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 March 31, 1999 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, 1,015,798 shares Outstanding on April 30, 1999.
Transitional Small Business Format (Check one): Yes _______ No X
<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 6. Exhibits and Reports on Form 8-K 12
SIGNATURE 13
1
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Balance Sheet
<TABLE>
<CAPTION>
(Unaudited)
March 31, December 31,
1999 1998
---- ----
(Dollars in thousands)
Assets
<S> <C> <C>
Cash and due from banks ............................................................. $ 2,361 $ 1,727
Interest bearing deposits in other banks ............................................ 361 320
Federal funds sold .................................................................. 6,160 8,070
Securities available-for-sale ....................................................... 16,914 16,300
Other investments ................................................................... 377 377
Loans ............................................................................... 29,772 29,115
Allowance for loan losses ....................................................... (266) (265)
-------- --------
Loans - net .................................................................. 29,506 28,850
Premises and equipment - net ........................................................ 687 716
Accrued interest receivable ......................................................... 244 316
Other assets ........................................................................ 330 245
-------- --------
Total assets ................................................................. $ 56,940 $ 56,921
======== ========
Liabilities
Deposits
Noninterest bearing demand ...................................................... $ 4,415 $ 3,962
Interest bearing transaction accounts ........................................... 14,985 13,845
Savings ......................................................................... 2,831 2,563
Certificates of deposit $100M and over .......................................... 4,275 5,689
Other time deposits ............................................................. 19,328 19,547
-------- --------
Total deposits ............................................................... 45,834 45,606
Long-term debt ...................................................................... 4,000 4,000
Accrued interest payable ............................................................ 369 393
Other liabilities ................................................................... 71 -
-------- --------
Total liabilities ............................................................ 50,274 49,999
-------- --------
Shareholders' equity
Common stock - $.01 par value, 10,000,000 shares authorized,
1,015,798 shares issued and outstanding for 1999 and
1,011,020 shares issued and outstanding for 1998 ................................ 10 10
Capital surplus ..................................................................... 3,456 3,324
Retained earnings ................................................................... 3,104 3,464
Accumulated other comprehensive income .............................................. 96 124
-------- --------
Total shareholders' equity ................................................... 6,666 6,922
-------- --------
Total liabilities and shareholders' equity ................................... $ 56,940 $ 56,921
======== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
2
<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Statement of Income
<TABLE>
<CAPTION>
(Unaudited)
Three Months Ended
March 31,
1999 1998
---- ----
(Dollars in thousands,
except per share)
Interest Income
<S> <C> <C>
Loans, including fees ................................................. $ 701 $ 792
Time deposits in other banks .......................................... 4 5
Securities
Taxable ............................................................... 189 193
Tax-exempt ............................................................ 48 43
Federal funds sold .................................................... 92 22
Other investments ..................................................... 6 9
---------- ----------
Total interest income ............................................. 1,040 1,064
---------- ----------
Interest expense
Time deposits $100,000 and over ....................................... 54 47
Other deposits ........................................................ 315 338
Federal funds purchased ............................................... - 2
Long-term debt ........................................................ 53 59
---------- ----------
Total interest expense ............................................ 422 446
---------- ----------
Net interest income ........................................................ 618 618
Provision for loan losses .................................................. - -
---------- ----------
Net interest income after provision ........................................ 618 618
---------- ----------
Other income
Service charges on deposit accounts ................................... 91 84
Credit life insurance commissions ..................................... 4 -
Other income .......................................................... 15 8
---------- ----------
Total other income ................................................ 110 92
---------- ----------
Other expenses
Salaries and employee benefits ........................................ 202 186
Net occupancy expense ................................................. 15 25
Furniture and equipment expense ....................................... 51 54
Other expense ......................................................... 98 102
---------- ----------
Total other expenses .............................................. 366 367
---------- ----------
Income before income taxes ................................................. 362 343
Income tax expense ......................................................... 115 106
---------- ----------
