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 June 30, 1998
[ ] 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
(Address of principal executive offices)
53154
--------
Zip Code
(414) 761-1610
---------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
------ ------
The number of shares outstanding of $1.00 par value common stock, as of June 30,
1998: 2,512,227 shares
<PAGE>
FORM 10-Q
TRI CITY BANKSHARES CORPORATION
INDEX
PART I - FINANCIAL INFORMATION
Page #
Item 1 Financial Statements (Unaudited)
Consolidated Balance Sheets as of
June 30, 1998 and December 31, 1997 3
Consolidated Statements of Income
for the Three Months ended June 30, 1998
and 1997 4
Consolidated Statements of Income
for the Six Months ended June 30, 1998
and 1997 5
Consolidated Statements of Cash Flows
for the Six Months ended June 30, 1998
and 1997 6
Notes to Unaudited Consolidated Financial
Statements 7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
Item 3 Quantitative and Qualitative Disclosures
About Market Risk 14
PART II - OTHER INFORMATION
Items 1 - 6 15
Signatures 19
2
<PAGE>
TRI CITY BANKSHARES CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
ASSETS June 30, December 31,
1998 1997
-------- ------------
Cash and due from banks $ 30,050,503 $ 39,107,888
Federal funds sold 20,550,000 5,600,000
------------ ------------
Cash and cash equivalents 50,600,503 44,707,888
Investment securities:
Available-for-sale (at fair value) 2,985,000 2,964,000
Held-to-maturity (fair
value of 1998 - 119,057,743
1997 - 124,141,964) 118,707,087 123,396,458
Loans 276,153,531 267,398,942
Allowance for loan losses (3,775,592) (3,500,050)
----------- -----------
Net Loans 272,377,939 263,898,892
Premises and equipment 17,738,570 18,126,925
Other assets 6,605,537 6,539,402
----------- -----------
TOTAL ASSETS $ 469,014,636 $ 459,633,565
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing $ 114,117,382 $ 105,911,980
Interest bearing (over $100,000) 27,574,000 24,436,381
Interest bearing 264,402,234 268,595,009
----------- -----------
Total Deposits 406,093,616 398,943,370
Short-term borrowings:
Federal funds purchased and securities
sold under agreements to repurchase 66,265 0
Other 5,265,213 5,710,804
----------- -----------
5,331,478 5,710,804
Other Liabilities 1,639,063 1,481,710
----------- -----------
TOTAL LIABILITIES 413,064,157 406,135,884
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:
1998 - 2,512,227 shares;
1997 - 2,503,118 shares 2,512,227 2,503,118
Additional paid in capital 9,478,069 9,209,826
Retained earnings 43,970,069 41,810,248
Net unrealized losses on investment
securities available-for-sale (9,886) (25,511)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 55,950,479 53,497,681
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 469,014,636 $ 459,633,565
=========== ===========
See Notes to Unaudited Consolidated Financial Statements.
3
<PAGE>
TRI CITY BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR THREE MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
1998 1997
---- ----
Interest income:
Loans, including fees $ 6,492,921 $ 6,225,592
Investment securities:
Taxable 883,117 1,079,038
Exempt from federal income tax 761,372 696,925
Federal funds sold 191,221 6,736
----------- -----------
TOTAL INTEREST INCOME 8,328,631 8,008,291
Interest expense:
Deposits 2,726,529 2,523,668
Short-term borrowings 20,186 121,618
----------- -----------
TOTAL INTEREST EXPENSE 2,746,715 2,645,286
----------- -----------
NET INTEREST INCOME 5,581,916 5,363,005
Provision for loan losses (150,000) (150,000)
----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 5,431,916 5,213,005
Other income:
Service charge income 862,701 883,513
Rental income 243,434 217,322
Other 556,169 452,792
----------- -----------
TOTAL OTHER INCOME 1,662,304 1,553,627
Other expense:
Salaries and employee benefits 2,677,229 2,520,037
Net occupancy 614,952 632,831
Equipment 315,383 303,633
Data processing 155,844 167,823
Advertising 107,970 115,436
Regulatory Agency Assessments 37,723 39,148
Office Supplies 138,637 117,599
Other 571,567 687,475
----------- -----------
TOTAL OTHER EXPENSE 4,619,305 4,583,982
Income before income taxes 2,474,915 2,182,650
Provision for income taxes 658,700 597,700
----------- -----------
NET INCOME $ 1,816,215 $ 1,584,950
=========== ===========
Per share data:
Net income $ 0.72 $ 0.63
Average shares outstanding 2,511,079 2,493,849
See Notes to Unaudited Consolidated Financial Statements.
