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 Quarterly Period Ended June 30, 1998 Commission File No. 000-24749
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 July 31, 1998
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
FORM 10-QSB
Index Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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 ......................... 9-11
Part II - OTHER INFORMATION
Item 4. - Submission of Matters to a Vote of Security Holders .......... 12
Item 6. Exhibits and Reports on Form 8-K ............................. 12
SIGNATURE ................................................................ 13
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<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Balance Sheet
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
1998 1997
------------ ------------
(Dollars in thousands)
Assets
<S> <C> <C>
Cash and due from banks ....................................................... $ 1,317 $ 1,451
Interest bearing deposits in other banks ...................................... 339 441
Federal funds sold ............................................................ 6,000 1,535
Available-for-sale securities ................................................. 15,856 16,136
Other investments ............................................................. 377 377
Loans ......................................................................... 29,807 31,886
Less allowance for loan losses .............................................. (269) (272)
----------- --------
Loans - net ........................................................... 29,538 31,614
Premises and equipment - net .................................................. 750 760
Accrued interest receivable ................................................... 330 344
Other assets .................................................................. 200 251
----------- --------
Total assets .......................................................... $ 54,707 $ 52,909
=========== ========
Liabilities
Deposits
Noninterest bearing demand .................................................. $ 4,678 $ 3,891
Interest bearing transaction accounts ....................................... 12,059 12,294
Savings ..................................................................... 2,842 2,439
Certificates of deposit $100M and over ...................................... 4,729 4,253
Other time deposits ......................................................... 19,407 19,091
----------- --------
Total deposits ........................................................ 43,715 41,968
Long-term debt ................................................................ 4,000 4,000
Accrued interest payable ...................................................... 410 351
Other liabilities ............................................................. 67 49
----------- --------
Total liabilities ..................................................... 48,192 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 ............................................................. 2,999 3,039
Accumulated other comprehensive income ........................................ 182 168
----------- --------
Total shareholders' equity ............................................ 6,515 6,541
----------- --------
Total liabilities and
shareholders' equity ................................................ $ 54,707 $ 52,909
=========== ========
</TABLE>
See notes to unaudited consolidated financial statements.
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<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Statement of Income
<TABLE>
<CAPTION>
(Unaudited)
Period Ended June 30,
Three Months Six Months
------------ ----------
1998 1997 1998 1997
--------- ---------- ---------- ---------
(Dollars in thousands, except per share)
Interest income
<S> <C> <C> <C> <C>
Loans, including fees ............................ $ 769 $ 773 $ 1,561 $ 1,531
Time deposits in other banks ..................... 5 8 10 15
Securities
Taxable ........................................ 193 193 386 384
Tax-exempt ..................................... 44 45 87 89
Federal funds sold ............................... 56 24 78 45
Other investments ................................ 6 6 15 14
---------- ---------- ---------- ----------
Total interest income .................... 1,073 1,049 2,137 2,078
---------- ---------- ---------- ----------
Interest expense
Time deposits $100,000 and over .................. 48 50 95 103
Other deposits ................................... 348 354 686 706
Federal funds purchased .......................... - - 2 -
Long-term debt ................................... 57 60 116 116
---------- ---------- ---------- ----------
Total interest expense ................... 453 464 899 925
---------- ---------- ---------- ----------
Net interest income ................................ 620 585 1,238 1,153
Provision for loan losses .......................... - - - -
---------- ---------- ---------- ----------
Net interest income after provision ................ 620 585 1,238 1,153
---------- ---------- ---------- ----------
Other income
Service charges on deposit
accounts ....................................... 91 75 175 142
Credit life insurance commissions ................ 2 6 2 12
Other service charges, commissions
and fees ....................................... 6 4 14 11
---------- ---------- ---------- ----------
Total other income ....................... 99 85 191 165
---------- ---------- ---------- ----------
Other expenses
Salaries and employee benefits ................... 183 177 369 352
Net occupancy expense ............................ 12 10 37 22
Furniture and equipment expense .................. 44 48 98 91
Other expense .................................... 135 92 237 178
---------- ---------- ---------- ----------
Total other expenses ..................... 374 327 741 643
---------- ---------- ---------- ----------
Income before income taxes ......................... 345 343 688 675
Income tax expense ................................. 116 109 222 214
---------- ---------- ---------- ----------
Net income ......................................... $ 229 $ 234 $ 466 $ 461
========== ========== ========== ==========
Per share
Average shares outstanding ....................... 1,011,020 1,011,020 1,011,020 1,011,020
Net income ....................................... $ .23 $ .23 $ .46 $ .46
Cash dividends ................................... - - .50 .50
</TABLE>
See notes to unaudited consolidated financial statements.
