<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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 March 31, 1998
___ Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _______________ to ________________
Commission File No. 333-25179
PEOPLE'S COMMUNITY CAPITAL CORPORATION
(Exact Name of Small Business Issuer as Specified in its Charter)
SOUTH CAROLINA 58-2287073
(State of Incorporation) (I.R.S. Employer Identification No.)
106 PARK AVENUE, S.W., AIKEN, SOUTH CAROLINA
29801 (Address of Principal Executive Offices)
(803) 641-0142
(Issuer's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name, Former Address and Former Fiscal Year, if Changed Since
Last Report)
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:
993,162 shares of common stock, par value $.01 per share, were issued
and outstanding as of March 31, 1998.
Transitional Small Business Disclosure Format (check one):
Yes No X
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
PEOPLE'S COMMUNITY CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31
1998 1997
ASSETS ----------- -----------
<S> <C> <C>
Cash and due from banks $ 674,461 $ 625,785
Federal funds sold 6,490,000 9,240,000
Securities, available for sale 10,354,120 5,629,838
Loans receivable, net 7,684,189 3,889,163
Properties and equipment, net 1,611,508 1,607,802
Accrued interest receivable 174,673 45,769
Deferred income taxes 205,990 149,182
Other assets 76,118 83,428
----------- -----------
Total assets $27,271,059 $21,270,967
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Non-interest bearing deposits $ 2,735,242 $ 1,954,224
Interest bearing deposits 15,070,282 9,751,398
---------- -----------
Total deposits 17,805,524 11,705,622
Accrued interest payable 34,085 21,362
Accrued expenses and other liabilities 57,792 83,377
---------- -----------
Total liabilities 17,897,401 11,810,361
========== ===========
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value; 10,000,000 shares
authorized, 993,162 shares issued and outstanding 9,932 9,932
Additional paid-in-capital 9,738,058 9,738,058
Retained earnings (deficit) (377,752) (289,595)
Net unrealized gain on securities available for sale,
net of income taxes 3,420 2,211
----------- -----------
Total stockholders' equity 9,373,658 9,460,606
----------- -----------
Total liabilities and stockholders' equity $27,271,059 $21,270,967
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
<PAGE> 3
PEOPLE'S COMMUNITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
<TABLE>
<CAPTION>
For the three months
ended March 31,
----------------------------------
1998 1997
---------- ----------------
(unaudited) Development
stage enterprise
(audited)
<S> <C> <C>
Interest income:
Loans, including fees $ 150,816 $ --
Federal funds sold 108,835 --
Securities and short-term investments 118,215 220
---------- ----------------
Total interest income 377,866 220
---------- ----------------
Interest expense:
Deposits 141,685 --
---------- ----------------
Total interest expense 141,685 --
---------- ----------------
Net interest income 236,181 220
Provision for loan losses 60,000 --
---------- ----------------
Net interest income after provision for loan 176,181 220
---------- ----------------
Non-interest income:
Service charges on deposit accounts 8,908 --
Other income 23,131 --
---------- ----------------
Total non-interest income 32,039 --
---------- ----------------
Non-interest expenses:
Salaries and employee benefits 219,317 5,000
Occupancy and equipment 45,836 3,003
Consulting and professional fees 12,849 --
Customer related expenses 18,880 --
General operating expenses 35,157 --
Other expenses 20,209 1,704
---------- ----------------
Total non-interest expenses 352,248 9,707
Loss before income taxes (144,028) (9,487)
Income tax benefits (55,870) --
---------- ----------------
Net loss $ (88,158) $ (9,487)
========== ================
Net loss per share of common stock $ (.09) $ (948.70)
========== ================
Weighted average shares outstanding 993,162 10
========== ================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
<PAGE> 4
PEOPLE'S COMMUNITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
<TABLE>
<CAPTION>
For the three months
ended March 31,
----------------------------------
1998 1997
---------- ----------------
(Unaudited) Development
stage enterprise
(audited)
<S> <C> <C>
Net loss $ (88,158) $ (9,487)
Other comprehensive income, net of tax:
Net change in unrealized gain on securities
available for sale 1,209 --
---------- ----------------
Total other comprehensive income 1,209 --
---------- ----------------
Comprehensive loss $ (86,949) $ (9,487)
========== ================
</TABLE>
<PAGE> 5
PEOPLE'S COMMUNITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the three months
