<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, 2000
[ ] 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.
GEORGIA-CAROLINA BANCSHARES, INC.
(Exact name of small business issuer as specified in its charter)
GEORGIA 58-2326075
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
110 East Hill Street, Thomson, Georgia 30824
(Address of Principal Executive Offices)
Issuers Telephone Number (706) 595-1600
(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.
Class Outstanding at May 12, 2000
Common Stock, $.001 Par Value 931,750 shares
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE> 2
GEORGIA-CAROLINA BANCSHARES, INC.
Form 10-QSB
Index
<TABLE>
<CAPTION>
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2000
and December 31, 1999 1
Condensed Consolidated Statements of Income (Loss) for the Three
Months Ended March 31, 2000 and 1999 2
Condensed Consolidated Statements of Comprehensive Income (Loss)
for the Three Months Ended March 31, 2000 and 1999 3
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2000 and 1999 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 6 - 9
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
Index to Exhibits 12
</TABLE>
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
ASSETS March 31, December 31,
2000 1999
----------- -----------
<S> <C> <C>
Cash and due from banks $ 3,053 $ 3,271
Federal funds sold 2,000 17,010
Securities available-for-sale 12,276 12,436
Loans, net of allowance for loan losses 44,002 35,093
Loans, held for sale 914 --
Bank premises and fixed assets 4,037 4,046
Accrued interest receivable 519 408
Foreclosed real estate, net of allowance 605 --
Deferred tax asset, net 485 367
Other assets 282 88
----------- -----------
TOTAL ASSETS $ 68,173 $ 72,719
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS:
Non-interest bearing $ 6,311 $ 5,735
Interest-bearing:
NOW accounts 8,408 7,893
Savings 3,646 2,593
Money market accounts 9,414 10,645
Time deposits of $100,000, and over 6,720 8,850
Other time deposits 20,661 23,128
----------- -----------
TOTAL DEPOSITS 55,160 58,844
Other liabilities and retail agreements 2,302 3,032
----------- -----------
TOTAL LIABILITIES 57,462 61,876
----------- -----------
SHAREHOLDERS' EQUITY:
Preferred stock, par value $.001; 1,000,000 shares authorized;
none issued -- --
Common stock, par value $.001; 9,000,000 shares authorized;
931,750 shares issued and outstanding 1 1
Additional paid-in capital 10,188 10,188
Retained earnings 930 964
Accumulated other comprehensive income (loss) ( 408) ( 310)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 10,711 10,843
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 68,173 $ 72,719
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
2000 1999
------- --------
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans 939 $ 577
Interest on taxable securities 189 197
Interest on nontaxable securities 9 9
Interest on Federal funds sold 138 39
------ -----
TOTAL INTEREST INCOME 1,275 822
------ -----
INTEREST EXPENSE
Interest on time deposits of $100,000 or more 111 47
Interest on other deposits 467 283
Interest on funds purchased 12 --
------ -----
TOTAL INTEREST EXPENSE 590 330
------ -----
NET INTEREST INCOME 685 492
PROVISION FOR LOAN LOSSES 116 --
------ ------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 569 492
------ ------
NONINTEREST INCOME
Service charges on deposits 72 76
Other income 64 16
------ -------
136 92
NONINTEREST EXPENSE
Salaries and employee benefits 424 252
Occupancy expenses 88 56
Other expenses 245 201
------ ------
757 509
INCOME (LOSS) BEFORE INCOME TAXES ( 52) 75
------ -------
INCOME TAX EXPENSE (BENEFIT) ( 17) 29
------ -------
NET INCOME (LOSS) $( 35) $ 46
====== =======
NET INCOME (LOSS) PER SHARE OF COMMON STOCK:
Basic $( .04) $ .05
====== =======
Diluted $( .04) $ .05
====== =======
DIVIDENDS PER SHARE OF COMMON STOCK $ .00 $ .00
====== =======
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
2000 1999
------ ------
<S> <C> <C>
NET INCOME (LOSS) $( 35) $ 46
Unrealized holding gains and (losses) arising during period, less
reclassification adjustment for gains and losses included
in net income, net of tax ( 98) (162)
----- ----
COMPREHENSIVE INCOME (LOSS) $(133) $(116)
==== ====
</TABLE>
See notes to condensed financial statements.
