TRI CITY BANKSHARES CORP
10-Q, 1997-11-13
STATE COMMERCIAL BANKS
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                                 FORM 10-Q
                                  
                    SECURITIES AND EXCHANGE COMMISSION
                                  
                         Washington, D.C.  20549


[ X ]  QUARTERLY REPORT PURSUANT TO 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 0-9785
                                    
                      TRI CITY BANKSHARES CORPORATION
                      -------------------------------
           (Exact name of registrant as specified in its charter)

              Wisconsin                                 39-1158740           
              ---------                                 ----------
     (State or other jurisdiction of             (IRS Employer ID Number) 
      incorporation or organization)

                 6400 S. 27th Street, Oak Creek, WI  53154
                 -----------------------------------------
                  (Address of principal executive offices)
                                  
                                  
                           (414) 761-1610       
                           --------------
          (Registrant's phone number, including area code)
                                  
                                  
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or15(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.   
YES  X   NO     
   -----   -----

The number of shares outstanding of $1.00 par value common stock, as of 
September 30, 1997: 2,499,123.


                                                                             


<PAGE>                                  
                                  
                                    FORM 10-Q
                                  
                          TRI CITY BANKSHARES CORPORATION
                                  
                                      INDEX

PART I - FINANCIAL INFORMATION


                                                                       Page #
Item 1       Financial Statements (Unaudited)                     

             Consolidated Balance Sheets as of
             September 30, 1997 and December 31, 1996                     3

             Consolidated Statements of Income
             for the Three Months ended September 30, 
             1997 and 1996                                                4

             Consolidated Statements of Income
             for the Nine Months ended September 30,
             1997 and 1996                                                5
   
             Consolidated Statements of Cash Flows
             for the Nine Months ended September 30, 1997
             and 1996                                                     6

             Notes to Unaudited Consolidated Financial         
             Statements                                                   7

Item 2       Management's Discussion and Analysis of
             Financial Condition and Results of 
             Operations                                                   9

Item 3       Quantitative and Quantitative
             Market Risk Disclosure                                      16

PART II - OTHER INFORMATION


             Items 1 - 6                                                 17

             Signatures                                                  18
                                  
                                  
                                      2                                      
                                  
                                  
<PAGE>
                                  

                          TRI CITY BANKSHARES CORPORATION
                      CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                    
ASSETS:                                September 30,             December 31,
                                           1997                     1996     
                                       -------------            -------------
Cash and due from banks                $  27,132,683            $  35,507,815 
Federal funds sold                        56,800,000                        0
                                       -------------            -------------
Cash and cash equivalents                 83,932,683               35,507,815 
Investment securities:
  Available-for-sale (at fair value)       7,992,671               10,100,875 
  Held-to-maturity (fair value of                                            
       1997 - 105,558,067 
       1996 - 115,264,736)               105,238,984              115,374,235
Loans                                    255,795,763              253,752,225 
Allowance for loan losses                 (3,402,445)              (3,010,230)
                                       -------------            -------------
       Net Loans                         252,393,318              250,741,995 

Premises and equipment                    18,314,167               18,918,098 
Other assets                               6,552,072                6,013,142 
                                       -------------            -------------
       TOTAL ASSETS                    $ 474,423,895            $ 436,656,160 
                                       =============            =============
                                                                               