ended March 31,
-----------------------------------
1998 1997
----------- ----------------
(Unaudited) Development
stage enterprise
(audited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (88,158) $ (9,487)
Adjustments to reconcile net loss to net cash used
by operating activities
Depreciation and amortization 25,217 --
Provision for loan losses 60,000 --
Deferred income taxes (56,808) --
Deferred compensation expense -- 5,000
Changes in deferred and accrued amounts:
Other assets and accrued interest receivable (124,459) (51,797)
Accrued expenses and other liabilities (12,862) 14,964
----------- ----------------
Net cash used by operating activities (197,070) (41,320)
----------- ----------------
INVESTING ACTIVITIES:
Purchase of securities available for sale (6,099,682) --
Maturities of securities available for sale 750,000 --
Purchase of short-term investments available for sale (1,623,031) --
Maturities of short-term investments available for sale 2,249,640 --
Purchase of property and equipment (26,057) --
Net increase in loans (3,855,026) --
Net decrease in federal funds sold 2,750,000 --
Deposit on real estate option -- (7,500)
----------- ----------------
Net cash used for investing activities (5,854,156) (7,500)
----------- ----------------
FINANCING ACTIVITIES:
Net increase in deposits 6,099,902 --
Issuance of development stage enterprise stock -- 100
Non-interest bearing borrowings from organizers -- 230,000
----------- ----------------
Net cash provided by financing activities 6,099,902 230,100
----------- ----------------
Net increase in cash and due from banks 48,676 $ 181,280
Cash and due from banks at beginning of period 625,785 --
----------- ----------------
Cash and due from banks at end of period $ 674,461 $ 181,280
=========== ================
Supplemental disclosure:
Cash paid during the period for interest $ 128,962 $ --
Non-cash investing and financing activities:
Unrealized gain on securities available for sale $ 3,420 $ --
</TABLE>
See accompanying Notes to Consolidated Financial Statements
<PAGE> 6
PEOPLE'S COMMUNITY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements (audited
for the period ended March 31, 1997 only) have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B of the
Securities and Exchange Commission. Accordingly they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. However, in the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for the three
months ended March 31, 1998, are not necessarily indicative of the results that
may be expected for the year ended December 31, 1998. For further information,
please refer to the consolidated financial statements and footnotes thereto for
the Company's fiscal year ended December 31, 1997, included in the Company's
Form 10-KSB for the year ended December 31, 1997.
SUMMARY OF ORGANIZATION
People's Community Capital Corporation (the "Company") was incorporated
on February 26, 1997, under the laws of the State of South Carolina for the
purpose of operating as a bank holding company pursuant to the Federal Bank
Holding Company Act of 1956, as amended. The group of organizers initiated
several financial transactions on behalf of the company prior to the date of
incorporation.
The Company is a bank holding company whose subsidiary, People's
Community Bank of South Carolina (the "Bank"), is primarily engaged in the
business of accepting savings and demand deposits insured by The Federal Deposit
Insurance Corporation, and providing mortgage, consumer and commercial loans to
the general public.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The consolidated financial statements include the accounts of People's
Community Capital Corporation and its wholly owned subsidiary, People's
Community Bank of South Carolina. References are made interchangeably in the
following notes to the Company and the Bank. All significant intercompany
balances and transactions have been eliminated.
<PAGE> 7
PEOPLE'S COMMUNITY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Concentrations of credit risk
The Company, through its subsidiary, makes loans to individuals and
small businesses located primarily in Aiken County, South Carolina for various
personal and commercial purposes. The subsidiary has a diversified loan
portfolio and the borrowers' ability to repay their loans is not dependent upon
any specific economic sector.
Cash equivalents
For the purposes of reporting cash flows, the Company considers all
liquid nonequity investments with an original maturity of three months or less
to be cash equivalents. For the purpose of the statements of cash flows, cash
and cash equivalents are defined as those amounts included in the balance sheet
caption "Cash and due from banks".