3
<PAGE> 6
GEORGIA-CAROLINA BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
2000 1999
---------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (35) $ 46
Adjustments to reconcile net income to net cash provided by operating
activities
Depreciation and amortization 53 30
Provision for loan losses 116 --
Deferred income tax (67) (28)
Net decrease (increase) in accrued interest receivable (111) (24)
Net change in other assets and liabilities (99) 57
-------- -------
NET CASH PROVIDED BY (USED) IN OPERATING ACTIVITIES (143) 81
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in federal funds sold 15,010 1,000
Net increase in loans, net (10,544) (2,512)
Net transactions, available-for-sale securities 10 640
Net purchases of premises and equipment (44) (672)
-------- -------
NET CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES 4,432 (1,544)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits and funds purchased (4,507) (1,479)
Proceeds from issuance of common stock, net of offering costs -- 3,834
-------- -------
NET CASH PROVIDED BY (USED) IN FINANCING ACTIVITIES (4,507) 2,355
-------- -------
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS (218) 892
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD 3,271 1,130
-------- -------
CASH AND DUE FROM BANKS AT END OF PERIOD $ 3,053 $ 2,022
======== =======
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 7
GEORGIA-CAROLINA BANCSHARES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of Georgia-Carolina Bancshares, Inc. (the "Company") and its
wholly-owned subsidiary, First Bank of Georgia (the "Bank"). Significant
intercompany transactions and accounts are eliminated in consolidation.
The financial statements as of March 31, 2000 and December 31, 1999 and for the
three months ended March 31, 2000 and March 31, 1999 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, 1999.
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. 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.
The following reconciles, for the three months ended March 31, 2000, the
numerators and denominators of the basic and diluted earnings per share
computations:
<TABLE>
<CAPTION>
Weighted
Average Shares Per-Share
(Numerator) (Denominator) Amount
----------- -------------- ---------
<S> <C> <C> <C>
NET LOSS $(35,000)
BASIC EPS
Income available to common shareholders (35,000) 931,750 $(.04)
====
EFFECT OF DILUTIVE SECURITIES
Options -- 43,531
-------- --------
DILUTED EPS
Income available to common shareholders
and assumed conversions $(35,000) 975,281 $(.04)
======= ====
</TABLE>
5
<PAGE> 8
GEORGIA-CAROLINA BANCSHARES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
OVERVIEW
The Company incurred a net loss of $35,000 for the first quarter of 2000,
compared to net income of $46,000 for the first quarter of 1999. Basic earnings
per share was a loss of $(0.04) for the first quarter of 2000 compared to
earnings of $0.05 for the first quarter of 1999. Total consolidated assets at
March 31, 2000 were $68,173,000, a decrease of $4,546,000 (6.2%) from December
31, 1999 and an increase of $20,392,000 (42.7%) from March 31, 1999.
The decrease in net income for the current quarter ending March 31, 2000,
compared to the quarter ending March 31, 1999 primarily resulted from increases
in the provision for loan losses of $116,000 (100.0%), salaries and employee
benefits of $172,000 (68.3%) and occupancy costs of $32,000 (57.1%). These
expense increases were partially offset by an increase in net interest income
of $193,000 (39.2%) and an increase in noninterest income of $44,000 (47.8%).
The return on average assets was (0.20)% (annualized) for the first quarter of
2000, compared to 0.39% (annualized) for the first quarter of 1999. The return
on average equity for the first quarter of 2000 was (1.3)% (annualized)
compared to 2.49% (annualized) for the first quarter of 1999.
