<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C.
FORM 10-QSB
(Mark One)
[X] Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act
Of 1934 For The Quarterly Period Ended September 30, 1997
[ ] Transition Report Pursuant To Section 13 Or 15(d) Of The Securities
Exchange Act Of 1934
Commission File Number 333-19409
PONTOTOC BANCSHARES CORP.
64-0885622
Mississippi (IRS Employer
(State of Incorporation) Identification No.)
19 South Main Street, Pontotoc, Mississippi 38863
Telephone: 601-489-1631
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 No X (Issuer's registration statement became effective on August
----- -----
26, 1997 and this is issuer's first report pursuant to Section 15(d) of the
Exchange Act.)
264,160 Shares of Common Stock, No Par Value, were issued and outstanding as of
November 10, 1997.
Transitional Small Business Disclosure Format: Yes No X
----- -----
<PAGE>
PONTOTOC BANCSHARES CORP.
INDEX
----------
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION PAGE
----
<S> <C>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).
BALANCE SHEET (unaudited)................................. 4
STATEMENT OF INCOME (unaudited)........................... 5
STATEMENT OF STOCKHOLDERS' EQUITY (unaudited)............. 6
STATEMENT OF CASH FLOWS (unaudited)....................... 7
NOTES TO FINANCIAL STATEMENTS (unaudited)................. 8
EXHIBIT A - BALANCE SHEET OF FIRST NATIONAL
BANK OF PONTOTOC (unaudited).............................. 10
EXHIBIT B - STATEMENT OF INCOME OF FIRST NATIONAL
BANK OF PONTOTOC (unaudited).............................. 11
EXHIBIT C - PRO FORMA BALANCE SHEET (unaudited)........... 12
EXHIBIT D - PRO FORMA INCOME STATEMENT (unaudited)........ 13
NOTES TO PRO FORMA FINANCIAL STATEMENTS (unaudited)....... 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. 16
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS......................................... 17
ITEM 2. CHANGES IN SECURITIES..................................... 17
ITEM 3. DEFAULTS UPON SENIOR SECURITIES........................... 17
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....... 17
ITEM 5. OTHER INFORMATION......................................... 17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K........................... 17
SIGNATURES............................................................... S-1
</TABLE>
<PAGE>
PONTOTOC BANCSHARES CORP.
PART I FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
<S> <C>
Item 1. Financial Statements:
BALANCE SHEET (unaudited)................................... 3
STATEMENT OF INCOME (unaudited)............................. 4
STATEMENT OF STOCKHOLDERS' EQUITY (unaudited)............... 5
STATEMENT OF CASH FLOWS (unaudited)......................... 6
NOTES TO FINANCIAL STATEMENTS (unaudited)................... 7
EXHIBIT A BALANCE SHEET OF FIRST NATIONAL
BANK OF PONTOTOC (unaudited)............................... 8
EXHIBIT B STATEMENT OF INCOME OF FIRST NATIONAL
BANK OF PONTOTOC (unaudited)........................... 9
EXHIBIT C PRO FORMA BALANCE SHEET (unaudited).............. 10
EXHIBIT D PRO FORMA INCOME STATEMENT (unaudited)........... 11
NOTES TO PRO FORMA FINANCIAL STATEMENTS (unaudited)......... 12
</TABLE>
3
<PAGE>
BALANCE SHEET
PONTOTOC BANCSHARES CORPORATION
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
(UNAUDITED)
-----------
(in thousands)
<S> <C>
ASSETS
Cash and due from banks $ 3
Intangibles (Note 2) 917
Investment in First National Bank (Note 2) 5,441
-------
Total assets $ 6,361
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued interest $ 290
Due to First National Bank 168
Notes payable and long-term debt (Note 3) 6,360
-------
Total liabilities 6,818
-------
Stockholders' equity:
Common stock no par value ($1 stated value), 3,000,000
shares authorized, 1 share issued and outstanding -
Retained earnings (457)
-------
Total stockholders' equity (457)
-------
Total liabilities and stockholders' equity $ 6,361
=======
</TABLE>
- ---------------------------------------------------------
The Notes to Financial Statements are an integral part of these statements.
