<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 0-24476
-------
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 22-0999615
--------------------------------------------- ----------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
110 S. Congress Street, Winnsboro, South Carolina 29180
------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 635-5536
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 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.
X Yes No
------ ------
As of December 31, 1997, there were 583,273 shares of the Registrant's common
stock, par value $0.01 per share, outstanding. The Registrant has no other
classes of common equity outstanding.
Transitional small business disclosure format:
Yes X No
------ ------
1
<PAGE>
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
WINNSBORO, SOUTH CAROLINA
Index
PART I. PAGE(S)
- - ------- -------
FINANCIAL INFORMATION
ITEM 1.
Financial Statements
Consolidated Balance Sheets-(Unaudited) as of June 30, 1997,
and December 31, 1997.............................................. 3
Consolidated Statements of Income - (Unaudited) for the six months
ended December 31, 1996 and 1997................................... 4
Consolidated Statements of Stockholders' Equity (Unaudited).......... 5
Consolidated Statements of Cash Flows - (Unaudited) for the six
months ended December 31, 1996 and 1997............................. 6-7
Notes to (Unaudited) Consolidated Financial Statements............... 8-9
ITEM 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations.......................................... 10-12
PART II.
- - --------
OTHER INFORMATION
Item 1. Legal Proceedings........................................... 13
Item 2. Changes in Securities....................................... 13
Item 3. Defaults Upon Senior Securities............................. 13
Item 4. Submission of Matters to a Vote of Security Holders......... 13
Item 5. Other Information........................................... 13
Item 6. Exhibits and Reports on Form 8-K............................ 13
Signatures........................................................... 14
Exhibit 27 Financial Data Schedule................................... 15-16
2
<PAGE>
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Balance Sheets
(Unaudited)
(in thousands, except share data)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
--------------------------
ASSETS 1997 1997
------ ----------- -----------
<S> <C> <C>
Cash and due from banks $ 436 $ 289
Interest earning deposits 5,242 2,870
Investment securities:
Held to maturity (market value of $3,370 and $4,671) 3,352 4,654
Loans receivable, net 35,955 35,684
Mortgage-backed securities:
Held to maturity (market value of $49 and $42) 48 42
Premises and equipment, net 551 573
Federal Home Loan Bank stock 429 429
Interest receivable 340 303
Real estate 96 101
Prepaid expenses and other assets 149 147
----------- -----------
Total assets $ 46,598 $ 45,092
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Deposits $ 34,024 $ 35,242
Advance payments for taxes and insurance 42 25
Accrued expenses and other liabilities 374 388
Income taxes:
Current 78 -
Deferred 118 111
----------- -----------
Total liabilities 34,636 35,766
----------- -----------
Stockholders' equity:
Preferred stock ($.01 par value, 200,000
shares authorized; none outstanding) - -
Common stock ($.01 par value, 1,400,000 shares authorized;
780,275 shares issued; 699,733 outstanding at June 30, 1997,
and 583,273 at December 31, 1997) 8 8
Paid in capital 7,321 7,354
Retained earnings, substantially restricted 6,801 6,817
Treasury stock, at cost (80,542 shares at June 30, 1997 and
197,002 at December 31, 1997) (1,352) (4,108)
Unearned compensation:
Employee Stock Ownership Plan (452) (421)
Management Recognition Plan (364) (324)
----------- -----------
Total stockholders' equity 11,962 9,326
----------- -----------
Total liabilities and stockholders' equity $ 46,598 $ 45,092
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Income
(Unaudited)
(in thousands, except net income per share)
<TABLE>
<CAPTION>
FOR THREE MONTHS ENDED FOR SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------------------ ------------------------------
1996 1997 1996 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Interest income:
Loans $ 748 $ 748 $ 1,453 $ 1,508
Mortgage-backed securities - 1 2 2
