SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1998
Commission File No: 0-22911
SOUTHERN SECURITY BANK CORPORATION
(Exact name of small business issuer as specified in charter)
Delaware 65-0325364
(State or other jurisdiction (IRS Employer Identification
of incorporation) Number)
3475 Sheridan Street, Hollywood, FL 33021
(Address of principal executive offices)
(954) 985-3900
(Issuer's telephone number)
--------------------------------------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
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 June 15, 1998 (latest practicable date):
(a) Class A Voting Common Stock: 4,436,673 shares
(b) Class B Non-Voting Common Stock: 0
Transitional Small Business Disclosure Format (check one): YES____; NO X
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SOUTHERN SECURITY BANK CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL CONDITION - UNAUDITED
March 31, 1998 and December 31, 1997
ASSETS March 31, 1998 December 31, 1997
- -------------------------------------------------------------------------------
Cash and due from banks $ 2,498,378 $ 1,107,669
Federal Funds sold 3,729,000 0
____________ ____________
Total cash and cash equivalents 6,227,378 1,107,669
Securities held to maturity 1,820,960 1,827,494
Securities available for sale 363,903 380,094
Federal Reserve Bank stock, at cost 63,100 63,100
Loans, net 15,960,656 12,463,278
Premises and equipment 394,145 399,799
Other real estate owned 421,297 406,298
Accrued interest receivable 168,641 125,870
Other assets 232,464 158,360
_______ _______
$ 25,652,544 $ 16,931,962
============ ============
See Notes to Consolidated Financial Statements
<PAGE>
SOUTHERN SECURITY BANK CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENT OF FINANCIAL CONDITION - UNAUDITED
March 31, 1998 and December 31, 1997
<TABLE>
<CAPTION>
LIABILITIES March 31, 1998 December 31, 1997
- --------------------------------------------------------------------------------------
Liabilities:
<S> <C> <C>
Noninterest-bearing deposits $ 5,510,442 $ 3,974,999
Interest-bearing deposits 18,838,661 11,700,313
---------- ----------
Total deposits 24,349,103 15,675,312
Federal funds purchased 0 206,000
Securities sold under repurchase agreements 0 0
Notes payable 100,000 100,000
Other liabilities 663,868 452,550
---------- ----------
Total liabilities 25,112,971 16,433,862
---------- ----------
Commitments and contingencies
Minority interest in subsidiary 24,759 25,270
---------- ----------
Stockholders' equity
Series A Preferred Stock 0 0
Class A Common Stock 43,397 42,997
Class B Common Stock 0 0
Surplus 4,414,971 4,215,371
Accumulated Profit/Loss (3,946,620) (3,786,230)
Unrealized gain (loss) on securities for sale, net 3,066 692
----------- ----------
Total stockholders' equity 514,814 472,830
----------- ----------
Total liabilities and stockholders' equity 25,652,544 16,931,962
=========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
<PAGE>
SOUTHERN SECURITY BANK CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS - UNAUDITED
Three Months Ended
March 31, 1998 and 1997
<TABLE>
<CAPTION>
March 31, 1998 March 31, 1997
-------------- --------------
Interest Income:
<S> <C> <C>
Interest and fees on loans $ 339,210 $ 283,229
Interest and dividends on securities 38,250 60,131
Interest on fed funds sold & repurchase agreements 47,990 6,944
---------- ----------
425,450 350,304
Interest Expense:
Deposits 202,624 143,047
---------- ----------
Net interest income 222,826 207,257
Provisions for loan losses 0 0
---------- ----------
Net interest income after provision for loan 222,826 207,257
losses
---------- ----------
Other Income:
Service charges on deposit accounts 27,221 19,186
Securities losses, net 0 0
Other 16,415 26,280
---------- ----------
Total other income 43,636 45,466
---------- ----------
Other expenses:
Salaries and employee benefits 204,848 310,517
Occupancy and equipment 74,889 106,669
Data and item processing 14,628 22,767
Professional fees 33,105 20,477
Insurance 13,080 12,703
Other 86,882 58,962
---------- ----------
Total other expenses 427,432 532,095
---------- ----------
Net Profit (Loss) before minority interest in
net profit (loss) of subsidiary (160,970) (279,372)
Minority interest in net profit (loss) of subsidiary 580 1,943
---------- ----------
Net (loss) $ (160,390) $ (277,429)
=========== ===========
Basic and diluted earnings per share $ (0.04) $ (0.07)
=========== ===========
</TABLE>
<PAGE>