Net income ................................................................. $ 247 $ 237
========== ==========
Per share
Average shares outstanding ............................................ 1,012,294 1,011,020
Net income ............................................................ $ 0.24 $ 0.23
Cash dividends declared ............................................... 0.60 0.50
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
3
<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Statement of Comprehensive Income
<TABLE>
<CAPTION>
(Unaudited)
Three Months Ended
March 31,
1999 1998
----- ----
(Dollars in thousands)
<S> <C> <C>
Net income ........................................................................... $ 247 $ 237
----- -----
Other comprehensive income (loss)
Change in unrealized holding gains and
losses on available-for-sale securities ...................................... (45) (1)
Income tax expense (benefit) on other
comprehensive income (loss) ................................................. (17) -
----- -----
Total other comprehensive income (loss) .................................. (28) (1)
----- -----
Comprehensive income ................................................................. $ 219 $ 236
===== =====
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
4
<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Statement of Changes in Shareholder's Equity
<TABLE>
<CAPTION>
(Unaudited)
Common Stock
------------ Accumulated
Number of Capital Retained Other Comprehensive
Shares Amount Surplus Earnings Income Total
------ ------ ------- -------- ------ -----
(Dollars in thousands, except per share)
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1998 ...................... 1,011,020 $1,264 $2,070 $ 3,039 $ 168 $ 6,541
Cash dividends declared -
$.50 per share ............................ - - - (506) - (506)
Change in unrealized holding gains
and losses on available-for-sale
securities, net of income taxes ........... - - - - (1) (1)
Net income .................................... - - - 237 - 237
--------- ------ ------ ------- ----- -------
Balance, March 31, 1998 ....................... 1,011,020 $1,264 $2,070 $ 2,770 $ 167 $ 6,271
========= ====== ====== ======= ===== =======
Balance, January 1, 1999 ...................... 1,011,020 $ 10 $3,324 $ 3,464 $ 124 $ 6,922
Cash dividends declared -
$.60 per share ............................ 4,778 - - (607) - (607)
Sales of common stock under
dividend reinvestment plan ................ - - 132 - - 132
Change in unrealized holding gains
and losses on available-for-sale
securities, net of income taxes ........... - - - - (28) (28)
Net income .................................... - - - 247 - 247
--------- ------ ------ ------- ----- -------
Balance, March 31, 1999 ....................... 1,015,798 $ 10 $3,456 $ 3,104 $ 96 $ 6,666
========= ====== ====== ======= ===== =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE>
CLOVER COMMUNITY BANKSHARES, INC.
Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
(Unaudited)
Three Months Ended
March 31,
1999 1998
----- ----
(Dollars in thousands)
Operating Activities
<S> <C> <C>
Net income .......................................................................... $ 247 $ 237
Adjustments to reconcile net income to net
cash provided by operating activities
Provision for loan losses .................................................. - -
Depreciation ............................................................... 29 33
Securities accretion and premium amortization .............................. (14) 5
Decrease in interest receivable ............................................ 72 75
(Decrease) increase in interest payable .................................... (24) 32
(Increase) decrease in prepaid expenses .................................... (68) 21
Increase in other accrued expenses ......................................... 71 66
------- -------
Net cash provided by operating activities .............................. 313 469
------- -------
Investing activities
Purchases of available-for-sale securities .......................................... (5,028) -
Maturities of available-for-sale securities ......................................... 4,383 951
Net (increase) decrease in loans made to customers .................................. (656) 746
Purchases of premises and equipment ................................................. - (53)
------- -------
Net cash (used) provided by investing activities ....................... (1,301) 1,644
------- -------
Financing activities
Net increase in demand deposits, interest
bearing transaction accounts and savings accounts .............................. 1,861 897
Net (decrease) increase in certificates of deposit and other
time deposits .................................................................. (1,633) 73
Cash dividends paid ................................................................. (607) (506)
Common stock sold under dividend reinvestment plan .................................. 132 -
------- -------
Net cash (used) provided by financing activities ....................... (247) 464
------- -------
(Decrease) increase in cash and cash equivalents ......................................... (1,235) 2,577
Cash and cash equivalents, beginning ..................................................... 9,823 3,132
------- -------
Cash and cash equivalents, ending ........................................................ $ 8,588 $ 5,709
======= =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
6
<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 System, the 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.
Accounting Policies - A summary of significant accounting policies is included
in the Company's Annual Report for the year ended December 31, 1998 on Form
10-KSB filed with the Securities and Exchange Commission.
Management Opinion - In the opinion of management, the accompanying unaudited
consolidated financial statements of Clover Community Bankshares, Inc. reflect
all adjustments necessary for a fair presentation of the results of the periods
presented. Such adjustments were of a normal, recurring nature.