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<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Statement of Comprehensive Income
<TABLE>
<CAPTION>
(Unaudited)
Period Ended June 30,
Three Months Six Months
--------------------- -------------------
1998 1997 1998 1997
---- ---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C> <C>
Net income ..................................................... $ 229 $ 234 $ 466 $ 461
----- ----- ----- -----
Other comprehensive income (loss)
Change in unrealized holding gains
and losses on available-for-sale
securities ............................................... 24 (41) 23 (18)
Income tax expense (benefit) on other
comprehensive income ..................................... 9 (13) 9 (5)
----- ----- ----- -----
Total other comprehensive income ..................... 15 (28) 14 (13)
----- ----- ----- -----
Comprehensive income ........................................... $ 244 $ 206 $ 480 $ 448
===== ===== ===== =====
</TABLE>
See notes to unaudited consolidated financial statements.
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<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)
<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 ................... 461 461
Cash dividends declared -
$.50 per share ........................ (506) (506)
Unrealized net holding losses on
available-for-sale securities,
net of taxes .......................... (13) (13)
---------- ---------- ---------- ---------- ---------- ----------
Balance June 30, 1997 ................... 1,011,020 $ 1,264 $ 2,070 $ 2,596 $ 49 $ 5,979
========== ========== ========== ========== ========== ==========
Balance January 1, 1998 ................. 1,011,020 $ 1,264 $ 2,070 $ 3,039 $ 168 $ 6,541
Net income for period ................... 466 466
Cash dividends declared -
$.50 per share ........................ (506) (506)
Unrealized net holding gains on
available-for-sale securities,
net of taxes .......................... 14 14
Exchange of 1,011,020 shares of $.01 ....
par value common shares of Clover
Community Bankshares, Inc. for all of
the 1,011,020 shares of $1.25 par
value common shares of Clover
Community Bank ........................ (1,254) 1,254
---------- ---------- ---------- ---------- ---------- ----------
Balance June 30, 1998 ................... 1,011,020 $ 10 $ 3,324 $ 2,999 $ 182 $ 6,515
========== ========== ========== ========== ========== ==========
</TABLE>
See notes to unaudited consolidated financial statements.
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<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
(Unaudited)
Six Months Ended
June 30,
1998 1997
------ --------
(Dollars in thousands)
Operating activities
<S> <C> <C>
Net income ......................................................................... $ 466 $ 461
Adjustments to reconcile net income to net
cash provided by operating activities
Provision for loan losses ...................................................... - -
Amortization of net loan fees and costs ........................................ (17) (16)
Depreciation and amortization .................................................. 53 55
Securities accretion and premium amortization .................................. 8 11
Decrease (increase) in interest receivable ..................................... 14 (7)
Increase in interest payable ................................................... 59 63
Decrease (increase) in prepaid expenses
and other receivables ........................................................ 51 (66)
Increase in other accrued expenses ............................................. 19 -
------- -------
Net cash provided by operating activities .................................... 653 501
------- -------
Investing activities
Net decrease in time deposits in other banks ....................................... - 5
Purchases of available-for-sale securities ......................................... (858) -
Maturities of available-for-sale securities ........................................ 1,144 70
Net decrease in loans made to customers ............................................ 2,093 293
Purchases of premises and equipment ................................................ (57) (22)
Proceeds of sales of equipment ..................................................... 14 -
------- -------
Net cash provided by investing activities .................................... 2,336 346
------- -------
Financing activities
Net increase in demand deposits, interest bearing
transaction accounts and savings accounts ........................................ 955 342
Net increase (decrease) in certificates of
deposit and other time deposits .................................................. 792 (77)
Cash dividends paid ................................................................ (506) (506)
------- -------
Net cash provided (used) by financing activities ............................. 1,241 (241)
------- -------
Increase in cash and cash equivalents ................................................ 4,230 606
Cash and cash equivalents, beginning ................................................. 3,132 3,023
------- -------
Cash and cash equivalents, ending .................................................... $ 7,362 $ 3,629
======= =======
</TABLE>
See notes to unaudited consolidated financial statements.