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 was $685,000 for the quarter ended March 31, 2000, an
increase of $193,000 (39.2%) over net interest income of $492,000 for the
quarter ended March 31, 1999. This increase was primarily the result of
investing increased deposit liability funds in loans. Interest-earning assets
were $62,245,000 at March 31, 2000 compared to $43,638,000 at March 31, 1999,
an increase of $18,607,000 (42.6%). Loans, the highest yielding component of
interest-earning assets, were $44,916,000 at March 31, 2000 compared to
$24,552,000 at March 31, 1999, an increase of $20,364,000 (82.9%). Loans
increased $9,823,000 (27.9%) from December 31, 1999 to March 31, 2000. The
increase in deposit liability funds and loans continues to be primarily
attributable to the Company's expansion into the Augusta, Georgia and Columbia
County, Georgia market areas. At March 31, 2000, loans represented 72.1% of
interest-earning assets compared to 51.7% at December 31, 1999, and 56.2% at
March 31, 1999. Investments in securities decreased $160,000 (1.2%) from
December 31, 1999, and decreased $1,048,000 (7.8%) from March 31, 1999.
Interest-bearing deposits at March 31, 2000 were $48,849,000. This represents a
decrease of $4,260,000 (8.0%) from December 31, 1999, and an increase of
$16,584,000 (51.3%) from March 31, 1999.
INTEREST INCOME
Interest income for the first quarter of 2000 was $1,275,000, an increase of
$453,000 (55.1%) from the first quarter of 1999. The increase in interest
income primarily resulted from increases in interest and fees on loans and
increases in interest on federal funds sold. Interest and fees on loans were
$939,000 for the quarter ended March 31, 2000, an increase of $362,000 (62.7%)
from $577,000 for the quarter ended March 31, 1999.
6
<PAGE> 9
GEORGIA-CAROLINA BANCSHARES, INC.
INTEREST EXPENSE
Interest expense for the quarter ending March 31, 2000 was $590,000, an
increase of $260,000 (78.8%) from $330,000 for the quarter ending March 31,
1999. This increase is primarily attributable to the Company's increased
deposit liability funds obtained from the expansion into the Augusta and
Columbia County markets.
NONINTEREST INCOME
Noninterest income for the first quarter of 2000 was $136,000, an increase of
$44,000 (47.8%) from $92,000 for the comparable quarter in 1999. In September
1999, the Company established a residential mortgage division of the Bank with
significant operations of the division commencing in the quarter ended March
31, 2000. Substantially all loans originated by the mortgage division are
immediately sold in the secondary market with the Bank releasing servicing
obligations on such loans. Mortgage origination fees were $25,000 and the gain
on loan sales was $16,000 for the quarter ended March 31, 2000. The combination
of these two noninterest income items provided for the increase in noninterest
income from the first quarter of 1999 to the first quarter of 2000.
NONINTEREST EXPENSE
Noninterest expense for the first quarter of 2000 was $757,000, an increase of
$248,000 (48.7%) from $509,000 for the comparable quarter of 1999. The increase
was the result of an increase in personnel costs of $172,000 (68.2%), to
$596,000 for the quarter ended March 31, 2000.
INCOME TAXES
Income tax effects for the first quarter of 2000 were a benefit of $17,000,
resulting from the net loss recorded for the quarter. This represents a
decrease of $46,000 (158.6%) from the income tax expense recorded in the
comparable quarter of 1999.
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 $999,000 at March 31, 2000, compared to $1,140,000
at December 31, 1999 and $370,000 at March 31, 1999. The composition of
non-performing assets for each date is shown below.
<TABLE>
<CAPTION>
March 31, December 31, March 31,
2000 1999 1999
--------- ------------ --------
<S> <C> <C> <C>
Non-accrual loans $394,000 $1,140,000 $117,000
OREO, net of valuation allowance 605,000 -- 253,000
-------- --------- -------
$999,000 $1,140,000 $370,000
======= ========= =======
</TABLE>
7
<PAGE> 10
GEORGIA-CAROLINA BANCSHARES, INC. AND SUBSIDIARY
The ratio of non-performing assets to total loans and other real estate was
1.8% at March 31, 2000, 3.2% at December 31, 1999, and 1.4% at March 31, 1999.