4
<PAGE>
STATEMENT OF INCOME
PONTOTOC BANCSHARES CORPORATION
Three months and six months ended September 30, 1997
<TABLE>
<CAPTION>
(UNAUDITED)
------------------------------------
Three Months Six Months
Ended Ended
(in thousands except per share data)
<S> <C> <C>
REVENUE $ - $ -
--------- ---------
EXPENSES
Legal and professional expenses - 130
Amortization expense 17 37
Interest expense 135 290
--------- ---------
Total expenses 152 457
--------- ---------
Net loss $ (152) $ (457)
========= =========
Loss per share $(152,000) $(457,000)
========= =========
</TABLE>
- -------------------------------------------------
The Notes to Financial Statements are an integral part of these statements.
5
<PAGE>
STATEMENTS OF STOCKHOLDERS' EQUITY
PONTOTOC BANCSHARES CORP.
Six month period ended September 30, 1997
<TABLE>
<CAPTION>
_____________________
STOCK
--------------------- RETAINED
SHARES PAR VALUE EARNINGS TOTALS
-------- --------- -------- ------
(in thousands except number of shares)
<S> <C> <C> <C> <C>
Balance, January 1,
1997 (unaudited) - $ - $ - $ -
Issuance of common
stock 1 - - -
Net loss - - (457) (457)
---- ------ ------ -------
Balance, September 30,
1997 (unaudited) 1 $ - $ (457) $ (457)
==== ====== ====== =======
</TABLE>
- -------------------------------------------------------
The Notes to Financial Statements are an integral part of these statements.
6
<PAGE>
STATEMENTS OF CASH FLOWS
PONTOTOC BANCSHARES CORP.
Six month period ended September 30, 1997
<TABLE>
<CAPTION>
UNAUDITED
-------------
(in thousands)
<S> <C>
OPERATING ACTIVITIES
Net loss $ (457)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 37
Increase in organization costs (34)
Increase in accrued interest 290
-------
Net cash used in operating
activities (164)
-------
INVESTING ACTIVITIES
Goodwill purchased (916)
Purchase of stock in First National Bank (5,441)
-------
Net cash used in investing
activities (6,357)
-------
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 6,401
Repayments of long-term debt (40)
Increase in debt issue costs (5)
Increase in due to First National Bank 168
-------
Net cash provided by financing
activities 6,524
-------
Increase in cash and due from banks 3
Cash and due from banks at beginning of year -
-------
Cash and due from banks at end of period $ 3
=======
SUPPLEMENTAL CASH FLOWS INFORMATION
Interest paid $ -
=======
Income taxes paid $ -
=======
</TABLE>
- -------------------------------------------------
The Notes to Financial Statements are an integral part of these statements.
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS
PONTOTOC BANCSHARES CORP.
September 30, 1997
(UNAUDITED)
NOTE 1. PRESENTATION
The accompanying financial statements for Pontotoc Bancshares Corp. (the
"Company") as of September 30, 1997, are unaudited and reflect all normal
recurring adjustments which, in the opinion of management, are necessary for the
fair presentation of financial position and operating results for the periods
presented.
The company began operations on March 18, 1997 and incurred debt in order to
purchase 20% of the outstanding shares of First National Bank of Pontotoc (the
"Bank"). Other activities of the Company during the period beginning March 18,
1997 and ending September 30, 1997 include incurring legal expenses in an effort
to gain approval for a proposed 10 to 1 exchange of Company stock for the
remaining outstanding shares of the Bank. Information presented under the
caption "Six month period" is for the period March 1, 1997 - September 30, 1997.
NOTE 2. INTANGIBLES
The Company acquired goodwill in the purchase of shares of the Bank as
follows:
<TABLE>
<S> <C>
First National Bank of Pontotoc equity at March 20, 1997 $27,380,703
Total number of First National Bank shares issued and outstanding 33,000
-----------
Price per share 829.72
Total number of shares purchased 6,557
-----------
Investment in First National Bank 5,440,474
Less: purchase price of shares (6,356,580)
-----------
Goodwill acquired 916,106
Less: Accumulated amortization 33,106
-----------
Goodwill, net $ 883,000
===========
</TABLE>
Also included in intangibles at September 30, 1997 are organization costs of
$30,000, net of accumulated amortization of $4,000 and debt issue costs of
$4,000, net of accumulated amortization of $1,000. Goodwill is being amortized
over 15 years; debt issue costs and organization costs are being amortized over
5 years.
