<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended March 31, 1998
[ ] Transition Report Pursuant to 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period from ____________________ to ______________
Commission File Number 0-22891.
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GEORGIA-CAROLINA BANCSHARES, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
<TABLE>
<CAPTION>
GEORGIA 58-2326075
<S> <C>
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
</TABLE>
110 East Hill Street, Thomson, Georgia 30824
--------------------------------------------
(Address of Principal Executive Offices)
Issuers Telephone Number (706) 595-1600
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.
YES X NO
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
$.001 Par Value Common Stock 635,380 shares
- ----------------------------- -----------------------------
Class Outstanding at March 31, 1998
Transitional Small Business Disclosure Format: Yes No X
--- ---
<PAGE> 2
GEORGIA-CAROLINA BANCSHARES, INC.
Form 10-QSB
Index
<TABLE>
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 1998
and December 31, 1997 1
Condensed Consolidated Statements of Income and Comprehensive
Income for the Three Months Ended March 31, 1998 and 1997 2
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1998 and 1997 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 5 - 8
PART II OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 9
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
</TABLE>
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
--------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Cash and due from banks $ 3,708 $ 1,546
Federal funds sold 2,350 3,750
Interest-bearing deposits in banks 100 100
Securities available-for-sale 13,867 13,778
Loans, net of allowance for loan losses of $824 20,917 18,972
Bank premises and fixed assets 1,491 1,446
Accrued interest receivable 381 381
Foreclosed real estate, net of allowance 304 306
Deferred tax benefit 188 182
Other assets 234 110
------- -------
TOTAL ASSETS $43,540 $40,571
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
DEPOSITS:
Non-interest bearing $ 4,346 $ 3,654
Interest-bearing:
NOW accounts 8,128 7,187
Savings 1,934 1,602
Money market accounts 2,626 2,832
Time deposits of $100,000, and over 4,616 4,700
Other time deposits 14,191 12,962
------- -------
TOTAL DEPOSITS 35,841 32,937
Accrued expenses and other liabilities 422 356
------- -------
TOTAL LIABILITIES $36,263 $33,293
------- -------
STOCKHOLDERS' EQUITY:
Common stock, par value $.001; 9,000,000 shares authorized;
635,380 shares issued and outstanding $ 1 $ 1
Preferred stock, par value $.001; 1,000,000 shares authorized;
none issued -- --
Additional paid-in capital 6,354 6,354
Retained earnings 900 908
Unrealized loss on securities available-for-sale, net of tax 22 15
------- -------
TOTAL STOCKHOLDERS' EQUITY $ 7,277 7,278
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $43,540 $40,571
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1998 1997
----- -----
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 538 $ 505
Interest on taxable securities 190 169
Interest on nontaxable securities 17 26
Interest on Federal funds sold 44 8
Interest on deposits in other banks 2 3
----- -----
TOTAL INTEREST INCOME $ 791 $ 711
----- -----
INTEREST EXPENSE
Interest on time deposits of $100,000 or more 66 62
Interest on other deposits 261 226
Interest on Federal funds purchased -- 2
----- -----
Total interest expense 327 290
----- -----
NET INTEREST INCOME 464 421
PROVISION FOR LOAN LOSSES -- 7
----- -----
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 464 414
----- -----
NONINTEREST INCOME
Service charges on deposits 55 55
Other income 11 13
Net realized loss, sales of available-for-sale securities (10) (4)
----- -----
56 64
----- -----
NONINTEREST EXPENSE
Salaries and employee benefits 259 185
Occupancy expenses 46 39
Other expenses 161 125
----- -----
466 349
----- -----
INCOME BEFORE INCOME TAXES 54 129
----- -----
INCOME TAX EXPENSE (BENEFIT) (1) 35
----- -----
NET INCOME $ 55 $ 94
----- -----
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized gain (loss) on securities arising during current period, net
of realized losses included in net income 17 (54)
----- -----
COMPREHENSIVE INCOME (LOSS) $ 72 $ 40
===== =====
NET INCOME PER SHARE OF COMMON STOCK:
Basic $ .09 $ .15
===== =====
Diluted $ .08 $ .14
===== =====
DIVIDENDS PER SHARE OF COMMON STOCK $ .10 $ .20
===== =====
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1998 1997
------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 55 $ 94
Adjustments to reconcile net income to net cash provided by operating
activities
Depreciation and amortization 25 19
Provision for loan loss -- (4)
Deferred income tax (6) (35)
Adjustment to foreclosed real estate 2 79
Net (increase) decrease in other assets (124) 30
Net increase in other liabilities 68 81
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 20 264
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in federal funds sold 1,400 --
Net (increase) decrease in loans, net (1,945) 1,464
Net transactions, available-for-sale securities (84) 219
Net purchases of premises and equipment (70) (44)
------- -------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (699) 1,639
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits 2,904 (592)
Dividends paid (63) (127)
------- -------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 2,841 (719)
------- -------
NET INCREASE IN CASH AND DUE FROM BANKS 2,162 1,184
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD 1,546 2,608
------- -------
CASH AND DUE FROM BANKS AT END OF PERIOD $ 3,708 $ 3,792
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
GEORGIA-CAROLINA BANCSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements include the accounts of Georgia-Carolina
Bancshares, Inc. (the "Company") and its wholly-owned subsidiary, First Bank of
East Georgia (the "Bank"). Significant intercompany transactions and accounts
are eliminated in consolidation.
