<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 QUARERLY PERIOD ENDED SEPTEMBER 30, 1997
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO _____.
COMMISSION FILE NO. 333-10909
FORSYTH BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58- 2231953
(STATE OF INCORPORATION) (I. R. S. EMPLOYER IDENTIFICATION NO.)
501 TRI COUNTY PLAZA, CUMMING, GA. 30030
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
770-886-9500
(ISSUERS TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(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.
X YES NO
- ---- ----
APPLICABLE ONLY TO CORPORATE ISSUERS
STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON
EQUITY,
AS OF THE LATEST PRACTICABLE DATE:
800,000 SHARES OF COMMON STOCK, AT NO PAR VALUE, ISSUED AND OUTSTANDING AS OF
SEPTEMBER 30, 1997.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES X NO
----- -----
<PAGE>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 1997 AND
SEPTEMBER 30, 1997.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED
JUNE 30, 1997 AND SEPTEMBER 30, 1997 AND YEAR TO DATE THROUGH
SEPTEMBER 30, 1997.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 1997.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
2
<PAGE>
FORSYTH BANCSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
September 30, June 30,
1997 1997
------------ ------------
Assets:
<S> <C> <C>
Cash and due from banks $ 2438 $ 1896
Federal Funds Sold 4840 10010
Investment securities-Available for sale 9297 4757
Investment securities-Held to maturity 4483 3246
Loans, net of unearned income 13953 9241
Less: allowance for loan losses (147) (93)
------------- -------------
Net Loans 13806 9148
Premises and equipment, net 454 478
Other assets 445 351
------------- -------------
Total Assets $35763 $29886
============= =============
Liabilities and Stockholders Equity
Deposits:
Non-interest-bearing demand $ 5396 $ 4550
Interest bearing:
Demand 953 907
Savings 468 287
Time, $100,000 and over 8673 5960
Other time 6724 5648
Insured Money Market 5887 4932
------------- -------------
Total Deposits 28101 22284
Other Liabilities 178 122
------------- -------------
Total Liabilities 28279 22406
------------- -------------
Gain/Loss Held for Sale 33
Stockholders' Equity:
Common Stock, no par value 7960 7960
Retained Earnings (196) (196)
YTD Income(loss) (313) (284)
Total Stockholders' Equity 7484 7480
------------- -------------
Total liabilities and stockholders' equity $35763 $29886
============= =============
</TABLE>
See Notes to Condensed Consolidated Financial Statements
3
<PAGE>
FORSYTH BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
(In thousands) THREE MONTHS THREE MONTHS YEAR TO DATE
ENDED ENDED
September 30, June 30, September 30,
----------------- ------------------ ----------------
1997 1997 1997
----------------- ------------------ ----------------
<S> <C> <C> <C>
Interest Income
Loans, including fees $ 309 $ 188 $ 532
Federal Funds Sold 105 149 364
Investment Securities 188 98 303
----------- ------------
Total Interest Income 602 435 1199
---------- ----------- ------------
Interest expense
Time Deposits 208 142 384
Other Deposits 72 53 137
Other Interest Expense 0 0 7
---------- ----------- ------------
Total Interest Expense 280 195 528
---------- ----------- ------------
Net Interest Income 322 240 671
Provision for loan losses (54) (61) (147)
Net interest income after provision for
loan losses 269 179 524
---------- ----------- ------------
Non-interest income
Service charges and fees 10 8 20
Other 4 5 13
---------- ----------- ------------
Total non-interest income 14 13 33
---------- ----------- ------------
Non interest expenses
Salaries and employee benefits 151 155 428
Occupancy and Equipment 62 57 160
Other operating expenses 100 100 280
---------- ----------- ------------
Total non-interest expenses 313 312 868
---------- ----------- ------------
Income before taxes (30) (120) (313)
Income Tax expense 0 0 0
Net Income $ (30) $ (120) $ (313)
========== =========== ============
Net income per common share and common share
equivalents $(0.04) $(0.15) $(0.39)
Weighted average number of common shares
outstanding 800,000 800,000 800,000
Dividends declared per common share $ 0 $ 0 $ 0
</TABLE>
See Notes to Condensed Consolidated Financial Statements
4
<PAGE>
FORSYTH BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
September 30,1997
------------------
<S> <C>
Cash flow from operating activities:
Net Loss $ (30)
Adjustments to reconcile net loss to net cash used by operating activities
Depreciation, Amortization and Accretion 58
Provision for loan losses 54
Change In:
Accrued interest receivable and other assets (94)
Accrued interest payable and other liabilities 56
----------
Net cash used by operating activities: 44
----------
Cash flows from investing activities:
Purchases of investment securities held to maturity and available
for sale (5,777)
Net change in loans (4,712)
Purchase of premises and equipment 0
----------
Net cash used by investing activities: (10,489)
----------
Cash flows from financing activities:
Net increase in deposits 5,817
Proceeds from issuance of common stock 0
----------
Net cash provided by financing activities: 5,817
----------
Net increase (decrease) in cash and cash equivalents (4,628)
Cash and Cash equivalents at beginning of period 11,906
----------
Cash and Cash equivalents at end of period $ 7,278
==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements
5
<PAGE>
FORSYTH BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
NOTE 1--BASIS OF PRESENTATION
The accompanying financial statements include the accounts of Forsyth
Bancshares, Inc. (Company) and its wholly-owned subsidiary, The Citizens Bank of
Forsyth County (Bank). Certain information and footnote disclosures normally
included in consolidated financial statements prepared in accordance with
generally accepted accounting principles have been omitted, although the Company
believes that the disclosures are adequate to make the information presented not
misleading. In the opinion of management, the information furnished in the
condensed consolidated financials reflects all adjustments necessary to fairly
represent the Company's financial position, results of operations and cash flows
for such interim periods. Management believes that all interim period
adjustments are of a normal recurring nature.
The financial statements for the three months ended September 30, 1997 and June
30, 1997 and the year to date through September 30, 1997 are unaudited and have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission (Commission). Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted and should be read
in conjunction with the audited consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K filed with the
Commission for the year ended December 31, 1996.
NOTE 2--DEVELOPMENT STAGE COMPANY; BEGINNING OF OPERATIONS
The Company was incorporated under the laws of Georgia on February 14, 1996 for
the purpose of organizing the Bank. On February 3, 1997, the Bank opened for
business and the Company acquired 100% of its capital stock. The Company
capitalized the Bank at $6,500,000 as required by regulators. Since February 3,
1997, the Bank has been in operation as a commercial bank offering traditional
banking services in the Cumming, Forsyth County, Georgia area.
Accordingly, the financial data for the six and nine month periods ending June
30, 1997 and September 30, 1996 are not comparable in that until the Bank began
operations on February 3, 1997, the Company was a development stage company and
financial data for 1996 periods has not been included herein.
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH FLOWS
For purposes of reporting cash flows, cash consists of cash in vault, cash
items, amounts due from banks and federal funds sold.
ORGANIZATION COSTS
Costs incurred for the organization of the Company and the Bank (consisting
primarily of legal, accounting, consulting, and incorporation fees ) are being
capitalized and will amortize over a period not to exceed five years (60
months).
6
<PAGE>
PRE-OPENING EXPENSES
Costs incurred for overhead and other operating expenses are included in the
current period's operating results.
NET LOSS PER COMMON SHARE
Net loss per common share is calculated by dividing net income (loss) by the
weighted average number of common shares outstanding during the period.
NOTE 4--RELATED PARTY TRANSACTIONS
On August 1, 1996, the Company executed a line of credit agreement with a
commercial bank to fund its organization, offering and preopening expenses.
This unsecured line of credit had an established maturity date of August 1, 1997
and accrued interest payable quarterly at the lender's prime rate of interest.
The line of credit was fully funded at $650,000 upon breaking escrow and was
satisfied and paid in full on January 21, 1997. Each organizer of the Bank
guaranteed a pro rata share of the line of credit.
NOTE 5--PREFERRED STOCK
Shares of preferred stock may be issued from time to time in one or more series
as may be established by resolution of the board of directors of the Company.
Each resolution shall include the number of shares issued, preferences, dividend
provisions, special rights and limitations as determined by the board.
NOTE 6--INCOME TAXES
At December 31, 1996, the Company had a net operating loss carryforward for tax
purposes of approximately $11,000, which will expire in the year 2011 if not
previously utilized. No income tax expense or benefit was recorded for the
period ended September 30,1997, due to the loss carryforward, and the fact that
the Company shows a loss for the first nine months of the year.
