SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended Commission File No. 000-24749
September 30, 1998
CLOVER COMMUNITY BANKSHARES, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
SOUTH CAROLINA 58-2381062
- -------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
124 NORTH MAIN STREET
CLOVER, SOUTH CAROLINA 29710
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(803) 222-7660
- --------------------------------------------------------------------------------
(Issuer's telephone number)
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:
Common Stock, $.01 par value, 1,011,020 Shares Outstanding on November 6, 1998.
Transitional Small Business Disclosure Format (Check one):
YES [ ] NO [X]
<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
FORM 10-QSB
Index
<TABLE>
<CAPTION>
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<S> <C>
Consolidated Balance Sheet.................................................................................... 3
Consolidated Statement of Income.............................................................................. 4
Consolidated Statement of Comprehensive Income ............................................................... 5
Consolidated Statement of Changes in Shareholders' Equity..................................................... 6
Consolidated Statement of Cash Flows.......................................................................... 7
Notes to Unaudited Consolidated Financial Statements.......................................................... 8
Item 2. Management's Discussion and Analysis................................................................. 8-11
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..................................................................... 12
SIGNATURE............................................................................................................... 13
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Balance Sheet
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
1998 1997
---- ----
(Dollars in thousands)
Assets
<S> <C> <C>
Cash and due from banks .............................................................. $ 2,239 $ 1,451
Interest bearing deposits in other banks ............................................. 337 441
Federal funds sold ................................................................... 6,020 1,535
Available-for-sale securities ........................................................ 15,696 16,136
Other investments .................................................................... 377 377
Loans ................................................................................ 29,724 31,886
Less allowance for loan losses ....................................................... (268) (272)
-------- --------
Loans - net .......................................................................... 29,456 31,614
Premises and equipment - net ......................................................... 718 760
Accrued interest receivable .......................................................... 264 344
Other assets ......................................................................... 273 251
-------- --------
Total assets ......................................................................... $ 55,380 $ 52,909
======== ========
Liabilities
Deposits
Noninterest bearing demand ........................................................... $ 5,442 $ 3,891
Interest bearing transaction accounts ................................................ 11,932 12,294
Savings .............................................................................. 2,730 2,439
Certificates of deposit $100M and over ............................................... 4,701 4,253
Other time deposits .................................................................. 19,289 19,091
-------- --------
Total deposits ....................................................................... 44,094 41,968
Long-term debt ....................................................................... 4,000 4,000
Accrued interest payable ............................................................. 445 351
Other liabilities .................................................................... 68 49
-------- --------
Total liabilities .................................................................... 48,607 46,368
-------- --------
Shareholders' equity
Common stock - 1998 - $.01 par value; 10,000,000 shares authorized; 1,011,020
shares issued and outstanding, 1997 - $1.25 par value; 3,000,000 shares authorized;
1,011,020 shares issued and outstanding .............................................. 10 1,264
Capital surplus ...................................................................... 3,324 2,070
Retained earnings .................................................................... 3,251 3,039
Accumulated other comprehensive income ............................................... 188 168
-------- --------
Total shareholders' equity ........................................................... 6,773 6,541
-------- --------
Total liabilities and shareholders' equity ........................................... $ 55,380 $ 52,909
======== ========
</TABLE>
See notes to unaudited consolidated financial statements.
3
<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Statement of Income
<TABLE>
<CAPTION>
(Unaudited)
Period Ended September 30,
Three Months Nine Months
------------ -----------
1998 1997 1998 1997
---- ---- ---- ----
(Dollars in thousands, except per share)
Interest income
<S> <C> <C> <C> <C>
Loans, including fees .......................... $ 755 $ 782 $ 2,316 $ 2,313
Time deposits in other banks ................... 5 7 15 22
Securities
Taxable ........................................ 188 189 574 573
Tax-exempt ..................................... 46 45 133 134
Federal funds sold ............................. 79 37 157 82
Other investments .............................. 6 6 21 20
---------- ---------- ---------- ----------
Total interest income .......................... 1,079 1,066 3,216 3,144
---------- ---------- ---------- ----------
Interest expense
Time deposits $100M and over.................... 56 52 151 155
Other deposits ................................. 340 355 1,026 1,061
Federal funds purchased ........................ 1 3
Long-term debt ................................. 59 59 175 175
---------- ---------- ---------- ----------
Total interest expense ......................... 456 466 1,355 1,391
---------- ---------- ---------- ----------
Net interest income ............................ 623 600 1,861 1,753
Provision for loan losses ......................