The financial statements as of and for the three months ended March 31, 1998 and
1997 are unaudited and have been prepared pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. These consolidated financial statements
should be read in conjunction with the audited financial statements and notes
thereto included in the Bank's annual report for the year ended December 31,
1997.
The financial information included herein reflects all adjustments (consisting
of normal recurring adjustments) which are, in the opinion of management,
necessary to a fair presentation of the financial position and results for
interim periods.
The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities and
income and expense amounts. Actual results could differ from those estimates.
NOTE 2 - EARNINGS PER SHARE
Earnings per share are calculated on the basis of the weighted average number of
shares outstanding. During 1997 the Company adopted SFAS No. 128, "Earnings per
Share". This Statement establishes standards for computing and presenting basic
and diluted earnings per share. As the Company has granted stock options to
certain officers of the Company, diluted earnings per share has been presented
in the Statements of Income and Comprehensive Income. See the financial
statements and notes thereto included in the Company's annual report for the
year ended December 31, 1997, for information on the outstanding stock options.
NOTE 3 - COMPREHENSIVE INCOME
During the first quarter of 1998 the Company adopted SFAS No. 130, "Reporting
Comprehensive Income". This Statement establishes standards for reporting and
display of comprehensive income in a set of financial statements. Matters of
comprehensive income have been presented in the accompanying condensed
consolidated statements of income and comprehensive income for 1998 and 1997.
4
<PAGE> 7
GEORGIA-CAROLINA BANCSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
OVERVIEW
The Company's net income was $55,000 for the first quarter of 1998, a decrease
of $39,000 (41.5%) compared to net income of $94,000 for the first quarter of
1997. Basic earnings per share were $0.09 for the first quarter of 1998, a
decrease of $0.06 (40.0%) compared to $0.15 for the first quarter of 1997. Total
assets at March 31, 1998 were $43,540,000, an increase of $2,879,000 (7.1%) from
December 31, 1997 and an increase of $6,116,000 (16.3%) from March 31, 1997.
The decline in net income resulted from increased personnel costs and benefits
(40.0%) from 1997 and increased operating expenses (28.8%) from 1997. However,
net income for the first quarter 1998 was increased by the recognition of a
deferred tax benefit by the Bank of approximately $15,000, resulting in a net
tax benefit of approximately $1,000. In addition, net income was increased for
the first quarter of 1998 as the Bank's provision for loan losses for the
quarter was zero.
The return on average assets was 0.52% (annualized) for the first quarter of
1998, compared to 0.99% (annualized) for the first quarter of 1997. The return
on average equity for the first quarter 1998 was 3.02% (annualized) compared to
5.3% (annualized) for the first quarter of 1997.
Further discussion of significant items affecting net income are discussed in
detail below.
NET INTEREST INCOME
Net interest income is the difference between the interest and fees earned on
loans, securities, and other interest-earning assets (interest income) and the
interest paid on deposits and borrowed funds (interest expense). Higher net
interest income is a result of the relationship between the interest-earning
assets and interest-bearing liabilities.