Investments 70 74 147 128
Interest earning deposits 68 55 128 127
-------------- -------------- -------------- --------------
Total interest income 886 878 1,730 1,765
Interest expense:
Deposits 419 434 817 849
-------------- -------------- -------------- --------------
Net interest income 467 444 913 916
Provision for loan losses - - - -
-------------- -------------- -------------- --------------
Net interest income after provision
for loan losses 467 444 913 916
-------------- -------------- -------------- --------------
Noninterest income:
Loan fees and services - 12 - 23
Other 14 13 27 32
-------------- -------------- -------------- --------------
Total noninterest income 14 25 27 55
-------------- -------------- -------------- --------------
Noninterest expenses:
Compensation and employee benefits 149 168 285 338
Net occupancy expense 15 24 27 46
Deposit insurance premiums 21 6 232 11
Data processing 14 19 25 39
Other 58 129 118 213
-------------- -------------- -------------- --------------
Total noninterest expenses 257 346 687 647
-------------- -------------- -------------- --------------
Income before income taxes 224 123 253 324
Income tax expense 90 53 103 135
-------------- -------------- -------------- --------------
Net income $ 134 $ 70 $ 150 $ 189
============== ============== ============== ==============
Weighted average common equivalent
shares outstanding 684 602 688 637
Basic net income per share $.20 $.12 $.22 $.30
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
(Unaudited)
(in thousands, except share data)
<TABLE>
<CAPTION>
UNEARNED COMPENSATION
COMMON PAID-IN RETAINED TREASURY ------------------------------
STOCK CAPITAL EARNINGS STOCK FOR ESOP FOR MRP TOTAL
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 30, 1996 $ 8 $ 7,279 $ 6,769 $ (790) $ (514) $ (443) $ 12,309
Net income - - 423 - - - 423
Cash dividends ($.60 per share) - - (391) - - - (391)
ESOP and MRP compensation earned - 42 - - 62 79 183
Treasury stock purchased (35,677 shares) - - - (562) - - (562)
-------- -------- -------- -------- -------- -------- --------
Balance at June 30, 1997 8 7,321 6,801 (1,352) (452) (364) 11,962
Net income - - 189 - - - 189
Cash dividends ($.32 per share) - - (188) - - - (188)
ESOP and MRP compensation earned - 34 15 - 31 40 120
Stock Options excercised ( 240 shares) (1) 4 3
Treasury stock purchased (116,700 shares) - - (2,760) - - (2,760)
-------- -------- -------- -------- -------- -------- --------
Balance at December 31, 1997 $ 8 $ 7,354 $ 6,817 $ (4,108) $ (421) $ (324) $ 9,326
======== ======== ======== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
FOR SIX MONTHS ENDED
DECEMBER 31,
--------------------------
1996 1997
----------- -----------
<S> <C> <C>
Operating activities:
Net income $ 150 $ 189
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 15 40
Gain on sale of real estate owned - (6)
Deferred income taxes (benefit) 17 (7)
Amortization of premium (accretion
of discounts) on investment securities (1) (2)
Amortization of unearned compensation 90 105
Net increase (decrease) in deferred loan fees (17) (20)
(Increase) decrease in accrued interest receivable 8 37
(Increase) decrease in prepaid expenses and other assets (87) 2
Increase (decrease) in income taxes payable (41) (78)
Increase (decrease) in accrued expenses and other liabilities (16) 14
----------- -----------
Net cash provided (used) by operating
activities 118 274
----------- -----------
Investing activities:
Net (increase) decrease in loans (2,212) 286
Proceeds from sale of real estate owned - -
Proceeds from maturities of
investment securities held to maturity 1,300 1,400
Purchase of investment securities held to maturity (200) (2,700)
Principal payments on mortgage-backed securities 7 6
Purchases of premises and equipment (130) (48)
----------- -----------
Net cash provided (used) by investing activities (1,235) (1,056)
----------- -----------
</TABLE>
(continued)
6
<PAGE>
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
FOR SIX MONTHS ENDED
DECEMBER 31,
--------------------------
1996 1997
----------- -----------
<S> <C> <C>
Financing activities:
Net increase (decrease) in deposits $ 2,227 $ 1,232
Increase (decrease) in advance payments for taxes and (6) (17)
insurance
Stock options excerised - 3
Purchase of treasury stock (465) (2,760)
Dividends paid (206) (195)
----------- -----------
Net cash provided (used) by financing activities 1,550 (1,737)
