND SUBSIDIARY
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GEORGIA BANCSHARES, INC.
By: /s/ Ted A. Murphy
Ted A. Murphy
President and CEO
By: /s/ David L. Edgar
David L. Edgar, CPA
Principal Financial Officer
Date: May 14, 1999
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 2,875,697
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,601,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 14,837,284
<INVESTMENTS-CARRYING> 14,837,284
<INVESTMENTS-MARKET> 14,837,284
<LOANS> 59,202,955
<ALLOWANCE> 794,792
<TOTAL-ASSETS> 84,404,854
<DEPOSITS> 73,268,447
<SHORT-TERM> 0
<LIABILITIES-OTHER> 657,630
<LONG-TERM> 0
0
0
<COMMON> 2,338,611
<OTHER-SE> 5,120,166
<TOTAL-LIABILITIES-AND-EQUITY> 84,404,854
<INTEREST-LOAN> 1,435,078
<INTEREST-INVEST> 229,644
<INTEREST-OTHER> 31,022
<INTEREST-TOTAL> 1,695,744
<INTEREST-DEPOSIT> 654,901
<INTEREST-EXPENSE> 687,795
<INTEREST-INCOME-NET> 687,795
<LOAN-LOSSES> 60,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 698,527
<INCOME-PRETAX> 367,613
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 248,701
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
<YIELD-ACTUAL> 4.59
<LOANS-NON> 107,724
<LOANS-PAST> 99,296
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 717,513
<ALLOWANCE-OPEN> 740,617
<CHARGE-OFFS> 7,045
<RECOVERIES> 1,370
<ALLOWANCE-CLOSE> 794,942
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 794,942
</TABLE>