NOTE 7--COMMITMENTS
The Company entered into an operating lease on the building and premises which
serve as the main office of the Company and the Bank on February 9, 1996. The
inception of the lease was the earlier of the occupation of the building or
receipt of final regulatory approval. The minimum lease payments related to the
lease are for the years 1997 through 2000 and are $67,500; $69,525; $71,611; and
$73,759, respectively. The lease is renewable at the end of the term at
prevailing market rates and also contains and option to purchase the premises
and facility.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Forsyth Bancshares, Inc. (the "Company") was incorporated under the laws of
Georgia on February 14, 1996 for the purpose of organizing its wholly owned
subsidiary, The Citizens Bank of Forsyth County (the "Bank"). On February 3,
1997, the Bank opened for business and the Company acquired 100% of its capital
stock. During the fourth quarter of 1996 and the first quarter of 1997, the
Company sold 800,000 shares of Common Stock, no par value, for a total
consideration of $8,000,000. The Bank was capitalized at $6,500,000 as required
by the Georgia Department of Banking and Finance ("Georgia Department").
During 1996, the Company and the Bank were in the process of organizing and
obtaining the necessary approvals from regulatory agencies for opening.
Preliminary approval to charter the Bank was issued in July 1996 by the Georgia
Department and the Federal Deposit Insurance Corporation. The Company's
application to become a bank holding company pursuant to the acquisition of the
Bank was approved on November 25, 1996 by the Federal Reserve Bank of Atlanta.
On January 30, 1997, the Bank received final approval and a permit to begin
business from the Georgia Department. The Federal Deposit Insurance Corporation
approved the Bank's application on February 3, 1997.
Since February 3, 1997, the Bank has been in operation as a commercial bank
offering traditional banking services in the Cumming, Forsyth County, Georgia
area. The Citizens Bank of Forsyth County is a local community bank catering to
the needs of small to medium sized businesses and local customers who desire the
community banking relationship and services. The Bank offers a variety of
checking, savings and time accounts, and other services such as commercial and
consumer loans, safe deposit boxes, and other services related to banking.
Since it began business, the Bank's performance has demonstrated a significant
need for its services in the Bank's market area. Forsyth Bancshares, Inc. was
formed to offer the Bank flexibility and support and at this time does not
intend to engage in any additional activities permitted by the Federal Reserve
and will function solely on the Bank's behalf.
All financial data set forth herein under the caption "Item 2 - Management's
Discussion and Analysis of Financial Condition and Results of Operations," have
been rounded to the nearest thousand dollars, except where otherwise specified.
SUPERVISION AND REGULATION
The Bank is subject to regulation by the Georgia Department and the Federal
Deposit Insurance Corporation. The Company's primary banking regulator is the
Board of Governors of the Federal Reserve System (the "Federal Reserve").
NET INCOME
The Company's net loss for the quarter ended September 30, 1997 was $30,000
($0.04 loss on a per share basis). The Company's loss for the nine months ended
September 30, 1997 was $313,000. The Company has negative retained earnings of
$196,000 at September 30, 1997 with the total loss since inception (February 14,
1996) of $509,000. The net loss for the three months ended June 30, 1997 was
$120,000. As the Company increases its loan and securities portfolio, losses
should continue to steadily decline. The Company is beginning to stabilize
expenses, and non-interest income is increasing due to the increase in the
number of deposit accounts.
8
<PAGE>
NET INTEREST INCOME
Net interest income for the quarter ended September 30, 1997 was approximately
$323,000 (before the provision for loan loss allocation) compared to $240,000
for the second quarter of 1997. The increase is primarily due to the increase
in the investment and loan portfolios. Investment securities were up $5,000,000
over the second quarter of 1997 and loans increased by approximately $5,000,000
in the third quarter of 1997.
Net interest income for the quarter ended September 30, 1997 was $269,000 (after
the provision to loan loss allocation of $54,000). This compares to $179,000 for
this quarter ended June 30, 1997 in which a provision of $61,000 was taken. The
Company's net interest margin for the quarter ended September 30, 1997 was 2.53%
compared to 2.22% for the quarter ended June 30, 1997, partly resulting from
increases in earning assets.
INTEREST INCOME
Interest income for the third quarter of 1997 was $602,000 compared to the
$435,000 for the second quarter of 1997. The primary components of interest
income during the three months ended September 30, 1997 were loan interest of
$309,000, federal funds sold interest of $105,000 and investment securities
interest of $188,000. For the three months ended June 30, 1997, the primary
components were federal funds sold interest of $149,000, loan interest of
$188,000, and investment securities interest of $98,000. Increases in loans
from June 30 to September 30, 1997 was $5,000,000 and was the primary reason for
the increase in interest income.