Reduction and disposition of non-performing assets is 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 allowance and
related 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 should be increased through a provision for loan
losses of $116,000 during the quarter ended March 31, 2000. The ratio of
allowance for loan losses to total loans was 2.4% at March 31, 2000. At
December 31, 1999 and March 31, 1999 the ratio was 2.7% and 3.4% ,
respectively. Management considers the current allowance for loan losses to be
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.
Management believes that the Bank's liquidity remains adequate to meet
operating and loan funding requirements. The Bank's liquidity ratio at March
31, 2000 was 25.4%, compared to 44.9% at December 31, 1999, and 39.8% at March
31, 1999.
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, 2000, the Bank's Tier I capital was
21.3% and total risk-based capital was 22.5%, compared to 24.8% and 26.1%,
respectively, at December 31, 1999. At March 31, 2000, the Bank's leverage
ratio was 15.8% compared to 16.5% at December 31, 1999.
RECENT DEVELOPMENTS
The Bank has recently expanded its mortgage lending operations through the
acquisition of certain mortgage banking offices from Premier Lending. The
offices are located in Augusta, Warner Robins and Savannah. The acquisition of
these mortgage banking offices involved the hiring of executives and staff
employees, the assumption of leases, the purchase of fixed assets for a price
of approximately $200,000, and the potential to purchase a $15 million loan
portfolio. These transactions were completed on or about April 1, 2000.
8
<PAGE> 11
GEORGIA-CAROLINA BANCSHARES, INC. AND SUBSIDIARY
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information included in this Quarterly Report on Form 10-Q contains,
and other reports or materials filed or to be filed by the Company with the
Securities and Exchange Commission (as well as information included in oral
statements or other written statements made or to be made by the Company or its
management) contain or will contain, "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
Section 27A of the Securities Act of 1933, as amended and pursuant to the
Private Securities Litigation Reform Act of 1955. 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 business 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.
9
<PAGE> 12
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit No. Description
----------- -----------
27 Financial Data Schedule (For SEC use only)
(b) No reports on Form 8-K were filed during the quarter ended March
31, 2000.
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.
By: /s/ Patrick G. Blanchard
----------------------------------------
Patrick G. Blanchard
President and Chief Executive Officer
(principal executive officer)
May 15, 2000
- ------------------------- 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, 2000 10-QSB FINANCIAL STATEMENTS OF GEORGIA CAROLINA BANCSHARES AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 3,053
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 12,276
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 46,043
<ALLOWANCE> 1,127
<TOTAL-ASSETS> 68,173
<DEPOSITS> 55,160
<SHORT-TERM> 0
<LIABILITIES-OTHER> 2,302
<LONG-TERM> 0
0
0
<COMMON> 1
<OTHER-SE> 10,710
<TOTAL-LIABILITIES-AND-EQUITY> 68,673
<INTEREST-LOAN> 939
<INTEREST-INVEST> 198
<INTEREST-OTHER> 138
<INTEREST-TOTAL> 1,275
<INTEREST-DEPOSIT> 578
<INTEREST-EXPENSE> 590
<INTEREST-INCOME-NET> 685
<LOAN-LOSSES> 116
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 757
<INCOME-PRETAX> (52)
<INCOME-PRE-EXTRAORDINARY> (52)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (35)
<EPS-BASIC> (.04)
<EPS-DILUTED> (.04)
<YIELD-ACTUAL> 8.2
<LOANS-NON> 394
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,000
<CHARGE-OFFS> 7
<RECOVERIES> 8
<ALLOWANCE-CLOSE> 1,127
<ALLOWANCE-DOMESTIC> 1,127
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 598
</TABLE>