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<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 and Basis of Presentation - 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 six months ended,
June 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 six
month periods ended June 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
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 $840,000 for the six months ended June 30, 1998, and was $862,000
for the six months ended June 30, 1997. Income tax payments of $205,000 were
made during the first six months of 1998, and income tax payments of $241,000
were made during the first half of 1997. For 1998, noncash valuation adjustments
totaling $23,000 were made increasing available-for-sale securities, with a
related shareholders' equity account increasing $14,000 and deferred income tax
liabilities increasing $9,000. For 1997, noncash valuation adjustments totaling
$18,000 were made decreasing available-for-sale securities, with a related
shareholders' equity account decreasing $13,000 and deferred income tax assets
increasing $5,000.
Nonperforming Loans - As of June 30, 1998, there were $79,000 in nonaccrual
loans, and there were no loans 90 days or more past due as to principal or
interest payments still accruing interest income.
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<PAGE>
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 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.
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 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 $229,000 or $.23 per share for the
second quarter of 1998, bringing net income to $466,000 or $.46 per share for
the six months ended June 30, 1998. These results compare with net income of
$234,000 or $.23 per share for the second quarter of 1997 and $461,000 or $.46
per share for the six months ended June 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 which 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 second quarter of 1998, FTE net interest income was $643,000,
an increase of $35,000 over the $608,000 recorded for the second quarter of
1997. FTE net interest income for the first six months of 1998 was $1,283,000,
representing an increase of $84,000 over the $1,199,000 for the same period of
1997. The increase in net interest income for the first half of 1998 is
attributable primarily to larger volumes of earning assets and higher rates of
interest earned. While interest bearing
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<PAGE>
liabilities also increased in 1998 over the year earlier period, rates paid
decreased in an amount more than sufficient to overcome those volume increases.
During the first six months of 1998, average interest earning assets
were $50,560,000, representing an increase of $899,000 or 6.96% over the
comparable 1997 period. Average interest bearing liabilities for the 1998 six
months period were $43,743,000, an increase of $1,089,000 or 2.55% over the same
period of 1997. The average interest rate spread (average yield on interest
earning assets less the rate paid on interest bearing liabilities) for the first
six months of 1998 was 4.56% or 31 basis points greater than the 4.25%
experienced for the first half of 1997. The net yield on interest earning assets
(net interest income divided by average interest earning assets) for the first
half of 1998 increased by 25 basis points to 5.12%, compared with 4.87% for the
1997 six month period.
Provision and Allowance for Loan Losses
There were no provisions for loan losses charged to expense for the
second quarters and first six months of 1998 and 1997 because no such provisions
were deemed necessary by management during these periods. At June 30, 1998, the
allowance for loan losses stood at .90% of total loans compared with .85% at the
end of 1997. During the first half of 1998, net loan charge-offs were $3,000
compared with net recoveries of $1,000 during the comparable 1997 period. As of
June 30, 1998, there were $79,000 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 June 30, 1998
is adequate to absorb all estimated future risk of loss inherent in the loan
portfolio.
Noninterest Income
Noninterest income totaled $99,000 for the second quarter of 1998,
compared with $85,000 for 1997. Noninterest income was $191,000 for the first
six months of 1998 compared with $165,000 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.