Net interest income increased $43,000 (10.2%) during the first quarter of 1998
from the comparable quarter of 1997, primarily as a result of investing
increased deposit liability funds in loans and investment securities.
Interest-earning assets were $37,234,000 at March 31, 1998. Loans, the highest
yielding component of interest-earning assets, increased $2,259,000 (12.1%) from
March 31, 1997, and increased $1,945,000 (10.3%) from December 31, 1997. At
March 31, 1998, loans represented 56.2% of interest-earning assets compared to
51.8% at December 31, 1997, and 56.1% at March 31, 1997. Investments in
securities increased $89,000 (1.0%) from December 31, 1997, and $1,540,000
(12.5%) from March 31, 1997. Interest-bearing deposits at March 31, 1998, were
$31,495,000. This represents an increase of $2,662,000 (9.1%) from December 31,
1997, and an increase of $5,128,000 (19.4%) from March 31, 1997.
INTEREST INCOME
Interest income for the first quarter of 1998 increased $80,000 (11.3%) from the
comparable quarter in 1997 primarily due to the increase in interest-earning
assets previously described. Interest income on loans increased $33,000 (6.5%)
and interest income on securities increased $12,000 (6.2%) compared to the first
quarter of 1997.
INTEREST EXPENSE
Interest expense for the first quarter of 1998 increased $37,000 (12.8%) from
the first quarter of 1997, primarily as a result of the increase in
interest-bearing deposit accounts as previously discussed.
5
<PAGE> 8
GEORGIA-CAROLINA BANCSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
NONINTEREST INCOME
Noninterest income for the first quarter of 1998 decreased $8,000 (12.5 %) from
the comparable quarter in 1997 primarily from a realized loss on the sale of
available-for-sale securities incurred in the current quarter. Service charges
on deposit accounts and other income for the current 1998 quarter are comparable
to the first quarter of 1997.
NONINTEREST EXPENSE
Noninterest expense for the first quarter of 1998 increased $117,000 (33.5%)
from the comparable quarter of 1997. The increase was attributable to an
increase in salaries and benefits of $74,000 (40.0%) and an increase in other
operating expenses of $36,000 (28.8%). Occupancy expenses increased $7,000
(17.9%), primarily from increased maintenance costs and depreciation expense
estimates.
INCOME TAXES
Income tax benefit for the first quarter of 1998 totaled $1,000, representing a
decrease of $36,000 (102.9%) from the comparable quarter in 1997. The current
tax provision for the quarter was approximately $14,000 and represented an
effective current tax rate of approximately 18% of estimated taxable income. The
Bank recorded a deferred tax benefit of approximately $15,000 during the first
quarter of 1998 as a result of the Bank's improving loan loss experience ratio
and the related loan loss provision as allowed by income tax regulations.
REVIEW OF FINANCIAL CONDITION
OVERVIEW
Management continuously monitors the financial condition of the Bank in order to
protect depositors, increase retained earnings and protect current and future
earnings. Further discussion of significant items affecting the Bank's financial
condition are discussed in detail below.
ASSET QUALITY
A major key to long-term earnings growth is the maintenance of a high-quality
loan portfolio. The Bank's directive in this regard is carried out through its
policies and procedures for extending credit to the Bank's customers. The goal
and result of these policies and procedures is to provide a sound basis for new
credit extensions and an early recognition of problem assets to allow the most
flexibility in their timely disposition.
Non-performing assets were $343,000 at March 31, 1998, compared to $349,000 at
December 31, 1997 and $605,000 at March 31, 1997. The composition of
non-performing assets for each date is shown below.
<TABLE>
<CAPTION>
March 31, December 31, March 31,
1998 1997 1997
--------- ------------ ---------
<S> <C> <C> <C>
Non-accrual loans $ 39,000 $ 43,000 $153,000
OREO, net of valuation allowance 304,000 306,000 452,000
-------- -------- --------
$343,000 $349,000 $605,000
======== ======== ========
</TABLE>
6
<PAGE> 9
GEORGIA-CAROLINA BANCSHARES, INC. AND SUBSIDIARY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
The ratio of non-performing assets to total loans and other real estate was 1.6%
at March 31, 1998, 1.8% at December 31, 1997, and 3.2% at March 31, 1997.