INTEREST EXPENSE
Interest expense for the three months ended September 30, 1997 was $279,000
compared to only $195,000 for the three months ended June 30, 1997. Total
deposits increased from June 30 to September 30, 1997 by approximately
$6,000,000, most of which are interest bearing time deposits. Deposit expense
was the only interest expense recorded for the quarters ending September 30 and
June 30, 1997.
NON-INTEREST INCOME
Non-interest income for the quarter ended September 30 was $14,481 compared to
$13,000 for the quarter ended June 30, 1997. Account service charges increased
by approximately $2,000 over the previous quarter to $10,429 for the September
quarter primarily as a result of an increase in the number of deposit accounts.
As new accounts continue to be established, these charges will likely continue
to increase, thereby increasing non-interest income.
NON-INTEREST EXPENSE
Non-interest expense for quarter ended was $313,000 compared to $312,000 for
the quarter ended June 31, 1997. For the three months ended September 30, 1997
and June 30, 1997, salary expenses were $151,000 and $155,000, respectively,
occupancy and equipment expense were $62,000 and $57,000, respectively, and
other operational expenses were $100,000 and $100,000, respectively. These
expenses are incurred in the normal course of business.
The Company currently employs twelve full time employees on a consolidated basis
consisting of four officers, two customer service, three tellers, one loan
secretary, one loan operations assistant and one general overall operations
assistant. There have been no additions to staff since the opening of the Bank
on February 3, 1997.
9
<PAGE>
INCOME TAXES
At December 31, 1996, the Company had a net operating loss carryforward for tax
purposes of approximately $11,000, which will expire in the year 2011 if not
previously utilized. No income tax expense or benefit was recorded for the
period ended due to the loss carryforward, and the fact that the Company had a
loss for the first nine months of the year.
ASSET QUALITY
Total assets at September 30, 1997 were approximately $35,763,000, an increase
of 5,877,000 or 42% over total assets at June 30, 1997. The return on average
assets was (0.l9%) for the quarter ended September 30, 1997, compared to (.91%)
for the quarter ended June 30, 1997. Net loans increased $4,658,000 to
13,953,000 or 66% from June 30, 1997 to September 30, 1997. Other assets
increased $94,000 or 72% from June 30, 1997 to September 30, 1997. Deposits
reflected an 5,817,000 or 19% increase from June 30, 1997 to September 30, 1997.
At September 30, 1997, the Company had no past due loans and as of that date has
no chargeoffs and recoveries in the loan portfolio. There have been no gains or
losses on securities sales. There were no past due loans, chargeoffs,
recoveries, or gains or losses on sale of securities as of March 31, 1997.
The loan portfolio is periodically reviewed to evaluate the outstanding loans
and to measure both 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. Based on this analysis,
management considers the allowance for loan losses of $147,000 at September 30,
1997 to be adequate to cover possible loan losses in the portfolio as of that
date. 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 or that additional
allocations to the allowance will not be required.
ANALYSIS OF ALLOWANCE FOR LOAN LOSSES AT SEPTEMBER 30, 1997
------------------------------------------------------------
<TABLE>
<S> <C>
Allowance for loan losses at June 30, 1997................ $ 93,000
Charge-offs: -0-
Commercial, financial, and agricultural................. -0-
Real estate............................................. -0-
Installment loans to individuals........................ -0-
Total................................................... -0-
Recoveries:
Commercial, financial, and agricultural................. -0-
Real estate............................................. -0-
Installment loans to individuals........................ -0-
Total................................................... -0-
Net charge-offs........................................... -0-
Provision for loan losses charged to income............... 54,000
--------
Allowance for loan losses at June 30, 1997................ $147,000
</TABLE>
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Management considers the Company's liquidity to be adequate to meet operating
and loan funding requirements at September 30, 1997. At September 30, 1997, the
liquidity ratio (i.e., cash, short-term assets and marketable assets divided by
net deposits and short-term liabilities) for the bank was 74.20%, the loan to
deposit ratio was approximately 49.6% and the dependency ratio was 19.74%. These
compare to a liquidity ratio of 83.70%, a dependency ratio of 10.34% and a loan
to deposit ratio of 41.5% at June 30, 1997. This increase in the loan to deposit
ratio and the resulting decrease in liquidity is due primarily to the increase
in loans. At September 30, federal funds sold were $4,840,000 compared to
$10,010,000 at June 30, 1997. This decrease in federal funds sold decreased the
Bank's liquidity because an increase in the loan portfolio corresponded to the
decrease in federal funds sold. As the portfolio continues to grow, management
will continuously monitor the liquidity of the Bank and the Company and make
adjustments as deemed necessary. Investing the Bank's available funds in loans
and other high interest securities will increase the Bank's earning potential.