---------- ---------- ---------- ----------
Net interest income after provision ............ 623 600 1,861 1,753
---------- ---------- ---------- ----------
Other income
Service charges on deposit accounts............. 82 71 257 213
Credit life insurance commissions .............. 3 7 5 19
Other income ................................... 20 8 34 19
---------- ---------- ---------- ----------
Total other income ............................. 105 86 296 251
---------- ---------- ---------- ----------
Other expenses
Salaries and employee benefits ................. 186 180 555 532
Net occupancy expense .......................... 12 14 49 36
Furniture and equipment expense ................ 53 26 151 117
Other expense .................................. 106 113 343 291
---------- ---------- ---------- ----------
Total other expenses ........................... 357 333 1,098 976
---------- ---------- ---------- ----------
Income before income taxes ..................... 371 353 1,059 1,028
Income tax expense ............................. 119 114 341 328
---------- ---------- ---------- ----------
Net income ..................................... $ 252 $ 239 $ 718 $ 700
========== ========== ========== ==========
Per share
Average shares outstanding ..................... 1,011,020 1,011,020 1,011,020 1,011,020
Net income ..................................... $ .25 $ .24 $ .71 $ .69
Cash dividends declared ........................ .50 .50
</TABLE>
See notes to unaudited consolidated financial statements.
4
<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Statement of Comprehensive Income
<TABLE>
<CAPTION>
(Unaudited)
Period Ended September 30,
Three Months Nine Months
------------ -----------
1998 1997 1998 1997
---- ---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C> <C>
Net income ................................................. $252 $239 $718 $700
---- ---- ---- ----
Other comprehensive income (loss):
Change in unrealized holding gains and
losses on available-for-sale securities..................... 9 105 32 87
Income tax expense (benefit) on
other comprehensive income ................................. 3 40 12 35
---- ---- ---- ----
Total other comprehensive income ........................... 6 65 20 52
---- ---- ---- ----
Comprehensive income ....................................... $258 $304 $738 $752
==== ==== ==== ====
</TABLE>
See notes to unaudited consolidated financial statements.
5
<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Statement of Changes in Shareholders' Equity
<TABLE>
<CAPTION>
(Unaudited)
Common Stock
------------
Accumulated
Number Other Com-
of Capital Retained prehensive
Shares Amount Surplus Earnings Income Total
------ ------ ------- -------- ------ -----
(Dollars in thousands, except per share)
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1997 .................. 1,011,020 $ 1,264 $ 2,070 $ 2,641 $ 62 $ 6,037
Net income for period ..................... 700 700
Cash dividends declared - $.50 per share .. (506) (506)
Unrealized net holding
gains on available-for-sale securities,
net of taxes.............................. 52 52
--------- ------- ------- ------- ----- -------
Balance, September 30, 1997 ............... 1,011,020 $ 1,264 $ 2,070 $ 2,835 $ 114 $ 6,283
========= ======= ======= ======= ===== =======
Balance, January 1, 1998................... 1,011,020 $ 1,264 $ 2,070 $ 3,039 $ 168 $ 6,541
Net income for period ..................... 718 718
Cash dividends declared - $.50 per share .. (506) (506)
Unrealized net holding
gains on available-for-sale securities,
net of taxes............................... 20 20
Exchange of 1,011,020 shares of $.01 par
value common stock of Clover Community
Bankshares, Inc. for all of the 1,011,020
shares of $1.25 par value common stock
of Clover Community Bank................... (1,254) 1,254
--------- ------- ------- ------- ----- -------
Balance, September 30, 1998................ 1,011,020 $ 10 $ 3,324 $ 3,251 $ 188 $ 6,773
========= ======= ======= ======= ===== =======
</TABLE>
See notes to unaudited consolidated financial statements.