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE 3. LONG TERM DEBT AND RELATED INTEREST EXPENSE
In connection with the stock purchase described in Note 1 above, the Company
incurred approximately $6,360,000 of long-term debt, which provides for interest
at the prime rate. This debt is collateralized by the shares purchased and is
payable in annual installments beginning in March 1998 through March 2002.
Accrued interest expense of $135,000 and $290,000 on this debt is included in
expense on the income statement for the three months ended September 30, 1997
and the period ended September 30, 1997, respectively.
NOTE 4. SUBSEQUENT EVENTS
On October 31, 1997 the Company will exchange shares, on a ten to one basis,
with substantially all of the remaining shareholders of the Bank.
9
<PAGE>
Exhibit A
BALANCE SHEET
FIRST NATIONAL BANK
September 30, 1997
<TABLE>
<CAPTION>
(UNAUDITED)
---------------
(in thousands)
<S> <C>
ASSETS
Cash and due from banks $ 4,219
Investment securities - available-for-sale
(at market value) 20,752
Investment securities - held-to-maturity
(at cost) 33,176
Federal funds sold 2,700
Loans receivable, net of allowance for loan losses
of $1,224 in 1997 88,951
Premises and equipment, net 2,575
Due from Pontotoc Bancshares Corp. 168
Intangibles 405
Deferred tax asset 500
Other assets 2,604
---------
Total assets $ 156,050
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 16,838
Interest bearing 109,254
---------
Total deposits 126,092
Accrued interest and other liabilities 1,015
---------
Total liabilities 127,107
---------
Stockholders' equity:
Common stock $10 par value,
33,000 shares authorized and issued 330
Surplus 21,000
Undivided profits 7,808
Unrealized loss on securities available-for-sale (195)
---------
Total stockholders' equity 28,943
---------
Total liabilities and stockholders' equity $ 156,050
=========
</TABLE>
10
<PAGE>
Exhibit B
STATEMENTS OF INCOME
FIRST NATIONAL BANK
Three months and nine months ended September 30, 1997
<TABLE>
<CAPTION>
(UNAUDITED)
-------------------------
Three Nine
Months Months
------- -------
(in thousands)
<S> <C> <C>
INTEREST REVENUE
Interest and fees on loans $2,153 $6,215
Interest on investment securities 804 2,383
Interest on federal funds sold 76 293
------ ------
Total interest revenue 3,033 8,891
------ ------
INTEREST EXPENSE
Interest on deposits 1,289 3,803
Other interest -- --
------ ------
Total interest expense 1,289 3,803
------ ------
Net interest revenue 1,744 5,088
Provision for loan losses (60) (240)
------ ------
Net interest revenue after
provision for loan losses 1,684 4,848
------ ------
OTHER REVENUE
Service fees 328 886
Other (2) 23
Loss from sale of investment securities, other real
estate, and other foreclosed assets (31) (255)
------ ------
295 654
------ ------
OTHER EXPENSE 471 1,391
Salaries and employee benefits
Occupancy expense, net of rental
income 92 244
Other expenses 96 899
------ ------
Total other expense 659 2,524
------ ------
Income before income taxes 1,320 2,978
Provision for income taxes 441 953
------ ------
Net income $ 879 $2,025
====== ======
Earnings per share $26.64 $61.36
====== ======
</TABLE>
11
<PAGE>
Exhibit C
PRO FORMA CONSOLIDATING BALANCE SHEET
PONTOTOC BANCSHARES CORP.