SOUTHERN SECURITY BANK CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS - UNAUDITED
Three Months Ended
March 31, 1998 and 1997
<TABLE>
<CAPTION>
March 31, 1998 March 31, 1997
-------------- --------------
Cash Flows from Operating Activities
<S> <C> <C>
Net Income (loss) $ (160,390) $ (277,429)
Adjustments to reconcile net profit
(loss) to net cash used in operating
activities:
Net accretion on securities (525) 859
Provision for loan losses 0 0
Depreciation and amortization 19,681 29,697
Securities (gains) losses, net 0 0
Minority interest in net loss of subsidiary income (580) (1,943)
(Increase) decrease in:
Accrued interest receivable (42,771) (26,887)
Other assets (74,104) (108,726)
Increase in other liabilities 211,318 74,027
---------- ----------
Net cash provided by (used in ) operating $ (47,371) $(310,402)
activities ---------- ----------
Cash Flows from Investing Activities
Net cash flows from securities 25,694 (169,929)
(Purchase) Sale of Federal Reserve Bank/Federal 0 0
Home Loan Bank stock
Loan originations and principal collections on loans- 142,515 830,180
net
Purchase of loans - net (3,639,893) 0
Purchase of premises and equipment - net (14,027) (9,776)
(Increase) Decrease of other real estate owned (15,000) (25,661)
----------- -----------
Net cash provided by (used in) investing $(3,500,711) $ 624,814
activities ----------- -----------
Cash Flows From Financing Activities
Net increase (decrease) in federal funds purchased (206,000) (750,000)
and securities sold under repurchase agreements
Net increase (decrease) in deposits 8,673,791 (1,762,309)
Net increase (decrease) in notes payable 0 0
Proceeds from issuance of stock 200,000 273,600
Dividends paid on stock 0 0
----------- -------------
Net cash provided by (used in) financing $ 8,667,791 $ (2,238,709)
activities ----------- -------------
Net increase (decrease) in cash and cash 5,119,709 (1,924,297)
equivalents
Cash and cash equivalents, Beginning 1,107,669 4,236,602
----------- -----------
Cash and cash equivalents, Ending $ 6,227,378 $ 2,312,305
=========== ===========
</TABLE>
For purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from banks and federal funds sold. Generally, federal funds
are purchased and sold for one-day periods.
See Notes to Consolidated Financial Statements
<PAGE>
SOUTHERN SECURITY BANK CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Three Months Ended
March 31
------------------
1998 1997
---- ----
Net Income (160,390) (277,429)
Other comprehensive income:
Unrealized holding gains
arising during period 2,375 8,526
--------- --------
Comprehensive Income (158,015) (268,903)
========= ========
See Notes to Consolidated Financial Statements
<PAGE>
Notes to Condensed Consolidated Financial Statements (unaudited)
The accompanying unaudited condensed consolidated financial statements of
Southern Security Bank Corporation (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10- QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting only of normal recurring accruals)
considered necessary for a fair presentation of the results for the interim
period ended March 31, 1998, have been included. Operating results for the three
month period 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, refer to the consolidated financial statements and the notes to
consolidated financial statements included in the Company' annual report on Form
10-KSB for the year ended December 31, 1997, as filed with the Securities
Exchange Commission, which are incorporated herein by reference. All capitalized
terms used in these notes to condensed financial statements that are not defined
herein have the meanings given to them in such consolidated financial statements
and notes to consolidated financial statements.
All material intercompany balances and transactions have been eliminated.
As of January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 (SFAS 130), "Reporting Comprehensive Income." SFAS 130
establishes new rules for the reporting and display of comprehensive income and
its components; however, the adoption of this Statement had no impact on the
Company's net income or stockholders' equity. SFAS 130 requires unrealized gain
or losses on the Company's available-for-sale investments, which prior adoption
were reported separately in stockholders' equity, to be included in other
comprehensive income. All of the Company's other comprehensive income relates to
net unrealized gain (losses) on available-for-sale investments.