Statement of Cash Flows - Interest paid on deposits and other borrowings
amounted to $446,000 for the three months ended March 31, 1999, and was $414,000
for the three months ended March 31, 1998. Income tax payments of $11,000 were
made during the first three months of 1999, and income tax payments of $12,000
were made in the 1998 period. Non-cash investment security valuation adjustments
decreased available-for-sale securities by $45,000 during the 1999 period, a
related shareholders' equity account decreased by $28,000 and the associated
deferred income taxes changed by $17,000. During the 1998 period, non-cash
valuation adjustments decreased available-for-sale securities by $1,000,
decreased shareholders' equity by $1,000, and deferred income taxes were
unchanged.
Nonperforming Loans - As of March 31, 1999, there were no nonaccrual loans and
no loans 90 days or more past due and still accruing.
Earnings Per Share - Earnings per common share is computed on the basis of the
average number of shares outstanding during each period, retroactively adjusted
to give effect to any stock splits and stock dividends. As required, the Company
adopted the provisions of Statement of Financial Accounting Standards No. 128,
"Earnings per Share" for the year ended December 31, 1997. Because the Company
has never had any dilutive potential common shares or dilutive stock options or
warrants, adoption of the statement had no effect on the Company's financial
statements for any period.
7
<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 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.
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 consolidated net income of $247,000 or $.24 per
share for the first quarter of 1999. These results are $10,000, or $.01 per
share, more than net income of $237,000 or $.23 per share for the first quarter
of 1998.
Net interest income is the amount of interest income earned on
interest earning assets (loans, securities, interest bearing 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 first quarter of 1999, FTE net interest income was $645,000,
an increase of $3,000 or 0.5% over the first quarter of 1998. The nominal
increase in FTE net interest income was achieved primarily through the reduction
of interest rates paid on interest bearing liabilities and through increased
average amounts of interest earning assets and interest bearing liabilities.
Average interest earning assets during the 1999 period were $54,250,000, an
increase of $4,433,000 or 8.9% over the comparable period of 1998. Average
interest bearing liabilities during the 1999 period were $45,927,000,
representing an increase of $4,248,000 or 10.2% over the amount for the same
period of 1998. The average interest rate spread (average yield on interest
earning assets less the average rate paid on interest bearing liabilities) for
the first quarter of 1999 was 4.25%, a decrease of 27 basis points from the
4.52% noted for the same period of 1998. Net yield on earning assets (net
interest income divided by average interest earning assets) was 4.82% for the
first quarter of 1999, a decrease of 41 basis points from the 5.23% for the
first three months of 1998.
The increases in interest earning assets and interest bearing
liabilities resulted from the Company's continuing marketing strategies to
increase its market share in its local service area in York County of South
Carolina. Management expects to continue to utilize such strategies during the
remainder of 1999. Decreases in yields and rates paid resulted from a reduction
in the prime rate and competitive pressures.
8
<PAGE>
Provision and Allowance for Loan Losses
No provisions for loan losses were made during the first three months
of 1999 and 1998. At March 31, 1999, the allowance for loan losses was .89% of
loans, compared with .91% of loans at December 31, 1998. During the 1999 three
month period, net recoveries totaled $1,000, compared with $1,000 charged off
during the same period of 1998. As of March 31, 1999, there were no nonaccrual
loans and no loans over 90 days past due and still accruing interest. The amount
of nonaccrual loans at March 31, 1998 was $3,000 and there were $19,000 in loans
90 days or more past due and still accruing interest.
Management believes that the allowance for loan losses is adequate to
absorb all estimated future risk of loss inherent in the loan portfolio as of
March 31, 1999.
Noninterest Income
Noninterest income totaled $110,000 for the first quarter of 1999,
compared with $92,000 for the 1998 quarter. The higher noninterest income in
1999 was attributable to higher service charges on deposit accounts, increased
credit life insurance commissions and higher merchant discount charges. There
were no realized securities gains or losses in either the 1999 or 1998 periods.
Noninterest Expenses
Noninterest expenses totaled $366,000 for the first quarter of 1999,
compared with $367,000 for 1998. Salaries and employee benefits increased by
$16,000, or 8.6%, to $202,000 for the 1999 period. This increase resulted
primarily from normal salary increases, which are granted from time to time.
Occupancy and furniture and equipment expenses for 1999 decreased by $13,000
compared with 1998 primarily resulting from lower depreciation and reduced
equipment maintenance and repair costs. Other expenses for the 1999 period were
$4,000 less than in 1998 primarily due to reduced expenses associated with the
transition of the bank holding company, regulatory filings, and the annual
shareholder's meeting.