September 30, 1997
<TABLE>
<CAPTION>
UNAUDITED
-------------------------------------------------
Pro Forma
Pontotoc First * Consolidated
Bancshares National Pro Forma Balance
ASSETS Corporation Bank Adjustments Sheet
------------ -------- ----------- ------------
(in thousands)
<S> <C> <C> <C> <C>
Cash and due from banks $ 3 $ 4,219 $ - $ 4,222
Investment securities - available-for-sale (at market value) - 20,752 - 20,752
Investment securities - held-to-maturity (at cost) - 33,176 - 33,176
Federal funds sold - 2,700 - 2,700
Loans receivable, net of allowance for
loan losses of $1,224 - 88,951 - 88,951
Premises and equipment, net - 2,575 - 2,575
Intangibles 917 405 - 1,322
Deferred tax asset - 500 - 500
Due from Pontotoc Bancshares Corp. (Note A) - 168 (168) -
Investment in First National Bank (Note B) 5,441 - (5,441) -
Other assets - 2,604 - 2,604
------ -------- ------- --------
Total assets $6,361 $156,050 $(5,609) $156,802
====== ======== ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing $ - $ 16,838 $ - $ 16,838
Interest bearing - 109,254 - 109,254
------ -------- ------- --------
Total deposits - 126,092 - 126,092
Accrued interest and other liabilities 458 1,015 (168) 1,305
Long term debt 6,360 - - 6,360
------ -------- ------- --------
Total liabilities 6,818 127,107 (168) 133,757
------ -------- ------- --------
Stockholders' equity:
Common stock $10 par value, 33,000 shares authorized
and issued (Note C) - 330 (330) -
Common stock no par value ($1 stated value), 3,000,000
shares authorized, 264,430 shares issued and outstanding - - 264 264
outstanding (Note C)
Surplus (Note C) - 21,000 (21,000) -
Paid in capital (Note C) - - 23,433 23,433
Undivided profits (Note C) (457) 7,808 (7,808) (457)
Unrealized loss on securities available-for-sale (Note C) - (195) - (195)
------ -------- ------- --------
Total stockholders' equity (457) 28,943 (5,441) 23,045
------ -------- ------- --------
Total liabilities and stockholders' equity $6,361 $156,050 $(5,609) $156,802
====== ======== ======= ========
</TABLE>
_______________________________________________________________________________
The Notes to Pro Forma Financial Statements are an integral part of these
statements.
12
<PAGE>
Exhibit D
PRO FORMA CONSOLIDATING STATEMENT OF INCOME
PONTOTOC BANCSHARES CORP.
Period ended September 30, 1997
<TABLE>
<CAPTION>
UNAUDITED
--------------------------------------------------------
Pro Forma
Pontotoc First Consolidated
Bancshares National Pro Forma Income
Corporation Bank Adjustments Statement
----------- -------- ----------- ----------
(in thousands except per share data)
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $ - $ 6,215 $ - $ 6,215
Interest on investment securities - 2,383 - 2,383
Interest on federal funds sold - 293 - 293
------------ ------- ------- -------
Total interest income - 8,891 - 8,891
------------ ------- ------- -------
INTEREST EXPENSE
Interest on deposits - 3,803 - 3,803
Other interest 290 - - 290
------------ ------- ------- -------
Total interest expense 290 3,803 - 4,093
------------ ------- ------- -------
Net interest income (290) 5,088 - 4,798
Provision for loan losses - (240) - (240)
------------ ------- ------- -------
Net interest income after
provision for loan losses (290) 4,848 - 4,558
------------ ------- ------- -------
OTHER INCOME
Service fees - 886 - 886
Other - 23 - 23
Loss from sale of investment securities, other real
estate, and other foreclosed assets - (255) - (255)
------------ ------- ------- -------
- 654 - 654
------------ ------- ------- -------
OTHER EXPENSE
Salaries and employee benefits - 1,391 - 1,391
Occupancy expense, net of rental
income - 244 - 244
Other expenses 167 889 - 1,056
------------ ------- ------- -------
Total other expense 167 2,524 - 2,691
------------ ------- ------- -------
Income before income taxes (457) 2,978 - 2,521
Provision for income taxes (Note D) - 953 (122) 831
------------ ------- ------- -------
Net income $ (457) $ 2,025 $ 122 $ 1,690
============ ======= ======= =======
Earnings per share $(457,000.00) $ 61.36 $ 6.38
============ ======= =======
</TABLE>
______________________________________________________________________
The Notes to Pro Forma Financial Statements are an integral part of these
statements.