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Securities
Securities that management has both the positive intent and ability to
hold to maturity are classified as securities held to maturity and are carried
at cost, adjusted for amortization of premium or accretion of discount using the
interest method. There were no "held to maturity" securities at March 31, 1998.
Securities that may be sold prior to maturity for asset/liability management
purposes are classified as securities available for sale and carried at fair
value with any adjustments to fair value, after tax, reported as a separate
component of shareholders' equity. Declines in the fair value of individual held
to maturity and available for sale securities below their cost that are other
than temporary are included in earnings as realized losses. Interest on
securities, including the amortization of premiums and the accretion of
discounts, are reported as interest income using the interest method. Gains and
losses on the sale of securities are recorded on the trade date and are
calculated using the specific identification method.
Loans
Loans that management has the intent and ability to hold for the
foreseeable future or until maturity or pay-off generally are stated at their
outstanding unpaid principal balances net of any deferred fees or costs on
originated loans. Interest income is accrued on the unpaid principal balance.
Loans are defined as impaired when "based on current information and
events, it is probable that the Bank will be unable to collect all amounts due
according to the contractual terms of the loan agreement." All loans are subject
to these criteria except for "smaller-balance homogeneous loans that are
collectively evaluated for impairment" and loans
<PAGE> 8
PEOPLE'S COMMUNITY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
"measured at fair value or at the lower of cost or fair value." The Bank
considers its consumer installment portfolio, and home equity lines as meeting
these criteria.
The accrual of interest is discontinued on impaired loans when
management anticipates that a borrower may be unable to meet the obligations of
the note. Accrued interest through the date the interest is discontinued is
reversed. Subsequent interest earned is recognized only to the point that cash
payments are received. All payments will be applied to principal if the ultimate
amount of principal is not expected to be collected.
Allowance for loan losses
The allowance for loan losses is established through provisions for
loan losses charged against income. Portion of loans deemed to be uncollectible
are charged against the allowance for losses, and subsequent recoveries, if any,
are credited to the allowance. The allowance for loan losses related to impaired
loans that are identified for evaluation is based on collateral using the loan's
initial effective interest rate or the fair value, less selling costs, of the
collateral for collateral dependent loans. By the time a loan becomes probable
of foreclosure it has been charged down to fair value, less estimated cost to
sell.
The allowance for loan losses is maintained at a level believed
adequate by management to absorb estimated probable inherent loan losses.
Management's periodic evaluation of the adequacy of the allowance is based on
the Bank's known and inherent risks in the portfolio, adverse situations that
may affect the borrower's ability to repay (including the timing of future
payments), the estimated value of any underlying collateral, composition of the
loan portfolio, current economic conditions, and other relevant factors. This
evaluation is inherently subjective, as it requires material estimates that are
susceptible to significant change including the amounts and timing of future
cash flows expected to be received on impaired loans.
Properties and equipment
Properties and equipment are stated at cost less accumulated
depreciation and amortization. Depreciation and amortization are computed over
the estimated useful lives of the assets using primarily the straight-line
method. Additions to property and major replacements or improvements are
capitalized at cost. Maintenance, repairs and minor replacements are expensed
when incurred. Gains and losses on routine dispositions are included in other
income.
Income taxes
Deferred income tax assets and liabilities are determined using the
liability (or balance sheet) method. Under this method, the net deferred tax
asset or liability is determined based on the tax effects of the differences
between the book and tax bases of the various balance sheet assets and
liabilities and gives current recognition to changes in tax rates and laws.
<PAGE> 9
PEOPLE'S COMMUNITY CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Company files a consolidated federal income tax return. Separate
state income tax returns are filed.
Net loss per share of common stock
Net loss per common share is computed by dividing net loss by weighted
average number of shares of common stock outstanding. Stock options outstanding
are not dilutive; therefore, only basic net income per share is presented.
Organization costs
Organization costs are costs that have been incurred in the expectation
that they will generate future revenues. Organization costs include
incorporation, legal and consulting fees incurred in connection with
establishing the Company. Organization costs are capitalized when incurred, and
are amortized over a period of sixty months.