6
<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
(Unaudited)
Nine Months Ended
September 30,
1998 1997
---- ----
(Dollars in thousands)
Operating activities
<S> <C> <C>
Net income ......................................................................... $ 718 $ 700
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan losses ..........................................................
Depreciation and amortization ...................................................... 85 85
Amortization of net loan fees and costs ............................................ (25)
Securities accretion and premium amortization ...................................... 12 18
Decrease in interest receivable .................................................... 80 57
Increase in interest payable ....................................................... 94 74
Increase in prepaid expenses and other receivables ................................. (22) (35)
Increase (decrease) in other accrued expenses ...................................... 7 (8)
------- -------
Net cash provided by operating activities .......................................... 949 891
------- -------
Investing activities
Net decrease in time deposits in other banks ....................................... 54
Purchases of available-for-sale securities ......................................... (858) (1,021)
Maturities of available-for-sale securities ........................................ 1,318 1,000
Net decrease in loans made to customers ............................................ 2,183 689
Proceeds of sales of premises and equipment ........................................ 14
Purchases of premises and equipment ................................................ (57) (22)
------- -------
Net cash provided by investing activities .......................................... 2,600 700
------- -------
Financing activities
Net increase (decrease) in demand deposits, interest
bearing transaction accounts and savings accounts .................................. 1,480 (10)
Net increase (decrease) in certificates of deposit and
other time deposits ................................................................ 646 (201)
Cash dividends paid ................................................................ (506) (506)
------- -------
Net cash provided (used) by financing activities ................................... 1,620 (717)
------- -------
Increase in cash and cash equivalents .............................................. 5,169 874
Cash and cash equivalents, beginning ............................................... 3,132 3,023
------- -------
Cash and cash equivalents, ending .................................................. $ 8,301 $ 3,897
======= =======
</TABLE>
See notes to unaudited consolidated financial statements.
7
<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
Notes to Unaudited Consolidated Financial Statements
Organization - Clover Community Bankshares, Inc. (the "Company"), a bank holding
company, and its wholly-owned subsidiary, Clover Community Bank, are engaged in
providing domestic commercial banking services from their headquarters office in
Clover, South Carolina. The Company is a South Carolina corporation and its
banking subsidiary is a state chartered commercial bank with its deposits
insured by the Federal Deposit Insurance Corporation ("FDIC"). Therefore, the
Company and its subsidiary operate under the supervision, rules and regulations
of the Board of Governors of the Federal Reserve, FDIC and South Carolina State
Board of Financial Institutions. The holding company was incorporated on March
4, 1998, pursuant to a plan of reorganization. Clover Community Bank was
organized in September, 1986, and received its charter and commenced operations
on October 1, 1987.
Principles of Consolidation - The consolidated financial statements include the
accounts of the parent company and its banking subsidiary after elimination of
all significant intercompany balances and transactions.
Corporate Reorganization - Clover Community Bankshares, Inc. was incorporated on
March 4, 1998 at the direction of Clover Community Bank's management. On April
20, 1998, the shareholders of Clover Community Bank approved a plan of corporate
reorganization under which Clover Community Bank would become a wholly-owned
subsidiary of Clover Community Bankshares, Inc. The authorized common stock of
Clover Community Bankshares, Inc. is 10,000,000 shares with a par value of $.01
per share. Pursuant to the reorganization, which was effected on June 5, 1998,
the parent company issued 1,011,020 shares of its common stock in exchange for
all of the 1,011,020 then outstanding common shares of Clover Community Bank.
The reorganization was accounted for as if it were a pooling-of-interests. As a
result, the financial statements as of, and for the three and nine months ended,
September 30, 1998, are presented as if the reorganization had occurred on
January 1, 1998. The financial statements as of December 31, 1997 and for the
three and nine month periods ended September 30, 1997, are unchanged from the
amounts reported previously by Clover Community Bank. There have been no changes
in earnings per share computations.