13
<PAGE>
NOTES TO PRO FORMA FINANCIAL STATEMENTS
PONTOTOC BANCSHARES CORP.
(UNAUDITED)
Pro Forma Financial Information
The pro forma financial statements are presented to give effect to the
exchange of the Company's common shares for the remaining outstanding common
shares of the Bank. The pro forma balance sheet is prepared as if the
transactions occurred on September 30, 1997. The pro forma income statement is
presented for the nine months ended September 30, 1997 and is prepared as if the
transaction occurred on January 1, 1997.
NOTE A. INTERCOMPANY RECEIVABLES
During 1997, significant legal fees related to the formation of the Company
were incurred and paid by the Bank. Subsequent to their payment, the Bank
transferred those expenses to the Company, thereby creating an intercompany
receivable/payable that is eliminated in the consolidation.
NOTE B. INVESTMENT IN FIRST NATIONAL BANK
On March 20, 1997, the Company purchased twenty percent of the outstanding
shares of the Bank with a book value of $5,440,474. In consolidation, this
investment in the wholly owned subsidiary is eliminated against the equity of
the Bank.
NOTE C. STOCKHOLDERS' EQUITY
The pro forma adjustments in the stockholders' equity section of the pro
forma balance sheet are essentially the entries required in the consolidation of
the Company and the Bank to eliminate the equity of the Bank and allow common
stock, paid in capital and retained earnings of the Company to be reflected. The
calculation of the resulting common stock, paid in capital, and retained
earnings of the Company are reflected below:
<TABLE>
<S> <C>
COMMON STOCK:
Bank shares prior to acquisition 33,000
Less shares purchased 6,557
-------
26,443
Company shares exchanged for
Bank shares (10 to 1, $1 stated value) 10
-------
264,430
=======
</TABLE>
14
<PAGE>
NOTES TO PRO FORMA FINANCIAL STATEMENTS (Continued)
NOTE C. STOCKHOLDERS' EQUITY (Continued)
<TABLE>
<S> <C>
PAID IN CAPITAL:
Bank equity at September 30, 1997 $28,943,000
Less shares purchased (5,440,474)
-----------
Remaining book value of bank 23,502,526
Add unrealized loss on available-for
sale securities, which is presented as
a separate component of equity (264,430)
-----------
$23,433,096
===========
</TABLE>
NOTE D. INCOME TAX EFFECTS
The reduction in consolidated net income related to the interest expense and
amortization expenses of the Company resulted in a corresponding reduction in
income tax expense for the consolidated entity. This reduction in income taxes
amounted to approximately $122,000 calculated at the Bank's total federal and
state rate of 37.3% for the nine month period ended September 30, 1997.
15
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This discussion is intended to supplement the financial statements for
Pontotoc Bancshares Corp. (the "Company").
The company was formed for the purpose of becoming the parent company of
First National Bank of Pontotoc (the "Bank"). The Company was approved by the
Federal Reserve Board as a bank holding company in March of 1997. The Company
then incurred $6,360,000 in debt from National Bank of Commerce, Memphis
Tennessee, for the purpose of purchasing 6,557 shares of common stock of the
Bank. The Company also incurred an additional debt of $450,000 as part of the
reorganization process.
The merger of the Bank into the Company was approved by the shareholders of
the Bank on September 29, 1997. The surrender and reissue of Bank stock for
stock of the Company will begin after October 31, 1997. Accordingly, other than
as discussed above, the Company has no operations or other activities for the
periods covered by this report. There is no specific strategic plan to expand
the business activities of the Company beyond the current operations of the
Bank.