Stock-based compensation and stock options
"Accounting for Stock-Based Compensation", Statement of Financial
Accounting Standards No. 123, allows a company to either adopt the fair value
method of valuation or continue using the intrinsic valuation method presented
under Accounting Principles Board ("APB") Opinion 25 to account for stock-based
compensation. The Company has elected to use APB Opinion 25 and the intrinsic
value method. The intrinsic value method measures compensation expense as the
difference between the quoted market price of the stock and the exercise price
of the option on the date of grant.
Recently issued accounting standards
In June 1997, Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" (FASB 130), was issued and established
standards for reporting and displaying comprehensive income and its components.
FASB 130 requires comprehensive income and its components, as recognized under
accounting standards, to be displayed in a financial statement with the same
prominence as other financial statements. Accordingly, the Consolidated
Statements of Comprehensive Income (Loss) have been included in the financial
statements.
Other accounting standards that have been issued by the Financial
Accounting Standards Board that do not require adoption until a future date will
have no material impact on the financial statements upon adoption.
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
This discussion and analysis is intended to assist the reader in
understanding the financial condition and results of operations of People's
Community Capital Corporation. This commentary should be read in conjunction
with the financial statements and the related notes and other statistical
information in this report.
The following discussion contains forward-looking statements that
involve risks and uncertainties. The Company's actual results may differ
materially from the results discussed in the forward-looking statements, and the
Company's operating performance each quarter is subject to various risks and
uncertainties that are discussed in detail in the Company's filings with the
Securities and Exchange Commission, including the "Risk Factors" section in the
Company's Registration Statement on Form S-1 (Registration Number 333-25179) as
filed with and declared effective by the Securities and Exchange Commission.
People's Community Capital Corporation (the Company) was incorporated
in South Carolina on February 26, 1997 for the purpose of operating as a bank
holding company. The Company's wholly-owned subsidiary, People's Community Bank
of South Carolina (the Bank), commenced business on September 22, 1997, and is
primarily engaged in the business of accepting savings and demand deposits and
providing mortgage, consumer and commercial loans to the general public.
Results of Operations
Since principal banking operations only commenced on September 22,
1997, a comparison of the March 31, 1998 results to those of March 31, 1997
(when the Company was still a development stage enterprise) are not meaningful.
This discussion will therefore concentrate on the March 31, 1998 results.
Net loss for the three-month period ended March 31, 1998 amounted to
$88,158, or $.09 per share. The following is a brief discussion of the more
significant components of the net loss:
Net interest income represents the difference between interest received
or accrued on interest earning assets and interest paid or accrued on interest
bearing liabilities. The following presents, in a tabular form, the main
components of interest earning assets and interest bearing liabilities for the
three-month period ended March 31, 1998:
<TABLE>
<CAPTION>
Interest
Earning Assets/ Average Interest
Bearing Liabilities Balance Income/Expense Yield/Rate
------------------- ------------ -------------- ----------
<S> <C> <C> <C>
Federal funds sold $ 7,865,220 $108,835 5.53%
Short-term investments 758,790 11,546 6.09%
</TABLE>
<PAGE> 11
<TABLE>
<S> <C> <C> <C>
Securities 6,793,779 106,669 6.28%
Loans 5,972,986 150,816 10.10%
----------- --------- ------
Total earning assets $21,390,775 $377,866 7.07%
----------- -------- ------
Interest-bearing deposits $12,107,114 $141,685 4.68%
----------- -------- -----
Total interest-bearing liabilities $12,107,114 $141,685 4.68%
----------- -------- -----
Net interest income/margin $236,181 2.38%
========
Net yield on earning assets 4.42%
</TABLE>
As shown above, the net interest margin was 2.38% at March 31, 1998, an
increase over the annualized spread of 1.43% at December 31, 1997. The net yield
on earning assets was 4.42% at March 31, 1998 compared to 4.64% at the end of
last year.
Other income for the three-month period ended March 31, 1998 was
$32,039. Of this total, $8,908 represented service charges on deposit accounts.
The remaining $23,131 was income generated from other fees charged, the largest
of which was brokered mortgage origination fee income of $16,405.
Operating expenses for the period were $352,248, consisting primarily
of salaries and employee benefits of $219,317.