Management Opinion - In the opinion of management, the accompanying unaudited
consolidated financial statements of Clover Community Bankshares, Inc. reflect
all adjustments which are necessary for a fair presentation of the results of
the periods presented. Such adjustments are of a normal recurring nature.
Statement of Cash Flows - Interest paid on deposits and other borrowings
amounted to $1,261,000 for the nine months ended September 30, 1998, and was
$1,317,000 for the nine months ended September 30, 1997. Income tax payments of
$405,000 were made during the first nine months of 1998, and income tax payments
of $358,000 were made during the first nine months of 1997. For 1998, noncash
valuation adjustments totaling $32,000 were made increasing available-for-sale
securities, with a related shareholders' equity account increasing $20,000 and
deferred income tax liabilities changing $12,000. For 1997, noncash valuation
adjustments totaling $87,000 were made increasing available-for-sale securities,
with a related shareholders' equity account increasing $52,000 and deferred
income tax assets changing $35,000.
Nonperforming Loans - As of September 30, 1998, there were $1,000 in nonaccrual
loans, and there were no loans 90 days or more past due as to principal or
interest payments still accruing interest income.
Item 2. - Management's Discussion and Analysis
Forward Looking Statements
Statements included in Management's Discussion and Analysis which are
not historical in nature are intended to be, and are hereby identified as
"forward looking statements" for purposes of the safe harbor provided by Section
21E of the Securities Exchange Act of 1934, as amended. The Company cautions
readers that forward looking statements, including without limitation, those
relating to the Company's response to the Year 2000 problem, future business
prospects, revenues, working capital, liquidity, capital needs, interest costs,
and income, are subject to certain risks and uncertainties that could cause
actual results to differ materially from those indicated in the forward looking
statements, due to several important factors herein identified, among others,
and other risks and factors identified from time to time in the Company's
reports filed with the Securities and Exchange Commission.
8
<PAGE>
Organization
Clover Community Bankshares, Inc. (the "Company") was incorporated on
March 4, 1998, as a bank holding company to effect a plan of corporate
reorganization under which Clover Community Bank (the "Bank") became its
wholly-owned subsidiary on June 5, 1998. The discussion and figures in this
section present information regarding the Company since the date of
reorganization and figures of the Bank prior to that date. Per share information
prior to the reorganization is presented in terms of the current equivalent of
the number of shares of the Company's common stock outstanding.
This discussion is intended to assist in understanding the
consolidated financial condition and results of operations of Clover Community
Bankshares, Inc. and its wholly-owned subsidiary, Clover Community Bank. The
information should be reviewed in conjunction with the consolidated financial
statements and the related notes contained elsewhere in this report.
Results of Operations
The Company recorded net income of $252,000 or $.25 per share for the
third quarter of 1998, bringing net income to $718,000 or $.71 per share for the
nine months ended September 30, 1998. These results compare with net income of
$239,000 or $.24 per share for the third quarter of 1997 and $700,000 or $.69
per share for the nine months ended September 30, 1997.
Net interest income is the amount of interest earned on interest
earning assets (loans, securities, time deposits in other banks, federal funds
sold and other investments), less the interest expense incurred on interest
bearing liabilities (interest bearing deposits and other borrowings), and is the
principal source of the Company's earnings. Net interest income is affected by
the level of interest rates, volume and mix of interest earning assets and
interest bearing liabilities and the relative funding of these assets.
For analysis purposes, interest income from tax-exempt investments is
adjusted to an amount that would have to be earned on taxable investments to
produce the same after-tax yields. This adjusted amount is referred to as fully
taxable equivalent ("FTE") interest income.
For the third quarter of 1998, FTE net interest income was $647,000,
an increase of $24,000 over the $623,000 recorded for the third quarter of 1997.
FTE net interest income for the first nine months of 1998 was $1,930,000,
representing an increase of $108,000 over the $1,822,000 for the same period of
1997. The increase in net interest income for the first nine months of 1998 is
attributable primarily to larger volumes of earning assets, higher rates of
interest earned and lower rates paid on deposits and other funding sources.