The Company is a bank holding company that owns 97.3% of the outstanding capital
stock of the Bank. The Company is organized under the laws of the state of
Delaware, while the Bank is a Florida State Chartered Commercial Bank that is a
member of the Federal Reserve System whose deposits are insured by the Federal
Deposit Insurance Corporation. The Bank provides a full range of commercial
banking and consumer banking services to businesses and individuals. The Company
is regulated by the Federal Reserve, its affiliate Bank is regulated by the
Florida Department of Banking and Finance and the Federal Reserve.
Effective for the year ended December 31, 1997, the company was required to
adopt the Statement of Financial Standards No. 128, "Earnings Per Share" ("SFAS
128"). In accordance with SFAS 128, the Company is required to provide basic and
dilutive earnings per common share information.
Following is information about the computation of earnings per share data for
the periods ended March 31, 1998 and December 31, 1997, after giving effect to
the 1 for 3 reverse stock split executed in connection with the reverse merger
executed November 12, 1997.
Per-Share
Numerator Denominator Amounts
----------------------------------
Three months ended March 31, 1998
----------------------------------
Net Loss $ (160,390)
-----------
Basic and diluted earnings per share,
income available to common shareholders $ (160,390) 4,299,763 $ (0.04)
----------------------------------
Three months ended March 31, 1997
----------------------------------
Net Loss $ (277,429)
Less preferred stock dividends accrued ( 7,417)
-----------
Basic and diluted earnings per share,
income available to common shareholders $ (284,846) 3,977,755 $ (0.07)
----------------------------------
Options for the purchase of 667,134 shares at March 31, 1997 and 810,207 shares
at March 31, 1998 have not been included in the computation of diluted earnings
per share for March 31, 1998 and March 31, 1997 because their inclusion would
have been antidilutive as a result of losses being reported for these periods.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis presents a review of the consolidated
operating results and financial condition of Southern Security Bank Corporation
("Company") and it's subsidiary Southern Security Bank ("Bank") for the three
month period ended March 31, 1998 and 1997. This discussion and analysis should
be read in conjunction with the Consolidated Financial Statements and Notes
thereto contained in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1997.
DISCUSSION OF FINANCIAL CONDITION CHANGES FROM DECEMBER 31, 1997 TO
MARCH 31, 1997
Financial Condition
Total assets increased by 8.7 million, or 51.5%, from $16.9 million at December
31, 1997, to $25.6 million at March 31, 1998, with the increase principally
consisting of consumer loans and federal funds.
The Company's short-term investments, primarily consisting of Federal Funds Sold
("fed funds") and available-for-sale investments, increased by $3.7 million to
$4.1 million at March 31, 1998, from $.4 million at December 31, 1997.
The Company's net loans receivables increased by $3.5 million or 28.2%, to $16.0
million at March 31, 1998, from $12.4 million at December 31, 1997, primarily
due to the purchase of $3.6 million of individually underwritten consumer loans.
The loans purchased were fixed rate at market secured by automobiles with each
fully amortizing. These loans were purchased primarily to invest the proceeds
from deposits, loan repayments, and to enhance overall earnings performance.
The Allowance For Credit Losses reflects management's judgement of the level of
allowance adequate to provide for reasonably foreseeable losses, based upon the
following factors: (i) the general economic conditions; (ii) the credit
condition of its customers, as well as the underlying collateral, if any; (iii)
historical experience; and (iv) the average maturity of its loan portfolio.
Allowance for credit losses Three months ending Year ending
March 31, 1998 December 31, 1997
Beginning Balance $ 288,802 $ 196,140
Total charge-offs 17,967 40,979
Total recoveries 5,397 3,641
Provision for credit losses 0 130,000
Balance at end of period $ 276,232 $ 288,802
Classified loans & discount $ 0 $ 23,713
Other real estate 421,297 406,297
Total classified 421,297 430,010
Total loan and discount $16,236,887 $12,752,080
Allowance to total loans and discount 1.70% 2.26%
Classified assets /loans & discount 2.59% 3.37%
Deposits increased by $8.6 million, or 54.8%, to $24.3 million at March 31, 1998
from $15.7 million at December 31, 1997. Management believes this increase is
attributable to the Company's offering of competitive interest rates and
personalized service in a market area dominated by super-regional banks and
continued industry consolidation.
Capital
The Company's total stockholders' equity was $514,814 at March 31, 1998, an
increase of $41,984., or 8.9%, from $472,830. at December 31, 1997. The increase
is due primarily to the issuance of 40,000 shares of Class A Common stock during
the first quarter of 1998 pursuant to an offering with net proceeds of $200,000.