16
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of shareholders of the Bank was held on September 29,
1997 to consider and vote upon a plan of reorganization (the "Reorganization")
pursuant to which the Bank was to become a wholly-owned subsidiary of the
Company, and each outstanding share of common stock of the Bank (other than
shares of common stock of the Bank already owned by the Company) was to be
converted into and exchanged for ten shares of common stock of the Company. The
Reorganization was approved by an overwhelming majority vote of the Bank's
shareholders. At the time of the meeting, a total of 33,000 shares of common
stock of the Bank were outstanding, 31,391 shares were voted in favor of the
Reorganization and 1,609 shares were voted against the Reorganization or
abstained from voting.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8(K)
(A) EXHIBITS
2.1 Plan of Reorganization and Agreement of Merger, incorporated by
reference to Exhibit 2.1 to Registrant's Registration Statement on
Form S-4, Registration No. 333-20631, filed with the Commission on
January 8, 1997 and declared effective on August 26, 1997.
3.1 The Company's Articles of Incorporation, incorporated by reference to
Exhibit 3.1 to Registrant's Registration Statement on Form S-4,
Registration No. 333-20631, filed with the Commission on January 8,
1997 and declared effective on August 26, 1997.
17
<PAGE>
3.2 The Company's Bylaws, incorporated by reference to Exhibit 3.2 to
Registrant's Registration Statement on Form S-4, Registration No. 333-
20631, filed with the Commission on January 8, 1997 and declared
effective on August 26, 1997.
10.1 Executive Agreement effective November 20, 1996, by and between Buddy
R. Montgomery and the Bank, incorporated by reference to Exhibit 10.1
to Registrant's Registration Statement on Form S-4, Registration No.
333-20631, filed with the Commission on January 8, 1997 and declared
effective on August 26, 1997.
10.2 Executive Agreement effective November 20, 1996, by and between Larry
Russell and the Bank, incorporated by reference to Exhibit 10.2 to
Registrant's Registration Statement on Form S-4, Registration No. 333-
20631, filed with the Commission on January 8, 1997 and declared
effective on August 26, 1997.
10.3 Stock Purchase Agreement dated March 18, 1997 among Pontotoc
BancShares Corp., First National Bank of Pontotoc, Union Planters
Corporation, Doty Investments, L.P., Martha W. Doty, Gerry G. Jones
and All Saints Episcopal Church of Memphis, Tennessee, incorporated by
reference to Exhibit 10.3 to Registrant's Registration Statement on
Form S-4, Registration No. 333-20631, filed with the Commission on
January 8, 1997 and declared effective on August 26, 1997.
10.4 Note, Security Agreement and Loan Agreement dated March 18, 1997
between Pontotoc BancShares Corp. and National Bank of Commerce,
incorporated by reference to Exhibit 10.4 to Registrant's Registration
Statement on Form S-4, Registration No. 333-20631, filed with the
Commission on January 8, 1997 and declared effective on August 26,
1997.
11 Statement re: computation of per share earnings
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K
None
18
<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 thereto duly authorized.
Pontotoc BancShares Corp.
November 14, 1997 /s/ Buddy R. Montgomery
---------------------------------------
Buddy R. Montgomery
President, Chief Executive Officer and
Chief Financial Officer
S-1
19
<PAGE>
EXHIBIT INDEX
Exhibit
Number Item
- ------ ----
11 Statement Regarding Computation of Per Share Earnings
27 Financial Data Schedule
20
<PAGE>
EXHIBIT 11
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Three Months Period from
Ended Inception to
September 30, September 30,
1997 1997
-------------------------------
<S> <C> <C>
Primary:
Average shares outstanding: 1 1
========= =========
Net loss $(152,000) $(457,000)
========= =========
Net loss per share $(152,000) $(457,000)
========= =========
Fully Diluted:
Average shares outstanding: 1 1
========= =========
Net loss $(152,000) $(457,000)
========= =========
Net loss per share $(152,000) $(457,000)
========= =========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> MAR-18-1997
<PERIOD-END> SEP-30-1997
<CASH> 3,409
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 5,440,474
<INVESTMENTS-MARKET> 6,356,579
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 6,361,428
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 458,254
<LONG-TERM> 6,360,000
0
0
<COMMON> 1
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 6,361,428
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 290,075
<INTEREST-INCOME-NET> (290,075)
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 166,750
<INCOME-PRETAX> (456,825)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (456,825)
<EPS-PRIMARY> (456,825)
<EPS-DILUTED> (456,825)
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