LIABILITIES AND STOCKHOLDERS' EQUITY:
Deposits:
  Non-interest bearing                 $ 115,199,983            $ 103,807,536 
  Interest bearing (over $100,000)        25,892,000               22,037,030 
  Interest bearing                       243,502,283              255,169,111 
                                       -------------            -------------
    Total Deposits                       384,594,266              381,013,677 
Short-term borrowings:
  Federal funds purchased and 
    securities sold under agreements
    to repurchase                         29,400,000                3,200,000 
  Other                                    5,648,887                2,199,957 
                                       -------------            -------------
                                          35,048,887                5,399,957 
Other Liabilities                          2,574,452                1,530,864 
                                       -------------            -------------
    TOTAL LIABILITIES                    422,217,605              387,944,498 
Stockholders' equity:
 Cumulative
   Preferred stock, par value -
     $1 per share authorized - 
     200,000 shares issued and
     outstanding-none 
   Common stock, par value-
     $1 per share authorized-
     5,000,000 shares Issued and
     outstanding: 
     1997 - 2,499,123 shares;
     1996 - 2,486,098                      2,499,123                2,486,098
Additional paid in capital                 9,097,193                8,750,861 
Retained earnings                         40,625,363               37,437,024 
Net unrealized gains (losses) on 
  investment securities available-
  for-sale                                   (15,389)                  37,679 
                                       -------------            -------------
    TOTAL STOCKHOLDERS' EQUITY            52,206,290               48,711,662 
                                       -------------            -------------
    TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY             $ 474,423,895            $ 436,656,160
                                       =============            =============
    
See Notes to Unaudited Consolidated Financial Statements.


                                      3


<PAGE>


                          TRI CITY BANKSHARES CORPORATION
                         CONSOLIDATED STATEMENTS OF INCOME
                 FOR THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                    (UNAUDITED)

      
                                           1997                     1996
                                       -------------            -------------
Interest income:
  Loans, including fees                $   6,216,480            $   5,756,065 
  Investment securities:
    Taxable                                1,128,370                1,180,946 
    Exempt from federal income tax           549,299                  642,852
  Federal funds sold                         239,176                   70,144 
                                       -------------            -------------
      TOTAL INTEREST INCOME                8,133,325                7,650,007 

Interest expense:
  Deposits                                 2,629,385                2,661,749 
  Short-term borrowings                       28,623                   44,077
                                       -------------            -------------
      TOTAL INTEREST EXPENSE               2,658,008                2,705,826 
                                       -------------            -------------
      NET INTEREST INCOME                  5,475,317                4,944,181 
Provision for loan losses                   (150,000)                 (75,000)
                                       -------------            -------------
      NET INTEREST INCOME AFTER
      PROVISION FOR LOAN LOSSES            5,325,317                4,869,181 

Other income:
  Service charge income                      908,408                  866,230 
  Rental income                              226,404                  226,222 
  Other                                      506,729                  380,587 
                                       -------------            -------------
      TOTAL OTHER INCOME                   1,641,541                1,473,039 

Other expense:
  Salaries and employee benefits           2,537,224                2,336,659 
  Net occupancy                              646,042                  649,941 
  Equipment                                  318,928                  337,330 
  Data processing                            147,017                  121,018 
  Advertising                                120,595                  132,241 
  Regulatory Agency Assessments               36,357                   24,193 
  Office Supplies                            121,455                  150,475 
  Other                                      684,047                  674,638 
                                       -------------            -------------
      TOTAL OTHER EXPENSE                  4,611,665                4,426,495 

Income before income taxes                 2,355,193                1,915,725 
Provision for income taxes                   670,500                  442,100 
                                       -------------            -------------
      NET INCOME                       $   1,684,693            $   1,473,625
                                       =============            =============
Per share data:
 Net income                            $        0.67            $        0.59 
 Average shares outstanding                2,498,152                2,481,249 

See Notes to Unaudited Consolidated Financial Statements.
                                    
                                    
                                      4


<PAGE>


                         TRI CITY BANKSHARES CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                FOR NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (UNAUDITED)
      
                                           1997                     1996     
                                       -------------            -------------
Interest income:                                                             
  Loans, including fees                $  18,545,104            $  16,962,762 
  Investment securities:
    Taxable                                3,356,056                3,296,912 
    Exempt from federal income tax         1,876,272                1,787,547
  Federal funds sold                         246,701                  363,793 
                                       -------------            -------------
      TOTAL INTEREST INCOME               24,024,133               22,411,014 