Liquidity
Liquidity is the ability to meet current and future obligations
through the 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.
Securities available-for-sale are the Company's principal source of secondary
asset liquidity. However, the availability of this source is influenced by
market conditions. Individual and commercial deposits are the Company's primary
source of funds for credit activities.
As of March 31, 1999, the ratio of loans to total deposits was 65.0%,
compared with 63.8% as of December 31, 1998 and 72.5% as of March 31, 1998.
Deposits as of March 31, 1999 were $228,000 or .5% greater than at December 31,
1998 and $2,896,000 or 6.7% greater than their levels of March 31, 1998.
Management believes that the Company's liquidity sources are adequate
to meet its operating needs.
Capital Resources
The Company's capital base decreased by $256,000 since December 31,
1998 as the result of net income of $247,000 for the first three months of 1999,
less dividends declared totaling $607,000, $132,000 added from the sale of 4,778
shares of stock under the Company's dividend reinvestment plan, less the $28,000
change in unrealized gains and losses on available-for-sale securities, net of
deferred tax effects.
The Company and its banking subsidiary (the "Bank") are 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.
9
<PAGE>
The March 31, 1999 risk based capital ratios for the Company and the
Bank are presented in the following table, compared with the "well capitalized"
and minimum ratios under the regulatory definitions and guidelines:
<TABLE>
<CAPTION>
Total
Tier 1 Capital Leverage
------ ------- --------
<S> <C> <C> <C>
Clover Community Bankshares, Inc. ................................... 19.4% 20.1% 11.5%
Clover Community Bank ............................................... 17.6% 18.4% 10.4%
Minimum "well-capitalized" requirement .............................. 6.0% 10.0% 5.0%
Minimum requirement ................................................. 4.0% 8.0% 3.0%
</TABLE>
Year 2000 Readiness Disclosure
The Company is presently on schedule in implementing its Year 2000
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 March 31, 1999. These phases
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 been completed in large part before 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 currently on schedule
and no major problems have been 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.
Nevertheless, the Company could be adversely affected by problems
encountered by its vendors, customers and providers of services in dealing with
their Year 2000 readiness, by difficulty in identifying all possible effects of
the Year 2000 problem and interrelationships between various mission critical
systems, and by the unavailability of skilled personnel to address Year 2000
problems that may arise.
10
<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.
11
<PAGE>
SIGNATURE
In accordance with the requirements of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CLOVER COMMUNITY BANKSHARES, INC.
May 12, 1999 /s/ James C. Harris, Jr.
- ----------------------- -------------------------
Date James C. Harris, Jr., President
and Chief Executive Officer
May 12, 1999 /s/ Gwen M. Thompson
- ----------------------- --------------------
Date Gwen M. Thompson, Senior Vice President,
Cashier, and Secretary (Principal
accounting officer)
12
<PAGE>
Exhibit Index
Exhibits
Exhibit No.
from Item 601 of
Regulation S-B Description
- --------------- ----------------------
27 Financial Data Schedule
13
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited Consolidated Balance Sheet at March 31, 1999 and the unaudited
Consolidated Statement of Income for the three months ended March 31, 1999 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 2,361
<INT-BEARING-DEPOSITS> 361
<FED-FUNDS-SOLD> 6,160
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 16,914
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 29,772
<ALLOWANCE> 266
<TOTAL-ASSETS> 56,940
<DEPOSITS> 45,834
<SHORT-TERM> 0
<LIABILITIES-OTHER> 440
<LONG-TERM> 4,000
0
0
<COMMON> 10
<OTHER-SE> 6,656
<TOTAL-LIABILITIES-AND-EQUITY> 56,940
<INTEREST-LOAN> 701
<INTEREST-INVEST> 237
<INTEREST-OTHER> 102
<INTEREST-TOTAL> 1,040
<INTEREST-DEPOSIT> 369
<INTEREST-EXPENSE> 422
<INTEREST-INCOME-NET> 618
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 366
<INCOME-PRETAX> 362
<INCOME-PRE-EXTRAORDINARY> 247
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 247
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
<YIELD-ACTUAL> 4.82
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 265
<CHARGE-OFFS> 0
<RECOVERIES> 1
<ALLOWANCE-CLOSE> 266
<ALLOWANCE-DOMESTIC> 266
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