During the first nine months of 1998, average interest earning assets
were $51,038,000, representing an increase of $2,977,000 or 6.0% over the
comparable 1997 period. Average interest bearing liabilities for the 1998 nine
months period were $42,342,000, a decrease of $359,000 or .8% from the same
period of 1997. The average FTE interest rate spread (average yield on interest
earning assets less the rate paid on interest bearing liabilities) for the first
nine months of 1998 was 4.33% or 7 basis points greater than the 4.26%
experienced for the first nine months of 1997. The FTE net yield on interest
earning assets (FTE net interest income divided by average interest earning
assets) for the first nine months of 1998 increased by 18 basis points to 5.06%,
compared with 4.88% for the 1997 nine month period.
9
<PAGE>
Provision and Allowance for Loan Losses
There were no provisions for loan losses charged to expense for the
third quarters and first nine months of 1998 and 1997 because no such provisions
were deemed necessary by management during these periods. At September 30, 1998,
the allowance for loan losses stood at .90% of total loans compared with .85% at
the end of 1997. During the first nine months of 1998, net loan charge-offs were
$4,000 compared with net recoveries of $1,000 during the comparable 1997 period.
As of September 30, 1998, there was $1,000 in nonaccrual loans and no loans over
90 days past due and still accruing interest income.
Management believes that the allowance for loan losses at September
30, 1998 is adequate to absorb all estimated future risk of loss inherent in the
loan portfolio. However, changes in national or local economic conditions, as
well as changes in the economic circumstances of specific borrowers, could cause
actual losses to differ markedly from the current estimate.
Noninterest Income
Noninterest income totaled $105,000 for the third quarter of 1998,
compared with $86,000 for 1997. Noninterest income was $296,000 for the first
nine months of 1998 compared with $251,000 for the 1997 period. These increases
are mainly due to increased service charges on deposit accounts resulting from a
higher volume of chargeable checking account activity. Increased levels of other
income resulted primarily from a higher volume of credit card and related
merchant fees.
Noninterest Expenses
Noninterest expenses totaled $357,000 for the third quarter of 1998
compared with $333,000 for 1997. Noninterest expenses were $1,098,000 for the
first nine months of 1998 compared with $976,000 for the first nine months of
1997, respectively. Salaries and employee benefits were $186,000 in the third
quarter and $555,000 for the first nine months of 1998 compared to $180,000 and
$532,000 for the comparable periods of 1997. All other combined noninterest
expense categories increased by $18,000 for the third 1998 quarter and increased
$99,000 for the first nine months of 1998 as compared with the same periods in
1997. These increases resulted primarily from higher fees paid for ATM, debit
and credit card services and increased professional and other costs associated
with the formation of the bank holding company.
Liquidity
Liquidity is the ability to meet current and future obligations
through liquidation or maturity of existing assets or the acquisition of
additional liabilities. The Company, through its banking subsidiary, manages
both assets and liabilities to achieve appropriate levels of liquidity. Cash and
short-term investments are the Company's primary sources of asset liquidity.
These funds provide a cushion against short-term fluctuations in cash flow from
both deposits and loans. The available-for-sale securities portfolio is the
Company's principal source of secondary asset liquidity. However, the
availability of this source of funds is influenced by market conditions.
Individual and commercial deposits are the Company's primary source of funds for
credit activities. At September 30, 1998 the Company's loan to deposit ratio was
67.4%. Management believes that the Company's liquidity sources are adequate to
meet its operating needs.
Capital Resources
The capital base for the Company increased by $232,000 since December
31, 1997 as the result of the $718,000 of net income for the first nine months
of 1998, plus $20,000 for the change in unrealized holding gains and losses on
available-for-sale securities, less $506,000 for cash dividends paid.
The Company and its banking subsidiary are each subject to regulatory
risk-based capital adequacy standards. Under these standards, bank holding
companies and banks are required to maintain certain minimum ratios of capital
to risk-weighted assets and average total assets. Under the provisions of the
Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), federal
bank regulatory authorities are required to implement prescribed "prompt
corrective actions" upon the deterioration of the capital position of a bank. If
the capital position of an affected institution were to fall below certain
levels, increasingly stringent regulatory corrective actions are mandated.