Interest expense:
  Deposits                                 7,636,210                7,926,810 
  Short-term borrowings                      326,373                   87,851
                                       -------------            -------------
      TOTAL INTEREST EXPENSE               7,962,583                8,014,661 
                                       -------------            -------------
      NET INTEREST INCOME                 16,061,550               14,396,353 
Provision for loan losses                   (450,000)                (225,000)
                                       -------------            -------------
      NET INTEREST INCOME AFTER
      PROVISION FOR LOAN LOSSES           15,611,550               14,171,353  
Other income:
  Service charge income                    2,585,909                2,529,825 
  Rental income                              662,481                  660,442 
  Other                                    1,343,062                1,140,994 
                                       -------------            -------------
      TOTAL OTHER INCOME                   4,591,452                4,331,261 

Other expense:
  Salaries and employee benefits           7,549,298                6,921,773 
  Net occupancy                            1,938,740                1,930,815 
  Equipment                                  943,494                  958,286 
  Data processing                            457,580                  396,682 
  Advertising                                346,878                  343,672 
  Regulatory Agency Assessments              108,772                   72,320 
  Office Supplies                            373,803                  417,559 
  Other                                    1,901,688                2,061,453 
                                       -------------            -------------
      TOTAL OTHER EXPENSE                 13,620,253               13,102,560 
                                       -------------            -------------
Income before income taxes                 6,582,749                5,400,054 
Provision for income taxes                 1,806,500                1,336,700 
                                       -------------            -------------
      NET INCOME                       $   4,776,249            $   4,063,354
                                       =============            =============
Per share data:                                                              
  Net income                           $        1.92            $        1.64
  Common stock investment              $       20.88            $       19.59 
  Dividends                            $       0.638            $       0.525 
  Average shares outstanding               2,494,004                2,477,453 

See Notes to Unaudited Consolidated Financial Statements.
                                    
                                    
                                      5                                    


<PAGE>


                           TRI CITY BANKSHARES CORPORATION
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                    (UNAUDITED)

                                           1997                     1996
                                       -------------            -------------
OPERATING ACTIVITIES:                                                        
  Net income                           $   4,776,249            $   4,063,354 
  Adjustments to reconcile net                                               
    income to net cash provided                                              
    by operating activities:                                                 
      Proceeds from sale of loans                                            
        held for sale                      5,670,799                4,136,363 
      Origination of loans held                                              
        for sale                          (5,670,799)              (4,136,363)
      Amortization of investment                                             
        securities premiums and                                              
        accretion of discounts               152,008                  211,243 
      Provision for loan losses              450,000                  225,000 
      Provision for depreciation           1,252,111                1,196,943 
      Increase (decrease) in                                                 
        interest receivable                  108,095                 (659,016) 
      Increase in interest payable           673,966                  552,329 
      Other                                 (246,794)                 343,748 
                                       -------------            -------------
        NET CASH PROVIDED BY                                                 
        OPERATING ACTIVITIES               7,165,635                5,933,601 
INVESTING ACTIVITIES:                                                        
  Available for Sale:                                                        
    Proceeds from maturities and                                             
      redemptions of investment                                              
      securities                           2,000,000                2,500,000 
  Held to Maturity:                                                          
    Proceeds from maturities and                                             
      redemptions of investment                                              
      securities                          17,264,660               17,938,990 
  Purchase of investment securities       (8,048,927)             (34,286,930)
  Net increase in loans                   (1,309,290)             (12,834,707)
  Purchases of premises and equipment       (648,180)                (734,759)
                                       -------------            -------------
      NET CASH PROVIDED (USED)                                               
      BY INVESTING ACTIVITIES              9,258,263              (27,417,406)
FINANCING ACTIVITIES:                                                        
  Sale of Common Stock                       359,357                  293,210 
  Net increase in deposits                 3,580,589               12,160,080 
  Net increase  in short-term
    borrowings                            29,648,930                4,938,157 
  Cash dividends                          (1,587,906)              (1,298,916)
                                       -------------            -------------
      NET CASH PROVIDED BY                                                    
      FINANCING ACTIVITIES                32,000,970               16,092,531 
                                       -------------            -------------
      INCREASE (DECREASE)IN CASH 
      AND CASH EQUIVALENTS                48,424,868               (5,391,274)
  Cash and cash equivalents at the
    beginning of the period               35,507,815               34,725,066 
                                       -------------            -------------
      CASH AND CASH EQUIVALENTS                                              
      AT THE END OF THE PERIOD         $  83,932,683            $  29,333,792 
                                       =============            =============
                                                                             
See Notes to Unaudited Consolidated Financial Statements.