The provision for loan losses was increased by $60,000 during the first
quarter of 1998, bringing the total reserve balance to $120,000. This amount
represents 1.54% of gross loans, compared to 1.52% at December 31, 1997.
Management's judgment as to the adequacy of the allowance is based upon a number
of assumptions about future events that it believes to be reasonable, but which
may or may not be accurate. Thus, there can be no assurance that charge-offs in
future periods will not exceed the allowance for loan losses or that additional
increases in the loan loss allowance will not be required. The Company had no
non-performing loans or net charge-offs in the first quarter.
Total consolidated assets increased by $6 million to $27.3 million
during the three-month period ended March 31, 1998. The increase was generated
primarily through a corresponding $6.1 million increase in deposits. The funds
were used to increase loans by $3.8 million and the balance was invested in
investment securities available for sale.
Liquidity and sources of capital
At March 31, 1998, the Company's liquid assets, consisting of cash and
due from banks and Federal funds sold, amounted to $7,164,461, representing
26.3% of total assets. Investment securities amounted to $10,354,120,
representing 38% of total assets; these securities provide a secondary source of
liquidity since they can be converted into cash in a timely manner. The
Company's ability to maintain and expand its deposit base and borrowing
capabilities also serves as a source of liquidity. For the three-month period
ended March 31, 1998, total deposits increased from $11.7 million at year-end to
$17.8 million, representing an
<PAGE> 12
increase of 52%, or 208% on an annualized basis. However, the Company does not
expect that it will maintain this growth rate. The Company's management closely
monitors and seeks to maintain appropriate levels of interest-earning assets and
interest-bearing liabilities so that maturities of assets are such that adequate
funds are provided to meet customer withdrawals and loan demand.
The Bank currently maintains a level of capitalization substantially in
excess of the minimum capital requirements set by the regulatory agencies.
Despite anticipated asset growth, management expects its capital ratios to
continue to be adequate for the next two to three years. However, no assurances
can be given in this regard, as rapid growth, deterioration in loan quality, and
continued losses, or a combination of these factors, could change the Company's
capital position in a relatively short period of time. Below is a table that
reflects the leverage and risk-based regulatory capital ratios of the Bank at
March 31, 1998:
<TABLE>
<CAPTION>
Minimum
Ratio Requirements
----- ------------
<S> <C> <C>
Tier 1 capital 46.17% 4.0%
Total capital 47.20% 8.0%
Tier 1 leverage ratio 26.73% 4.0%
</TABLE>
Year 2000 Readiness
The Bank relies upon operational systems, outsource providers and
computer hardware and software, each with varying degrees of dependence on
computer solutions and/or embedded microchips. Some number of these systems may
be affected by considerations involving several dates either prior to or
following the Year 2000. The Bank is in the process of seeking to identify both
internal and external systems which will be affected, attain assurances about
their Year 2000 compliance, and initiate corrective actions as appropriate.
Based on information currently available, management does not believe that the
Company will incur significant costs in connection with the Year 2000 issue and
further estimates at this time that direct project costs should not exceed
$10,000. However, Year 2000 costs are difficult to estimate, particularly since
the Company relies largely on outside service providers for many of its computer
hardware and software products, and total costs could exceed this amount
substantially. Furthermore, the Bank potentially may have some number of
business loan customers who could be affected by the Year 2000 issue and
negatively affect such customer's ability to repay credit extended. Therefore,
even if the Company does not incur any significant direct costs in connection
with responding to the Year 2000 issue, there can be no assurance that the
failure or delay of the Bank's customers or other providers addressing the Year
2000 issues or the costs involved in such process will not have an adverse
effect on the Company's business, financial condition or results of operations.
At present, one member of senior management is currently devoting approximately
10% of his time towards this project and the Company expects to be Year 2000
ready by December 31, 1998.
<PAGE> 13
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which the Company or
any of its subsidiaries is a party or of which any of their property is the
subject.
ITEM 2. CHANGES IN SECURITIES.
(a) Not applicable.
(b) Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to security holders for a vote during
the three months ended March 31, 1998.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
3.1 Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the
Registration Statement on Form S-1, File No.
333-25179).