The Company and the Bank are subject to various regulatory capital requirements
administered by the regulatory banking agencies. Failure to meet minimum capital
requirements can result in certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Company's financial statements. The regulations require
the Company and the Bank to meet specific capital adequacy guidelines that
involve quantitative measures of their assets, liabilities and certain
off-balance sheet items as calculated under regulatory accounting practices. The
Company's and the Bank's capital classification is also subject to qualitative
judgement by the regulators about interest rate risk, concentration of credit
risk and other factors.
Qualitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios (set
forth in the table below) of Tier I capital (as defined in the regulations) to
total average assets (as defined) and minimum ratios of Tier I and total capital
(as defined) to risk-weighted assets (as defined). The Company's and the Bank's
actual capital amounts and ratios are also presented in the table.
Bank Capital Ratios April 30, 1998 December 31, 1997 Adequately
Total risk-weighted capital: 9.08% 8.92% 8.00%
Tier I risk-weighted capital: 7.82% 7.65% 4.00%
Leverage: 6.31% 5.08% 4.00%
Liquidity
The Company's principals sources of liquidity and funding are generated by the
operations of its subsidiary Southern Security Bank ("Bank") through its diverse
deposit base as well as loan participations. For banks, liquidity represents the
ability to meet loan commitments, withdrawals of deposit funds, and operating
expenses. The level and maturity of deposits necessary to support the Company's
lending and investment activities is determined through monitoring loan demand
and through its asset/liability management process. Considerations in managing
the Company's liquidity position include scheduled cash flows from existing
assets, contingencies and liabilities, as well as projected liquidity conducive
to efficient operations and is continuously evaluated as part of the
asset/liability management process.
Historically, the Company has increased its level of deposits to allow for its
planned asset growth. The level of deposits are influenced by general interest
rates, economic conditions and competition, among other things.
The Company's liquidity at March 31, 1998, consisted of $6.2 million in cash and
cash equivalents and $.4 in available-for-sale investments, for a total of $6.6
million, compared with a total of $1.5 million at year-end 1997, an increase of
approximately $4.9 million.
Results of Operations
Comparison of results in this section are for the three month periods ended
March 31, 1998 and March 31, 1997.
Net income for the quarter ended March 31, 1998 was a loss of $160,390
compared to a loss of $277,429 for the three month period ended March 31,
1997. This was an improvement of $117,039 or 42.2%. Earnings for the quarter
ended March 31, 1998 as compared to the same quarter last year were primarily
impacted by an increase in net interest income and a decrease in operating
expenses, as discussed below.
Net Interest Income
Net interest income before provision for loan losses for the quarter ended March
31, 1998 was $222,826 as compared to $209,290 for the quarter ended March 31,
1997, an increase of $13,536 or 6.5%.
The increase in net interest income for the three months ended March 31, 1998
was in part due to higher yields from interest and fees on loans. Income from
interest earning deposits, securities and mortgage backed related securities
(available-for-sale and held-to-maturity) and Federal Reserve Bank stock
decreased by $21,880 from $60,130 for the three months period ended March 31,
1997 to $38,250 for the three month period ended March 31, 1998. During these
same periods the balance of net loans increased by $5,376,063 to $15,960,656 and
the investment portfolio decreased by 1,524,329 to $2,247,963.
Interest expense on deposits increased $59,583 during the quarter, and amounted
to $141,047 at March 31, 1997 as compared to $220,624 at March 31, 1998. The
actual increase in interest bearing deposits was $5,874,008 from $12,964,653 at
March 31, 1997 to $18,838,661 at March 31, 1998.
Operating expenses
Operating expenses decreased by $104,693, or 19.6% from $532,095 at March 31,
1997 to $427,432 at March 31, 1998. The decrease of $104,693 in other expenses
for the quarter ended March 31, 1998 as compared to the quarter ended March 31,
1997 includes decreases in salaries and employee benefits. Additionally, there
was a decrease in occupancy and equipment of $31,780. The Company and the Bank
occupy the same quarters and in June 1997 the lease was renegotiated reducing
the Company's obligation. Expenses other than salaries and occupancy increased
from $116,943 for the three months ended March 31, 1997 to $149,694 for the
three months ended March 31, 1998.