----------- -----------
Net increase (decrease) in cash and cash equivalents 433 (2,519)
Cash and cash equivalents at beginning of period 4,587 5,678
----------- -----------
Cash and cash equivalents at end of period $ 5,020 $ 3,159
=========== ===========
Supplemental disclosures of cash flow information
- - -------------------------------------------------
Cash paid during the period for:
Interest $ 831 $ 805
=========== ===========
Noncash investing and financing activities:
Real estate acquired in satisfaction of
mortgage loans $ 89 $ -
=========== ===========
Dividends declared but not paid $ 212 $ 187
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
7
<PAGE>
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
1. General
-------
South Carolina Community Bancshares, Inc. (the "Company") was incorporated
under the laws of the State of Delaware for the purpose of becoming the
savings and loan holding company of Community Federal Savings Bank (the
"Savings Bank"). Both companies are headquartered in Winnsboro, South
Carolina. The Company is engaged primarily in the business of directing,
planning and coordinating the business activities of the Savings Bank. The
financial statements of the Savings Bank are presented on a consolidated
basis with those of the Company.
2. Basis of Preparation
--------------------
The accompanying unaudited consolidated financial statements were prepared in
accordance with instructions for Form 10-QSB and therefore, do not include
all disclosures necessary for a complete presentation of the consolidated
balance sheets, consolidated statements of income, consolidated statements of
stockholders' equity, and consolidated statements of cash flows in conformity
with generally accepted accounting principles. However, all adjustments which
are, in the opinion of management, necessary for the fair presentation of the
interim financial statements have been included. All such adjustments are of
a normal recurring nature. The statements of income for the three and/or six
month period ended December 31, 1997, are not necessarily indicative of the
results which may be expected for the entire year.
It is suggested that these unaudited consolidated financial statements be
read in conjunction with the audited consolidated financial statements and
notes thereto for the Company for the year ended June 30, 1997.
3. Earnings Per Share
------------------
Earnings per share amounts for the three and six month periods ended December
31, 1996 and 1997, are based on the average number of shares and equivalents
outstanding throughout the period. Unallocated ESOP shares are not considered
as outstanding for purposes of this calculation.
4. Treasury Stock
---------------
During the six months ending December 31, 1997, the holding company
repurchased 116,700 shares of common stock held in treasury. These
repurchases represents 16.7% of the
8
<PAGE>
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- - -------------------------------------------------------------------------------
outstanding common stock at June 30, 1997. The holding company also utilized
240 shares of treasury stock for issuance to an employee who excercised her
stock options.
5. Deposit Insurance Assessment
----------------------------
The Company was required to pay a special assessment to recapitalize the
Savings Association Insurance Fund (SAIF).The Company recorded the special
assessment for deposit insurance premiums of approximately $193,000 in
operations for the six months ending December 31, 1996, with an after tax
impact on net income of approximately $127,000.
6. Asset Quality
-------------
At December 31, 1997, the Company had total nonperforming loans (i.e., loans
which are contractually past due 90 days or more) of approximately $590,000.
Nonperforming loans was 1.62% of total loans at December 31, 1997. Total
nonperforming assets as a percent of total assets at December 31, 1997 was
1.53%. Nonperforming assets include the nonperforming loans of $590,000 plus
$101,000 of real estate owned.
9
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The following discussion and analysis is intended to assist in understanding the
financial condition and the results of operations of the Company. References to
the "Company" include South Carolina Community Bancshares, Inc. and/or Community
Federal Savings Bank as appropriate.