3.2 Bylaws of the Company (incorporated by reference to
Exhibit 3.2 of the Registration Statement on Form
S-1, File No. 333-25179).
4.1 Provisions in the Company's Articles of Incorporation
and Bylaws defining the rights of holders of the
Company's Common Stock (incorporated by reference to
Exhibit 4.1 of the Registration Statement on Form
S-1, File No. 333-25179).
4.2 Form of Certificate of Common Stock (incorporated by
reference to Exhibit 4.2 of the Registration
Statement on Form S-1, File No. 333-25179).
10.1 Purchase and Sale Agreement dated March 20, 1997, by
and between NationsBank National Association, as
seller, and People's Community Capital Corporation,
as purchaser (incorporated by reference to Exhibit
10.1 of the Registration Statement on Form S-1, File
No. 333-25179).
<PAGE> 14
10.2 Employment Agreement dated March 3, 1997, between the
Company and Tommy B. Wessinger (incorporated by
reference to Exhibit 10.2 of the Registration
Statement on Form S-1, File No. 333-25179).
10.3 Employment Agreement dated March 3, 1997, by and
between the Company and Alan J. George (incorporated
by reference to Exhibit 10.3 of the Registration
Statement on Form S-1, File No. 333-25179).
10.4 Escrow Agreement dated March 14, 1997, by and between
The Bankers Bank and the Company (incorporated by
reference to Exhibit 10.4 of the Registration
Statement on Form S-1, File No. 333-25179).
10.5 Lease Agreement dated February 28, 1997, between the
Company, as lessee, and Margaret Holley-Taylor, as
lessor (incorporated by reference to Exhibit 10.5 of
the Registration Statement on Form S-1, File No.
333-25179).
10.6 Form of Subscription Agreement (incorporated by
reference to Exhibit 10.6 of the Registration
Statement on Form S-1, File No. 333-25179).
10.7 Negative Pledge Agreement dated as of May 19, 1997,
between the Company and Carolina First Bank
(incorporated by reference to Exhibit 10.7 of the
Registration Statement on Form S-1, File No.
333-25179).
10.8 Promissory Note dated May 19, 1997, issued by the
Company to Carolina First Bank (incorporated by
reference to Exhibit 10.8 of the Registration
Statement on Form S-1, File No. 333-25179).
10.9 Sales Agency Agreement dated July 9, 1997 between the
Company and Interstate/Johnson Lane Corporation
(incorporated by reference to Exhibit 10.9 of the
Quarterly Report on Form 10-QSB for the period ended
September 30, 1997, File No. 333-25179).
21.1 Subsidiaries of the Company.
27.1 Financial Data Schedule (for electronic filing
purposes).
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed by the Company during
the quarter ended March 31, 1998.
<PAGE> 15
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PEOPLE'S COMMUNITY CAPITAL CORPORATION
Date: May 12, 1998 By:/s/ Tommy B. Wessinger
Tommy B. Wessinger
Chief Executive Officer
<PAGE> 1
EXHIBIT 21.1
Subsidiaries of the Company
None
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF PEOPLE'S COMMUNITY CAPITAL CORPORATION FOR THE THREE
MONTHS ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 674,461
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 6,490,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 10,354,120
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 7,804,189
<ALLOWANCE> 120,000
<TOTAL-ASSETS> 27,271,059
<DEPOSITS> 17,805,524
<SHORT-TERM> 0
<LIABILITIES-OTHER> 91,877
<LONG-TERM> 0
0
0
<COMMON> 9,747,990
<OTHER-SE> (374,332)
<TOTAL-LIABILITIES-AND-EQUITY> 27,271,059
<INTEREST-LOAN> 150,816
<INTEREST-INVEST> 227,050
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 377,866
<INTEREST-DEPOSIT> 141,685
<INTEREST-EXPENSE> 141,685
<INTEREST-INCOME-NET> 236,181
<LOAN-LOSSES> 60,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 352,248
<INCOME-PRETAX> (144,028)
<INCOME-PRE-EXTRAORDINARY> (144,028)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (88,158)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> (.09)
<YIELD-ACTUAL> 4.42
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 60,000
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 120,000
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 120,000
</TABLE>