Provision for Loan Losses
Although management uses its best judgement in underwriting each loan, industry
experience indicates that a portion of the Bank's loans will become delinquent.
Regardless of the underwriting criteria utilized by financial institutions,
losses may be experienced as a result of many factors beyond their control
including among other things, changes in market conditions affecting the value
of security and unrelated problems affecting the credit of the borrower. Due to
the concentration of loans in South Florida, adverse economic conditions in this
area could result in a decrease in the value of a significant portion of the
Bank's collateral. In the normal course of business, the Bank has recognized and
will continue to recognize losses resulting from the inability of certain
borrowers to repay loans and the insufficient realizable value of collateral
securing such loans. Accordingly, management has established an allowance for
loan losses, which totaled $276,000 at March 31, 1998. The allowance for
credit losses is maintained at a level believed adequate by management to absorb
estimated credit losses. Management's periodic evaluation of the adequacy of the
allowance is based on the Company's past loan loss experience, 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 including the amounts
and timing of future cash flows expected to be received on impaired loans that
may be susceptible to significant change. The Bank's allowance for loan and
credit losses was analyzed and deemed to be adequate at March 31, 1998 and no
additional provision was expensed during the first three months of 1998.
Provision for Income Taxes
The Company has recorded a valuation allowance on the deferred tax assets to
reduce the total to an amount that management believes is more likely than not
to be realized. Realization of deferred tax assets is dependent upon sufficient
future taxable income during the period that deductible temporary differences
and carry forwards are expected to be available to reduce taxable income. No
income tax benefits have been provided for the three months ending March 31,
1998 and 1997 because the results of operations do not provide evidence that the
net operating losses available for carryforward will be utilized in the future.
<PAGE>
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Securities Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits. The following exhibits are filed as part of this report.
2.1 Agreement and Plan of Merger by and between Southern Security
Financial Corporation and Southern Security Bank Corporation, dated
October 31, 1997 (1)
2.2 Certificate of Merger of Southern Security Bank Corporation into
Southern Security Financial Corporation, under Florida law, dated
November 10, 1997 (1)
2.3 Articles of Merger of Southern Security Bank Corporation into Southern
Security Financial Corporation, under Florida law, dated November 12,
1997 (1)
3.(i) Articles of Incorporation
(a) Certificate of Incorporation of Southern Security Bank Corporation,
dated October 3, 1996 (2)
(b) Certificate of Amendment of Certificate of Incorporation of Southern
Security Bank Corporation, dated January 17, 1998 (2)
(c) Certificate of Amendment of Certificate of Incorporation of Southern
Security Financial Corporation, dated November 12, 1997 (changing name
to Southern Security Bank Corporation (1)
(ii) By-laws of the registrant (3)
4.1 Stock Certificate for Class A Common Stock (3)
10.1 Executive Employment Agreement of Philip C. Modder, dated June 11,
1992, together with Amendment No.1 thereto (3) *
10.2 Executive Employment Agreement of James L. Wilson, dated June 11,
1992, together with Amendment No. 1 thereto (3) *
10.3 Minutes of Meeting of June 6, 1997, of the Board of Directors of the
registrant relating to modification of the compensation arrangements
for Philip C. Modder and James L. Wilson (3) *
10.4 Agreements between Southern Security Bank Corporation and the Federal
Reserve Bank of Atlanta, dated February 13, 1995 (4)
11.0 Statement of Computation of Per Share Earnings -- N/A
15.0 Letter on Unaudited Interim Financial Information -- N/A
18.0 Letter re change in accounting principles --N/A
19.0 Reports furnished to security holders --N/A
22.0 Published report re matters submitted to vote N/A
23.0 Consent of experts and counsel -- N/A
24.0 Power of attorney -- N/A
27.0 Financial Data Schedule -- filed herewith.
99.0 Additional Exhibits -- N/A
- -----------
(1) Filed as an exhibit to Form 8-K of the registrant on November 25,
1997.
(2) Filed as an exhibit to Form 10-SB of the registrant filed on July
1997.
(3) Filed as an exhibit to Form 10-SB of the registrant filed on April
2, 1998.
(4) Filed as an exhibit to Form 10-SB/A of the registrant filed on June
10, 1998.
* Management compensation plan or arrangement.