                                       6


<PAGE>


                         TRI CITY BANKSHARES CORPORATION
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


(A) Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim 
financial information and with the instructions to Form 10-Q and Article 10 of 
Regulation S-X.  Accordingly, they do not include all of the information and 
footnotes required by generally accepted accounting principles for complete 
financial statements.  These financial statements should be read in conjunction
with the financial statements and the notes thereto incorporated herein by 
reference to the Annual Report on Form 10-K  of Tri City Bankshares Corporation
("Tri City") for the year ended December 31, 1996.  The December 31, 1996 
financial information included herein is derived from the December 31, 1996 
Consolidated Balance Sheet of Tri City which is incorporated herein by reference
to the aforesaid Annual Report on Form 10-K.  In the opinion of Tri City's 
management, the accompanying unaudited consolidated financial statements 
contain all adjustments consisting of normal recurring accruals, necessary to 
present fairly Tri City's financial position as of September 30, 1997, the 
results of its operations for the three month and nine month periods ended 
September 30, 1997 and 1996 and its cash flows for the nine month periods ended
September 30, 1997 and 1996.  The operating results for the first nine months of
1997 are not necessarily indicative of the results which may be expected for
the entire 1997 fiscal year.


                                      7


<PAGE>




(B) Earnings Per Share

In February, 1997, the Financial Accounting Standards Board issued Statement 
No. 128, "Earnings per Share" (Statement 128), which is required to be adopted 
on December 31, 1997.  Statement 128 may not be adopted early.  Statement 128 
modifies the calculation of earnings per share for companies with common stock 
equivalents such as stock options and other potentially dilative securities.  
As Tri City does not have any common stock equivalents or other potentially 
dilative securities outstanding, the adoption of Statement 128 is not expected 
to be material.


                                      8


<PAGE>


                         TRI CITY BANKSHARES CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND RESULTS OF OPERATION



The following discussion contains certain "forward-looking statements," 
including statements concerning objectives and future events of performance, and
other statements which are other than historical fact.  Such forward looking 
statements are identified by the use of the words "management expects", 
"management believes" or similar language.  Factors which may cause actual 
results to differ materially from those contemplated by such forward-looking 
statements include, but are not limited to, the following possibilities: 
(i) lower than anticipated loan and deposit growth due to a variety of factors, 
including changes in the interest rate environment and an increase in 
competitive pressures in the banking and financial services industry; 
(ii) insufficient reserves for loan losses; (iii) poorer than expected general 
economic conditions; (iv) legislation or regulatory changes which adversely 
affect the banking industry; and (v) other unanticipated occurrences.


CHANGES IN FINANCIAL POSITION


During the first nine months of 1997, net assets of Tri City Bankshares (the 
"Corporation") grew $37.8 million compared to a growth of $21.0 million during 
the first nine months of 1996.  Investment securities available for sale 
decreased $2.1 million (20.9%) in the first nine months of 1997 compared to a 
decrease of $2.8 million (21.9%) during the same period in 1996.  The
Corporation's history has shown that management's practice is not to buy and 
sell securities but to hold them to maturity or call dates.  Therefore, 
management does not expect to purchase additional securities classified as 


                                      9


<PAGE>


"available for sale".  Held to maturity investments have also declined $10.1 
million (8.8%) in the first three quarters of 1997 compared to an increase of
$16.2 million (16.7%) in the first three quarters of 1996.  Management seeks to
purchase similar replacement securities for those which have matured with equal 
or higher yields.  Because the economy is growing at a nominal rate however, it 
is difficult to find similar investments which carry a yield equal to or greater
than those which have been called or have matured.  Management in the interim 
has placed funds from called or matured investments into federal funds sold 
which increased $56.8 million in the first nine months of 1997 compared to a
decrease of $10.9 million during the same period in 1996.  A large portion of 
this growth was experienced at the end of the third quarter with a customer 
deposit of $29.4 million on September 30, 1997. 