Reduction of non-performing assets continues to be a management priority.
Additions to the allowance for loan losses are made periodically to maintain the
allowance at an appropriate level based upon management's analysis of potential
risk in the loan portfolio. The amount of the loan loss provision is determined
by an evaluation of the level of loans outstanding, the level of non-performing
loans, historical loan loss experience, delinquency trends, the amount of actual
losses charged to the reserve in a given period, and assessment of present and
anticipated economic conditions. From the previously described analysis,
management determined that the allowance for loan losses was at an appropriate
level during the current quarter and that a charge to the provision for loan
losses during the quarter was not necessary. At March 31, 1998, the ratio of
allowance for loan losses to total loans was 3.8%. At December 31, 1997, the
ratio was 3.8% and was 4.5% at March 31, 1997. Management considers the current
allowance for loan losses appropriate based upon its analysis of the potential
risk in the portfolio, although there can be no assurance that the assumptions
underlying such analysis will continue to be correct.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the ability of an organization to meet its financial commitments
and obligations on a timely basis. These commitments and obligations include
credit needs of customers, withdrawals by depositors, and payment of operating
expenses and dividends. The Bank does not anticipate any events which would
require liquidity beyond that which is available through deposit growth, federal
funds balances, or investment portfolio maturities. The Bank actively manages
the levels, types and maturities of earning assets in relation to the sources
available to fund current and future needs to ensure that adequate funding will
be available at all times.
The Bank's liquidity remains adequate to meet operating and loan funding
requirements. The Bank's liquidity ratio at March 31, 1998 was 58.4%, compared
to 57.6% at December 31, 1997, and 61.4% at March 31, 1997.
Management is committed to maintaining capital at a level sufficient to protect
depositors, provide for reasonable growth, and fully comply with all regulatory
requirements. Management's strategy to achieve this goal is to retain sufficient
earnings while providing a reasonable return on equity. Federal banking
regulations establish certain capital adequacy standards required to be
maintained by banks. These regulations set minimum requirements for risk-based
capital of 4% for core capital ("Tier I"), 8% for total risk-based capital and
3% for the leverage ratio. At March 31, 1998, the Bank's Tier I capital was
27.5% and total risk-based capital was 28.8%, compared to 30.0% and 31.3% at
year-ended December 31, 1997, respectively. At March 31, 1998, the Bank's
leverage ratio was 17.1% compared to 18.9% at December 31, 1997.
7
<PAGE> 10
GEORGIA-CAROLINA BANCSHARES, INC. AND SUBSIDIARY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company may, from time to time, make written or oral forward-looking
statements, including statements contained in the Company's filings with the
Securities and Exchange Commission (the "Commission") and its reports to
stockholders. Such forward-looking statements are made based on management's
belief as well as assumptions made by, and information currently available to,
management pursuant to "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The Company's actual results may differ
materially from the results anticipated in these forward-looking statements due
to a variety of factors, including governmental monetary and fiscal policies,
deposit levels, loan demand, loan collateral values, securities portfolio values
and interest rate risk management; the effects of competition in the banking
industry from other commercial banks, savings and loan associations, mortgage
banking firms, consumer finance companies, credit unions, securities brokerage
firms, insurance companies, money market mutual funds and other financial
institutions operating in the Company's market area and elsewhere, including
institutions operating through the Internet; changes in government regulations
relating to the banking industry, including regulations relating to branching
and acquisitions; failure of assumptions underlying the establishment of
reserves for loan losses, including the value of collateral underlying
delinquent loans; and other factors. The Company cautions that such factors are
not exclusive. The Company does not undertake to update any forward-looking
statements that may be made from time to time by, or on behalf of, the Company.
8
<PAGE> 11
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
USE OF PROCEEDS FROM SALES OF REGISTERED SECURITIES
On February 19, 1998, the Company commenced a registered public offering
(the "Offering") of a minimum of 518,519 shares and a maximum of 740,741 shares
of its common stock, $.001 par value per share (the "Common Stock"), at an
offering price of $13.50 per share. The 740,741 shares in the Offering have been
registered under the Securities Act of 1933, as amended, pursuant to an
effective Registration Statement on Form SB-2 (the "Registration Statement,"
registration number 333-41547). The Registration Statement was declared
effective by the Securities and Exchange Commission (the "Commission") on
February 19, 1998.