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 1997 AND DECEMBER 31, 1997
The Company's total consolidated assets decreased by approximately $1.5 million
or 3.2% from $46.6 million at June 30, 1997 to $45.1 million at December 31,
1997. The decrease in assets for the period was primarily attributable to assets
used to fund treasury stock purchases of $2.7 million.
The composition of the Company's balance sheet has not been materially affected
by market conditions between June 30, 1997 and December 31, 1997. Net loans
remained relatively level while interest earning deposits decreased by $2.4
million. The funds were used to fund the treasury stock purchases and a $1.3
million increase in investment securities.
Consistent with its historical lending practices, the Company's loan portfolio
at December 31 1997 consisted primarily of fixed rate loans with maturities of
up to twenty-five (25) years. Consequently, the Company is exposed to a high
degree of interest rate risk in a rising interest rate environment. The Company
has historically accepted this risk in light of its relatively high capital
levels. See Liquidity and Capital Resources" discussion below.
Deposits increased $1.2 million or 3.6%, from $34.0 million at June 30, 1997 to
$35.2 million at December 31, 1997. The increase in deposits was primarily
attributable to an increase in certificates of deposit. The balances in now
accounts, money market and passbook savings showed no significant change.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1996
AND 1997
NET INCOME. Net income decreased $64,000 from $134,000 for the three months
ended December 31, 1996 to $70,000 for the three months ended December 31, 1997.
The return on average assets was 1.15% for the three months ended December 31,
1996 compared to .61 % for the three months ended December 31, 1997.
NET INTEREST INCOME. Net interest income decreased $23,000 from $467,000 for the
three months ended December 31, 1996 to $444,000 for the three months ended
December 31, 1997. The decline in net interest income reflects a combination of
increased interest expense and a decrease in total interest income.
10
<PAGE>
INTEREST INCOME. Total interest income decreased $8,000 from $886,000 for the
three months ended December 31, 1996 to $878,000 for the three months ended
December 31, 1997. Interest on interest earning deposits decreased $13,000, or
19.1%. Interest earning deposits were utilized during the three months ending
December 31, 1997 to repurchase $2.7 million of treasury stock. Therefore
interest earning assets have been reduced to reduce the capital of the Company.
INTEREST EXPENSE. Interest expense increased $15,000 or 3.6% from $419,000 for
the three months ended December 31, 1996 to $434,000 for the three months ended
December 31, 1997. The increase for the three months ending December 31, 1997
was the result of a $2.0 million increase in the average interest bearing
deposits offset by an 11 basis point decrease in the cost of funds. Average
certificates of deposits accounted for $1.5 million of the average balance
increase.
PROVISION FOR LOAN LOSSES. The Company did not record any provision for loan
losses for either of the three month periods ended December 31, 1996 or 1997.
Management has reviewed the allowance for loan losses in relation to the
Company's composition of its loan portfolio and observations of the general
economic climate and loan loss expectations. Based on the loss model, management
feels that the allowance for loan loss is adequate at the end of both periods.
The ratio of the allowance to non-performing loans at December 31, 1997 was
49.7% and nonperforming loans to total loans was only 1.64%.
NON-INTEREST INCOME. Non-interest income increased $11,000 for the three months
ending December 31, 1997. This increase was the result of additional banking
services being offered to customers in 1997 that were not offered in 1996 that
generated $12,000 of service fee income.
NON-INTEREST EXPENSE. Non-interest expense increased by $89,000 from $257,000
for the three months ending December 31, 1996 to $346,000 for 1997. The increase
was the direct result of a $19,000 or 12.8% increase in compensation expense
primarily from additional employees added following the branch acquisition,
normal salary increases and additional expense recognized on ESOP shares
released at fair market value as compared to the same period in 1996. Net
occupancy expense increased $9,000 and data processing increased $5,000 as a
result of expanded operations and the addition of the branch location. Other
non-interest expenses increased by $71,000 as a result of expanded banking
services being offerred, a second office facility, and other related daily
operating expenses.
COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 1996
AND 1997
NET INCOME. Net income, excluding the impact of $127,000 for the SAIF assessment
in 1996, decreased $88,000 from $277,000 for the six months ended December 31,
1996 to $189,000 for the six months ended December 31, 1997. The return on
average assets was 1.18% pre- SAIF for the six months ended December 31, 1996
compared to .82 % for the six months ended December 31, 1997.
11
<PAGE>
NET INTEREST INCOME. Net interest income increased only $3,000 from $913,000 for
the six months ended December 31, 1996 to $916,000 for the six months ended
December 31, 1997. The improvement in net interest income reflects primarily the
Company's ability to obtain transaction account deposits which carry a lower
cost of funds.
INTEREST INCOME. Total interest income increased $35,000 from $1,730,000 for the
six months ended December 31, 1996 to $1,765,000 for the six months ended
December 31, 1997. Interest on loans increased $55,000, or 3.8%. Interest on
investments decreased $19,000 as the average investment portfolio during the six
months ending December 31, 1997 was approximately $533,000 less than the same
period in 1996. These funds were used primarily to fund stock repurchases.
INTEREST EXPENSE. Interest expense increased $32,000 from $817,000 for the six
months ended December 31, 1996 to $849,000 for the six months ended December 31,
1997. The increase for the six months ending December 31, 1997 was the result of
a $2.4 million increase in the average interest bearing deposits offset by a 17
basis point decrease in the cost of funds.
PROVISION FOR LOAN LOSSES. The Company did not record any provision for loan
losses for either of the six month periods ended December 31, 1996 or 1997.
Management has reviewed the allowance for loan losses in relation to the
Company's composition of its loan portfolio and observations of the general
economic climate and loan loss expectations. Based on the loss model, management
feels that the allowance for loan loss is adequate at the end of both periods.
NON-INTEREST INCOME. Non-interest income increased $28,000 for the six months
ending December 31, 1997. This increase was the result of additional banking
services being offered to customers in 1997 that were not offered in 1996.
Service fee income was $23,000 for the six months ending December 31, 1997.
NON-INTEREST EXPENSE. Non-interest expense, excluding the pre-tax effect of the
one-time SAIF assessment of $193,000, increased by $153,000 from $494,000 for
the six months ending December 31, 1996 to $647,000 for 1997. The increase was
the direct result of a $53,000 increase in compensation expense primarily from
additional employees added following the branch acquisition and normal salary
increases, and additional ESOP expense recognized. Net occupancy expense
increased $19,000 and data processing increased $14,000 as a result of increased
operations and the addition of the branch location. Other non-interest expenses
increased by $95,000 as a result of expanded banking services being offerred,
general operating needs of a second office facility, and other related daily
operating expenses.
LIQUIDITY AND CAPITAL RESOURCES. The Company's primary sources of funds are
deposits, proceeds from principal and interest payments on loans, and investment
maturities. While maturities and scheduled amortization of loans are a
predictable source of funds, deposit flows and mortgage prepayments are greatly
influenced by general interest rates, economic conditions and competition. The
Company's primary investing activity is loan originations. The Company maintains
liquidity levels adequate to fund loan commitments, investment opportunities,
deposit withdrawals and other financial commitments.
12
<PAGE>
At December 31, 1997, there were no material commitments for capital
expenditures. Obligations to fund outstanding loan commitments at December 31,
1997 were approximately $63,000.
At December 31, 1997, management had no knowledge of any trends, events or
uncertainties that will have or are reasonably likely to have material effects
on the liquidity, capital resources or operations of the Company. Furthermore,
management was not aware of any current recommendations by the regulatory
authorities which, if implemented, would have such an effect.
The Savings Bank exceeded all of its capital requirements at December 31, 1997.
The Savings Bank had the following capital ratios at December 31,1997 and was
categorized as "well capitalized" under the Prompt Corrective Action regulations
adopted by the OTS pursuant to the Federal Deposit Insurance Corporation
Improvement Act of 1991.