Loans increased $2.0 million (0.8%) in the first nine months of 1997 compared to
an increase of $12.6 million (5.5%) in the first nine months of 1996.  
Management has strived to keep the Corporation's rates and terms on loans 
competitive, but the demand for loans has stalled and a few large loans were 
lost to the competition for various reasons.  The loan review committee is also
very conservative in their approval for new loans, but this has kept the 
Corporation's experience rate for non-performing loans at less than 0.5%.  The 
allowance for loan losses increased $392,000 (13.0%) in the first three quarters
of 1997 compared to a $243,000 increase during the first three quarters of 1996.
The Corporation recorded a large loan charge off in the last quarter of 1996 and
has increased its loan loss provision to restore the allowance for loan loss to
1.35% of net loans.


                                     10


<PAGE>


Net premises and equipment decreased $604,000 (3.2%) during the first nine 
months of 1997 compared to a decrease of $462,000 (2.4%) during the first nine 
months of 1996.  During the past two years, the Corporation has not made any 
major purchases and this decline in net fixed assets can be attributed to normal
depreciation expense.  Other assets have increased $539,000 (9.0%) in the first 
three quarters of 1997 compared to an increase of $868,000 (16.9%) during the 
same period in 1996.  Increases in accrued interest on loans and federal funds 
sold  account for the increase in other assets.

Total deposits for the Corporation have increased $3.6 million in the first nine
months of 1997 compared to an increase of $12.2 million during the first nine 
months of 1996.  Non-interest bearing deposits increased $11.4 million (11.0%) 
while interest bearing deposits decreased $7.8 million (2.8%) during the first 
three quarters of 1997 compared to an increase of $12.5 million (13.8%) and a 
decrease of $362,500 (0.1%) in 1996 respectively.  Total borrowings for the
Corporation increased $29.6 million during the first nine months of 1997 
compared to an increase of $4.9 million in the same period of 1996.  The primary
reason for this increase is the purchase of Customer Repurchase Agreements 
associated with the large deposit made on September 30, 1997.  The increase in 
accrued interest associated with the increased deposits accounts for the 
majority of increase in other liabilities.


                                     11


<PAGE>


LIQUIDITY


Management of the Corporation has always strived to maintain a strong liquidity 
position through monitoring the correlation between interest earning assets and 
interest bearing liabilities.  Fluctuations in interest rates can be the main 
cause for the flow of funds either into or out of a financial institution.  As 
interest rates rise, depositors want to acquire the best yield that they can and
thus deposits may increase, while as rates decrease the demand for loans often
times increases substantially.  Management has been diligent in maintaining a 
low borrowing position for the Corporation so that as these fluctuations occur, 
the Corporation can respond more readily to these changes.


CAPITAL RESOURCES


On January 19, 1997, a new banking facility was opened inside a Pick'n Save food
store located at Clarke Square on the near south side of Milwaukee, Wisconsin.  
The cost of this facility was considered nominal and borne by the Corporation's 
banking subsidiary.  This new banking branch will add to the growth of the 
Corporation and help establish a banking subsidiary within the inner boundaries 
of Milwaukee.


                                     12


<PAGE>


There are no additional plans for major capital expenditures for the remainder 
of 1997.  Management, however, will consider any opportunities which may present
themselves for the growth and profitability of the Corporation.


RESULTS OF OPERATIONS


Net income for the third quarter of 1997 increased $211,000 (14.3%) as compared 
to an increase of $140,000 (10.5%) for the third quarter of 1996.  This increase
is attributable primarily to an increase in interest income and fees on loans 
and a substantial increase in other income.

Interest income and fees on loans increased $460,000 (8.0%) in the third quarter
of 1997 compared to an increase of $259,000 (4.7%) during the same period in 
1996.  Loan demand has remained good through the third quarter of 1997.  Despite
retirement of certain loans, management expects that the value of loans made 
will continue to increase due to increased demand.