The shares are currently being offered on a best-efforts, 518,519 share
minimum basis by certain directors and executive officers of the Company, who
are receiving no commissions for such sales. All subscription funds tendered are
being deposited in an interest-bearing escrow account with The Bankers Bank,
Atlanta, Georgia (the "Escrow Agent") pending completion of certain offering
conditons. The Offering, unless extended, will be terminated and all
subscription funds, together with any interest earned thereon, will be promptly
returned if 518,519 shares have not been subscribed by May 20, 1998. The Company
may, at its sole discretion, extend the Offering for three consecutive 90-day
periods without notice to subscribers. As a result, if the minimum number of
shares to be sold in the Offering is not attained before then, investor funds
may be held in escrow until February 14, 1999.
As of March 31, 1998, the minimum number of shares to be sold in the
Offering had not been attained. Accordingly, as of such date, the Escrow Agent
had not released any subsciption funds. As set forth in the table below, from
the effective date of the Registration Statement to March 31, 1998, the Company
had accrued expenses in connection with the Offering of approximately $144,450.
All of the amounts shown in the table are estimated except for the Commission
registration fee. None of the amounts shown were paid directly or indirectly to
any director, officer, general partner of the Company or their associates,
persons owning 10% or more of any class of equity securities of the Company, or
an affiliate of the Company.
<TABLE>
<S> <C>
SEC registration fee................................................ $ 2,950
Blue Sky fees and expenses.......................................... 1,500
Printing and engraving expenses..................................... 12,000
Legal fees and expenses............................................. 50,000
Financial advisor fees.............................................. 70,000
Accounting fees and expenses........................................ 5,000
Advertising......................................................... 1,000
Miscellaneous....................................................... 2,000
-------
Total............................................................... $144,450
</TABLE>
After deducting the Offering expenses described above, net proceeds to the
Company from the minimum number of shares to be sold in the Offering are
expected to be approximately $7 million. The Company will use such proceeds to
expand the Bank into Augusta and Columbia County, Georgia. None of the net
proceeds of the Offering will be paid directly or indirectly to any director,
officer, general partner of the Company or their associates, persons owning 10%
or more of any class of equity securities of the Company, or an affiliate of the
Company.
9
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended March
31, 1998.
10
<PAGE> 13
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.
GEORGIA-CAROLINA BANCSHARES, INC.
May 14, 1998 By:/s/ Patrick G. Blanchard, Sr.
- ---------------------------------- -----------------------------------
Date Patrick G. Blanchard, Sr.
President and Chief Executive Officer
(principal executive officer)
May 14, 1998 By:/s/ J. Harold Ward, Jr.
- ---------------------------------- -----------------------------------
Date J. Harold Ward, Jr.
Senior Vice President, Chief Financial
Officer
(principal financial and accounting
officer)
11
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1998 10-QSB FNANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 3,708
<INT-BEARING-DEPOSITS> 100
<FED-FUNDS-SOLD> 2,350
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 13,867
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 21,741
<ALLOWANCE> 824
<TOTAL-ASSETS> 43,540
<DEPOSITS> 35,841
<SHORT-TERM> 0
<LIABILITIES-OTHER> 422
<LONG-TERM> 0
0
0
<COMMON> 1
<OTHER-SE> 7,276
<TOTAL-LIABILITIES-AND-EQUITY> 43,540
<INTEREST-LOAN> 538
<INTEREST-INVEST> 207
<INTEREST-OTHER> 46
<INTEREST-TOTAL> 791
<INTEREST-DEPOSIT> 327
<INTEREST-EXPENSE> 327
<INTEREST-INCOME-NET> 464
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 466
<INCOME-PRETAX> 54
<INCOME-PRE-EXTRAORDINARY> 54
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 55
<EPS-PRIMARY> .09
<EPS-DILUTED> .08
<YIELD-ACTUAL> 8.4
<LOANS-NON> 39
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 752
<CHARGE-OFFS> 12
<RECOVERIES> 84
<ALLOWANCE-CLOSE> 824
<ALLOWANCE-DOMESTIC> 824
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 346
</TABLE>