(b) Reports on Form 8-K. The following reports on Form 8-K were
filed during the period covered by this report:
Form 8-K/A filed February 6, 1998 (amendment to Form 8-K filed
November 25, 1997).
<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.
SOUTHERN SECURITY BANK CORPORATION
Dated: June 17, 1998 By: s/James L. Wilson
James L. Wilson,
Chief Executive Officer
Dated: June 17, 1998 By: s/Floyd D. Harper
Floyd D. Harper
Vice President and Secretary
(chief financial officer)
<PAGE>
EXHIBIT INDEX
2.1 Agreement and Plan of Merger by and between Southern Security
Financial Corporation and Southern Security Bank Corporation, dated
October 31, 1997 (1)
2.2 Certificate of Merger of Southern Security Bank Corporation into
Southern Security Financial Corporation, under Florida law, dated
November 10, 1997 (1)
2.3 Articles of Merger of Southern Security Bank Corporation into Southern
Security Financial Corporation, under Florida law, dated November 12,
1997 (1)
3.(i) Articles of Incorporation
(a) Certificate of Incorporation of Southern Security Bank Corporation,
dated October 3, 1996 (2)
(b) Certificate of Amendment of Certificate of Incorporation of Southern
Security Bank Corporation, dated January 17, 1998 (2)
(c) Certificate of Amendment of Certificate of Incorporation of Southern
Security Financial Corporation, dated November 12, 1997 (changing name
to Southern Security Bank Corporation (1)
(ii) By-laws of the registrant (3)
4.1 Stock Certificate for Class A Common Stock (3)
10.1 Executive Employment Agreement of Philip C. Modder, dated June 11,
1992, together with Amendment No.1 thereto (3) *
10.2 Executive Employment Agreement of James L. Wilson, dated June 11,
1992, together with Amendment No. 1 thereto (3) *
10.3 Minutes of Meeting of June 6, 1997, of the Board of Directors of the
registrant relating to modification of the compensation arrangements
for Philip C. Modder and James L. Wilson (3) *
10.4 Agreements between Southern Security Bank Corporation and the Federal
Reserve Bank of Atlanta, dated February 13, 1995 (4)
11.0 Statement of Computation of Per Share Earnings -- N/A
15.0 Letter on Unaudited Interim Financial Information -- N/A
18.0 Letter re change in accounting principles --N/A
19.0 Reports furnished to security holders --N/A
22.0 Published report re matters submitted to vote N/A
23.0 Consent of experts and counsel -- N/A
24.0 Power of attorney -- N/A
27.0 Financial Data Schedule -- filed herewith.
99.0 Additional Exhibits -- N/A
- -----------
(1) Filed as an exhibit to Form 8-K of the registrant on November 25,
1997.
(2) Filed as an exhibit to Form 10-SB of the registrant filed on July
1997.
(3) Filed as an exhibit to Form 10-SB of the registrant filed on April
2, 1998.
(4) Filed as an exhibit to Form 10-SB/A of the registrant filed on June
10, 1998.
* Management compensation plan or arrangement.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 2,498,378
<INT-BEARING-DEPOSITS> 18,838,661
<FED-FUNDS-SOLD> 3,729,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 363,903
<INVESTMENTS-CARRYING> 2,251,029
<INVESTMENTS-MARKET> 2,247,963
<LOANS> 16,224,648
<ALLOWANCE> 263,992
<TOTAL-ASSETS> 25,652,544
<DEPOSITS> 24,349,103
<SHORT-TERM> 0
<LIABILITIES-OTHER> 763,868
<LONG-TERM> 0
0
0
<COMMON> 43,397
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 25,652,544
<INTEREST-LOAN> 339,210
<INTEREST-INVEST> 38,250
<INTEREST-OTHER> 47,990
<INTEREST-TOTAL> 425,450
<INTEREST-DEPOSIT> 202,624
<INTEREST-EXPENSE> 202,624
<INTEREST-INCOME-NET> 222,826
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 427,432
<INCOME-PRETAX> (166,774)
<INCOME-PRE-EXTRAORDINARY> (166,774)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (166,774)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
<YIELD-ACTUAL> 8.54%
<LOANS-NON> 226
<LOANS-PAST> 416,598
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 288,802
<CHARGE-OFFS> 30,208
<RECOVERIES> 5,397
<ALLOWANCE-CLOSE> 263,992
<ALLOWANCE-DOMESTIC> 263,992
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