10
<PAGE>
The September 30, 1998 risk-based capital ratios for the Company and
Clover Community Bank are presented in the following table, compared with the
minimum ratios under the FDIC regulatory definitions and guidelines:
<TABLE>
<CAPTION>
The Minimum
Company The Bank Requirements
------- -------- ------------
<S> <C> <C> <C>
Tier 1 (core capital) ............................................. 19.9% 18.5% 4.0%
Total capital (tier 1 plus tier 2 or supplementary capital) ....... 20.7% 19.3% 8.0%
Leverage .......................................................... 12.0% 11.1% 3.0%
</TABLE>
Year 2000 Readiness Disclosure
The Company is presently on schedule in implementing its Y2K
Preparedness Plan. The plan has five phases: (1) Awareness, (2) Assessment, (3)
Renovation, (4) Validation, and (5) Implementation. The awareness and assessment
phases have been substantially completed as of September 30, 1998, which
included the identification of critical systems and equipment potentially
vulnerable to the year 2000 problem. This also included identification of
significant loan customers whose businesses could possibly be adversely affected
by the problem and communicating with them about their progress in addressing
the Year 2000 changeover. The renovation phase, consisting of upgrading or
replacing systems and equipment, had also been largely completed by the end of
the third quarter of 1998. The validation portion of the plan calls for the
actual testing of systems and equipment as of certain critical dates with such
testing to be completed by June 30, 1999. This testing is presently on schedule
with no major problems encountered. Finally, the implementation phase, which
requires addressing any problems encountered in the validation phase, along with
continued review and assessment of the Company's systems and equipment, is
presently underway and will continue until the year 2000 has arrived.
Management is of the opinion that the Company's systems and equipment
will be ready for the Year 2000 in a timely manner without any material adverse
effect on the Company's business. Management is not aware of any material
expenditures to be required to complete its preparedness plan.
11
<PAGE>
PART II - OTHER INFORMATION
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No.
from Item 601 of
Regulation S-B Description
------------------ ------------------------
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
12
<PAGE>
SIGNATURE
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.
CLOVER COMMUNITY BANKSHARES, INC.
By: /s/Gwen M. Thompson Date: November 9, 1998
-------------------------------- ----------------
Gwen M. Thompson - Senior Vice President
(Chief Accounting Officer)
13
<PAGE>
EXHIBIT INDEX
Exhibit No.
from Item 601 of
Regulation S-B Description
- ------------------ ------------------------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains financial information extracted from the Consolidated
Balance Sheet at September 30, 1998 (unaudited), and the Consolidated Statement
of Income for the nine months ended September 30, 1998 (unaudited), and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 2,239
<INT-BEARING-DEPOSITS> 337
<FED-FUNDS-SOLD> 6,020
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 15,696
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 29,724
<ALLOWANCE> 268
<TOTAL-ASSETS> 55,380
<DEPOSITS> 44,094
<SHORT-TERM> 0
<LIABILITIES-OTHER> 513
<LONG-TERM> 4,000
0
0
<COMMON> 10
<OTHER-SE> 6,763
<TOTAL-LIABILITIES-AND-EQUITY> 55,380
<INTEREST-LOAN> 2,316
<INTEREST-INVEST> 707
<INTEREST-OTHER> 193
<INTEREST-TOTAL> 3,216
<INTEREST-DEPOSIT> 1,177
<INTEREST-EXPENSE> 1,355
<INTEREST-INCOME-NET> 1,861
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,098
<INCOME-PRETAX> 1,059
<INCOME-PRE-EXTRAORDINARY> 718
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 718
<EPS-PRIMARY> .71
<EPS-DILUTED> .71
<YIELD-ACTUAL> 5.06
<LOANS-NON> 1
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 759
<ALLOWANCE-OPEN> 272
<CHARGE-OFFS> 5
<RECOVERIES> 1
<ALLOWANCE-CLOSE> 268
<ALLOWANCE-DOMESTIC> 268
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