Interest income on investment securities decreased $146,000 (8.0%) during the 
third quarter of 1997 compared to an increase of $373,000 (25.7%) during the 
third quarter of 1996.  In keeping with Corporation's investment policy, 
management will not invest in derivatives or any other high risk investments in 
order to increase net income for the short term.  Management continues to look 
for investments which will provide the Corporation a good yield but not tie up
funds in a lengthy maturity.  Management generally does not buy and sell 
securities to enhance the profit of the Corporation, but rather purchases 
securities with the intention of holding them until they mature or are called.  


                                     13


<PAGE>


Interest on federal funds sold increased $169,000 (241.0%) in the third quarter 
of 1997 compared to a decrease of $118,000 (62.7%) in the third quarter of 1996.

Interest expense on deposits decreased $32,000 (1.2%) during the third quarter 
of 1997 compared to an increase of $222,000 (9.1%) in the third quarter of 1996.
A decrease in time deposit balances accounts for this decrease in interest 
expense for the quarter.  Because rates have been low and remained steady, funds
from matured certificates of deposit appear to have been placed in other higher 
yielding investments.  Some of these funds, however, have been retained in money
market and NOW accounts.  Interest expense on borrowed funds decreased $15,000 
(35.1%) during the third quarter of 1997 compared to a decrease of $3,000 (5.8%)
in the third quarter of 1996.

Other income in the third quarter of 1997 increased $169,000 (11.4%) compared to
an increase of $90,000 (6.7%) in the third quarter of 1996.  The increase is 
attributed primarily to a surcharge added to Automatic Teller Machine (ATM) 
transactions by non-customers.  Total other expenses increased $185,000 (4.2%) 
during this period in 1997 compared to an increase of $333,000 (8.1%) in 1996.  


                                     14


<PAGE>


A summarized change in income for the quarters appears below :               
                                                          
Three Months Ended               September 30,  September 30,      1997
                                    1997           1996         Over(Under)
                                  (Unaudited)    (Unaudited)       1996
                                 -------------  -------------  -------------
Revenue and Expenses:(000's)                                                 
  Interest Income                   $ 8,133        $ 7,650       $  483      
  Less: Interest Expense              2,658          2,706         ( 48)    
                                 -------------  -------------  -------------
     Net Interest Income              5,475          4,944          531     
  Provision for Loan Loss               150             75           75     
  Other Operating Expense                                                     
    Net of Other Operating                                                      
    Revenues                          2,970          2,954           16     
                                 -------------  -------------  -------------
     Income Before Income Taxes       2,355          1,915          440 
       Tax Provision                    670            442          228 
                                 -------------  -------------  -------------
            NET INCOME              $ 1,685        $ 1,473       $  212 
                                 =============  =============  =============
                                                                             
Net income during the first nine months of 1997 increased $713,000 (17.5%) 
compared to an increase of $171,000 (4.4%) during the first nine months of 1996.
Interest income and fees on loans contributed heavily to this increase.  Despite
the retirement of several loans, loan demand has been stable.  Total interest 
income increased $1.6 million (7.2%) in the first nine months of 1997 compared
to an increase of $1.9 million (9.2%) during the same period in 1996.  This 
increase is primarily attributable to an increase in loan activity and interest 
rate changes.  Total interest expense decreased $52,000 (0.6%) in the nine 
months ended September 30, 1997 compared to an increase of $1.1 million (16.3%) 
in the nine months ended September 30, 1996.  This decrease in expense for 1997 
is due to lower yields on time deposits. Interest expense on borrowed funds 
increased $239,000 (272.0%) in the first nine months of 1997 compared to a 
decrease of $99,000 (53.0%) in the first nine months of 1996, which was not


                                     15


<PAGE>


fully offset by the decrease in interest paid on deposits.  Total other income 
increased $260,000 (6.0%) in the first nine months of 1997 compared to a 
decrease of $57,000 (1.3%) in the first nine months of 1996.  An ATM surcharge 
initiated in June of 1997 accounts for $178,000 of this increase in other 
income.  During this same period other expenses increased $518,000 (4.0%) in 
1997 compared to an increase of $753,000 (6.1%) in 1996.