Noninterest Expenses
Noninterest expenses totaled $374,000 for the second quarter of 1998
compared with $327,000 for 1997. Noninterest expenses were $741,000 for the
first six months of 1998 compared with $643,000 for the first half of 1997,
respectively. Salaries and employee benefits were $183,000 in the second quarter
and $369,000 for the first six months of 1998 compared to $177,000 and $352,000
for the comparable periods of 1997. Other expenses increased by $43,000 for the
second 1998 quarter and increased $59,000 for the first half of 1998 as compared
to the same periods in 1997. These increases resulted from higher fees paid for
ATM, debit and credit card services and increased professional and other fees
associated with the formation of the 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 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.
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<PAGE>
Individual and commercial deposits are the Company's primary source of funds for
credit activities. At June 30, 1998 the Company's loan to deposit ratio was
68.2%. Management believes that the Company's liquidity sources are adequate to
meet its operating needs.
Capital Resources
The capital base for the Company decreased by $26,000 since December 31,
1997 as the result of the $466,000 of net income for the first six months of
1998, plus $14,000 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.
The June 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:
The The Minimum
Company Bank Requirements
------- ---- ------------
Tier 1 (core capital) 19.13% 19.19% 4.00%
Total capital (tier 1 plus tier 2 or
supplementary capital) 19.94% 20.01% 8.00%
Leverage 11.64% 11.69% 3.00%
-11-
<PAGE>
Part II - OTHER INFORMATION
Item 4. - Submission of Matters to a Vote of Security Holders.
On Monday, April 20, 1998, the shareholders of Clover Community Bank
held their regular annual meeting. At the meeting, three matters were submitted
to a vote, with results as follows:
1. Approval of eight as the number of directors to be elected at the Annual
Meeting.
FOR - 702,494 shares; AGAINST - 65,850 shares; ABSTAIN - 400 shares
2. Election of eight directors.
AUTHORITY
DIRECTORS FOR WITHHELD
--------- --- --------
Ruby Bennett 769,144 -
Charles R. Burrell 769,144 -
James C. Harris, Jr. 768,414 730
Herbert Kirsh 769,144 -
H. Marvin McCarter 769,144 -
James H. Owen, Jr. 769,144 -
Gwen M. Thompson 768,744 400
William C. Turner 769,144 -
3. Approval of a Reorganization Agreement and Plan of Exchange pursuant to
which each outstanding share of common stock of Clover Community Bank would
be exchanged, in a tax-free transaction, for one share of common stock of
the bank holding company, Clover Community Bankshares, Inc., and Clover
Community Bank would become a wholly-owned subsidiary of Clover Community
Bankshares, Inc.
FOR - 765,144 shares; AGAINST - 400 shares; ABSTAIN - 3,600 shares
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.
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<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: August 10, 1998
-------------------------------------------- -----------------
Gwen M. Thompson - Senior Vice President
(Chief Accounting Officer)
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<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 June 30, 1998, (unaudited) and the Consolidated Statement of
Income for the six months ended June 30, 1998, (unaudited) and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,317
<INT-BEARING-DEPOSITS> 339
<FED-FUNDS-SOLD> 6,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 15,856
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 29,807
<ALLOWANCE> 269
<TOTAL-ASSETS> 54,707
<DEPOSITS> 43,715
<SHORT-TERM> 0
<LIABILITIES-OTHER> 477
<LONG-TERM> 4,000
0
0
<COMMON> 10
<OTHER-SE> 6,505
<TOTAL-LIABILITIES-AND-EQUITY> 54,707
<INTEREST-LOAN> 1,561
<INTEREST-INVEST> 473
<INTEREST-OTHER> 103
<INTEREST-TOTAL> 2,137
<INTEREST-DEPOSIT> 781
<INTEREST-EXPENSE> 899
<INTEREST-INCOME-NET> 1,238
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 741
<INCOME-PRETAX> 688
<INCOME-PRE-EXTRAORDINARY> 466
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 466
<EPS-PRIMARY> .46
<EPS-DILUTED> .46
<YIELD-ACTUAL> 5.12
<LOANS-NON> 79
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 904
<ALLOWANCE-OPEN> 272
<CHARGE-OFFS> 4
<RECOVERIES> 1
<ALLOWANCE-CLOSE> 269
<ALLOWANCE-DOMESTIC> 269
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