<TABLE>
<CAPTION>
FOR CAPITAL CATEGORIZED AS
ACTUAL ADEQUACY PURPOSES "WELL CAPITALIZED"(1)
-------------------------- -------------------------- --------------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
-------------------------- -------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1997:
Adjusted total Capital
(To risk weighted assets) $8,465 38.9% $1,743 8.00% $2,179 10.0%
Tier I Capital
(To risk weighted assets) $8,193 37.6% $ 871 4.00% $1,307 6.0%
Tier I Capital
(To total assets) $8,193 18.3% $1,342 3.00% $2,237 5.0%
Tangible Capital
(To total assets) $8,193 18.3% $ 671 1.50% $2,237 5.0%
</TABLE>
(1) As categorized under the Prompt Corrective Action Provisions.
YEAR 2000 COMPLIANCE. The Company has established a plan to address Year 2000
issues. Successful implementation of this plan will eliminate any extraordinary
expenses related to the Year 2000 issue. Management has received confirmation
from its sole data processing company regarding their Year 2000 plans and
compliance. The plan also addresses receiving confirmation from other outside
vendors who provide computer related services that could be impacted by the
issue. Management plans to request from its data processing company information
that would enable it to test all critical systems by mid 1998 in order to ensure
compliance by December 31, 1998. Management has a reasonable basis to conclude
that the Year 2000 issue will not materially affect future financial results, or
cause reported financial information not to be necessarily indicative of future
operating results or future financial condition.
13
<PAGE>
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
From time to time, the Company and any subsidiary may be a party to
various legal proceedings incident to its or their business. At
December 31, 1997, there were no legal proceedings to which the Company
or any subsidiary was a party, or to which of any of their property was
subject, which were expected by management to result in a material
loss.
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Annual Meeting of Stockholders of the Company ("Meeting") was held
on December 17, 1997. The results of the vote on the matters presented
at the Meeting were as follows:
1. The following individuals were elected as directors, each for a
three-year term:
VOTE FOR VOTE WITHHELD
-------- -------------
John S. McMeekin 501,867 0
Quay W. McMaster 501,867 0
2. Crisp Hughes Evans LLP was ratified as the June 30, 1998. The vote
was 499,266 for, none independent auditors for the year ending
against and 2,601 abstained.
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
27 Financial Data Schedule
No reports on Form 8-K were filed during the quarter ended December 31,
1997.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
Date: February 13, 1997 By /s/ Alan W. Pullen
----------------------- -------------------------
Alan W. Pullen
(President and Chief Executive
Officer)
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
Date: February 13, 1997 By /s/ Terri Robinson
----------------------- -------------------------
Terri Robinson
(Chief Financial Officer)
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FOR THE CONSOLIDATED
FINANCIAL STATEMENTS OF SOUTH CAROLINA COMMUNITY BANCSHARES, INC. FOR THE
QUARTER ENDED DECEMBER 31, 1997 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> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 289
<INT-BEARING-DEPOSITS> 2,870
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 4,696
<INVESTMENTS-MARKET> 4,713
<LOANS> 35,977
<ALLOWANCE> 293
<TOTAL-ASSETS> 45,092
<DEPOSITS> 35,086
<SHORT-TERM> 0
<LIABILITIES-OTHER> 524
<LONG-TERM> 0
0
0
<COMMON> 8
<OTHER-SE> 9,318
<TOTAL-LIABILITIES-AND-EQUITY> 45,092
<INTEREST-LOAN> 748
<INTEREST-INVEST> 75
<INTEREST-OTHER> 55
<INTEREST-TOTAL> 878
<INTEREST-DEPOSIT> 434
<INTEREST-EXPENSE> 434
<INTEREST-INCOME-NET> 444
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 346
<INCOME-PRETAX> 123
<INCOME-PRE-EXTRAORDINARY> 123
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 70
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 3.98
<LOANS-NON> 590
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 293
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 293
<ALLOWANCE-DOMESTIC> 293
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