CAPITAL ADEQUACY


Federal banking regulatory agencies have established capital adequacy rules 
which take into account risk attributable to balance sheet assets and off-
balance-sheet activities.  All banks and bank holding companies must meet a 
minimum risk-based capital ratio of 8.0% of which 4.0% must be comprised of 
tier 1 capital.  The federal banking agencies also have adopted leverage capital
guidelines which banking organizations must meet.  Under these guidelines, the 
most highly rated banking organizations must meet a minimum leverage ratio of at
least 3.0% tier 1 capital to total assets, while lower rated banking 
organizations must maintain a ratio of at least 4.0% to 5.0%.

As of September 30, 1997, the Corporation has attained a tier 1 capital ratio of
18.95%, total risk-based capital ratio of 20.19% and a leverage ratio of 11.98%.


Item 3.  Quantitative and Qualitative Market Rate Disclosure.
                 None
              

                                     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   Other Information
         None

Item 6   Exhibits and Reports on Form 8-K
         
         (a)  Exhibits                                                       
                                                                             
              Exhibit Number                    Description                  
              --------------                    -----------                  
                 27                         Financial Data Schedule          
                                                                              
                 99                         Corporation's Annual Report on Form
                                            10-K for the fiscal year ended 
                                            December 31, 1996 
                                            (incorporated herein by reference)
         (b)  Reports on Form 8-K
              None


                                     17
                                    
                                    
<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.



                         TRI CITY BANKSHARES CORPORATION




DATE:  November 12, 1997                          /s/Henry Karbiner, Jr.  
      -------------------                        -------------------------
                                                 Henry Karbiner, Jr.      
                                                 Executive Vice President,
                                                 Secretary/Treasurer      
                                                                             
                                                                             
                                                                             
DATE:  November 12, 1997                         /s/Thomas W. Vierthaler 
      -------------------                       -------------------------
                                                Thomas W. Vierthaler
                                                Vice President and Comptroller
                                                (Chief Accounting Officer)

                                                                           
                                     18


<PAGE>


                             EXHIBIT INDEX
                                    
                                    
                                    
   Exhibit Number                    Description 

        27                           Financial Data Schedule


        29                           Corporation's Annual Report on Form 10-K 
                                     for the fiscal year ended December 31, 1996
                                     (Incorporated herein by reference)     


<PAGE>


<TABLE> <S> <C>

<ARTICLE> 9
<CIK> 0000313337
<NAME> TRI CITY BANKSHARES CORPORATION
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                          27,133
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                56,800
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      7,993
<INVESTMENTS-CARRYING>                         105,239
<INVESTMENTS-MARKET>                           105,558
<LOANS>                                        255,796
<ALLOWANCE>                                      3,402
<TOTAL-ASSETS>                                 474,424
<DEPOSITS>                                     384,594
<SHORT-TERM>                                    35,049
<LIABILITIES-OTHER>                              2,574
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                         2,499
<OTHER-SE>                                           0
<TOTAL-LIABILITIES-AND-EQUITY>                 474,424
<INTEREST-LOAN>                                 18,545
<INTEREST-INVEST>                                5,232
<INTEREST-OTHER>                                   247
<INTEREST-TOTAL>                                24,024
<INTEREST-DEPOSIT>                               7,636
<INTEREST-EXPENSE>                               7,963
<INTEREST-INCOME-NET>                           16,062
<LOAN-LOSSES>                                      450
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                 13,620
<INCOME-PRETAX>                                  6,583
<INCOME-PRE-EXTRAORDINARY>                       4,776
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,776
<EPS-PRIMARY>                                    1.920
<EPS-DILUTED>                                    1.920
<YIELD-ACTUAL>                                   5.587
<LOANS-NON>                                         70
<LOANS-PAST>                                     1,312
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 3,010
<CHARGE-OFFS>                                       93
<RECOVERIES>                                        35
<ALLOWANCE-CLOSE>                                3,402
<ALLOWANCE-DOMESTIC>                             3,402
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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