Requirements by banking regulators now include the monitoring of risk based
capital guidelines for banks and holding companies that are designed to make
capital requirements more sensitive to differences in risk profiles and account
for off balance sheet items. Tier 1 capital includes common shareholders'
equity, qualifying perpetual preferred stock and minority interests in equity
accounts of consolidated subsidiaries but excludes goodwill and most other
intangibles and excludes the allowances for loans and lease losses. Tier 2
capital includes the excess of any preferred stock not included in Tier 1
capital, mandatory convertible securities, hybrid capital instruments,
subordinated debt and intermediate term-preferred stock and general reserves for
loan and lease losses up to 1.25% of risk-weighted assets.
The Bank's and the Company's capital ratios at this early stage of the Bank's
operations exceed regulatory minimums. However, as the Company and the Bank
grow and the loan portfolio gets larger, these ratios will adjust downward.
Management will monitor these amounts on a continuous basis. The schedule on
the following page reflects the current regulatory capital levels in more
detail, including comparisons of actual capital levels to the regulatory
minimums.
11
<PAGE>
FORSYTH BANCSHARES, INC.
AND
CITIZENS BANK OF FORSYTH COUNTY
REGULATORY CAPITAL REQUIREMENTS
JUNE 30, 1997
(Dollars in Thousands)
<TABLE>
<CAPTION>
Actual Required Excess
Amount Percent Amount Percent Amount Percent
------------------------- ------------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
FORSYTH BANCSHARES, INC.
Risk-based capital:
Tier 1 capital $7,290 58% $ 241 4.00% $6,999 54%
Total capital 7,383 58% 1,009 8.00% 6,374 50%
Tier 1 leverage ratio 7,290 58% 1,009 4.00% 6,999 50%
CITIZENS BANK OF FORSYTH COUNTY
Risk-based capital:
Tier 1 capital $6,153 33% $ 243 4.00% 5,910 29%
Total capital 6,300 34% 491 8.00% 5,809 26%
Tier 1 leverage ratio 6,083 33% 243 4.00% 5,910 29%
</TABLE>
12
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings--Not applicable
Item 2. Changes in Securities--Not applicable
Item 3. Defaults upon Senior Securities--Not applicable
Item 4. Submission of matters to a Vote of Security Holders--Not applicable
Item 5. Other Information--Not applicable
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits
- Exhibit 27.1 - Financial Data Schedule
(b) Reports on Form 8-K - None
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed by the undersigned,
thereunto duly authorized.
FORSYTH BANCSHARES, INC.
BY: /s/ DAVID S. DENTON
--------------------------------------------
Name: David S. Denton
Title: President and Chief Executive Officer
Date: August 12, 1997
14
<PAGE>
INDEX TO EXHIBITS
Exhibit 27.1 Financial Data Schedule
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FORSYTH BANCSHARES INC. FOR THE 9 MONTHS ENDED SEPTEMBER
30, 1996 AND IS QUALIFIED IN THE ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUN-30-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,438
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 4,840
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 9,297
<INVESTMENTS-CARRYING> 4,483
<INVESTMENTS-MARKET> 0
<LOANS> 13,953
<ALLOWANCE> 149
<TOTAL-ASSETS> 35,763
<DEPOSITS> 28,101
<SHORT-TERM> 0
<LIABILITIES-OTHER> 178
<LONG-TERM> 0
0
0
<COMMON> 7,960
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 35,763
<INTEREST-LOAN> 532
<INTEREST-INVEST> 667
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 1,199
<INTEREST-DEPOSIT> 521
<INTEREST-EXPENSE> 7
<INTEREST-INCOME-NET> 671
<LOAN-LOSSES> 147
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 868
<INCOME-PRETAX> 0
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (313)
<EPS-PRIMARY> (0.39)
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 147
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