4
<PAGE>
TRI CITY BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
FOR SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
1998 1997
---- ----
Interest income:
Loans, including fees $ 12,841,371 $ 12,328,624
Investment securities:
Taxable 1,709,152 2,227,686
Exempt from federal income tax 1,601,374 1,326,973
Federal funds sold 228,582 7,525
------------ ------------
TOTAL INTEREST INCOME 16,380,479 15,890,808
Interest expense:
Deposits 5,327,114 5,006,825
Short-term borrowings 132,610 297,750
------------ ------------
TOTAL INTEREST EXPENSE 5,459,724 5,304,575
------------ ------------
NET INTEREST INCOME 10,920,755 10,586,233
Provision for loan losses (300,000) (300,000)
------------ ------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 10,620,755 10,286,233
Other income:
Service charge income 1,690,865 1,677,501
Rental income 480,834 436,077
Other 1,160,058 836,333
------------ ------------
TOTAL OTHER INCOME 3,331,757 2,949,911
Other expense:
Salaries and employee benefits 5,400,571 5,012,074
Net occupancy 1,251,664 1,292,698
Equipment 645,687 624,566
Data processing 300,652 310,563
Advertising 213,735 226,283
Regulatory Agency Assessments 75,072 72,415
Office Supplies 274,881 252,348
Other 1,207,730 1,217,641
------------ ------------
TOTAL OTHER EXPENSE 9,369,992 9,008,588
------------ ------------
Income before income taxes 4,582,520 4,227,556
Provision for income taxes 1,170,000 1,136,000
------------ ------------
NET INCOME $ 3,412,520 $ 3,091,556
============ ============
Per share data:
Net income $ 1.36 $ 1.24
Common stock investment $ 22.30 $ 20.42
Dividends $ 0.500 $ 0.425
Average shares outstanding 2,508,810 2,491,896
See Notes to Unaudited Consolidated Financial Statements.
5
<PAGE>
TRI CITY BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
1998 1997
---- ----
OPERATING ACTIVITIES
Net income $ 3,412,520 $ 3,091,556
Adjustments to reconcile net
income to net cash provided
by operating activities:
Proceeds from sale of loans
held for sale 12,645,847 3,093,017
Origination of loans held
for sale (12,645,847) (3,093,017)
Amortization of investment
securities premiums and
accretion of discounts 57,088 94,151
Provision for loan losses 300,000 300,000
Provision for depreciation 878,451 828,714
(Increase) decrease in interest
receivable (52,251) 51,373
Increase in interest payable 51,976 50,297
Other 83,493 16,566
------------ ------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 4,731,277 4,432,657
INVESTING ACTIVITIES
Investment Securities Held to Maturity:
Proceeds from maturities and redemptions
of investment securities 14,634,908 9,991,432
Purchase of investment
securities (10,000,000) (1,350,000)
Net increase in loans (8,779,047) (7,846,147)
Purchases of premises and equipment (490,096) (444,121)
------------ ------------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES (4,634,235) 351,164
FINANCING ACTIVITIES
Net increase in deposits 7,150,246 1,023,720
Net decrease in short-term
borrowings (379,326) (155,047)
Sale of Common Stock 277,352 248,860
Cash dividends (1,252,699) (1,057,667)
------------ ------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 5,795,573 59,866
------------ ------------
INCREASE IN CASH
AND CASH EQUIVALENTS 5,892,615 4,843,687
Cash and cash equivalents at the
beginning of the period 44,707,888 35,507,815
------------ ------------
CASH AND CASH EQUIVALENTS
AT THE END OF THE PERIOD $ 50,600,503 $ 40,351,502
============ ============
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 audited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to form 10Q 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 included in the Annual Report on
Form 10-K of Tri City Bankshares Corporation ("Tri City") for the year ended
December 31, 1997. The December 31, 1997 financial information included herein
is derived from the December 31, 1997 Consolidated Balance Sheet of Tri City
which is included in 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 June 30, 1998
and the results of its operations and cash flows for the three month and six
month periods ended June 30, 1998 and 1997. The operating results for the first
three months of 1998 are not necessarily indicative of the results which may be
expected for the entire 1998 fiscal year.
7
<PAGE>
TRI CITY BANKSHARES CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion contains certain "forward-looking statements",
including statements concerning objectives and future events or performance, and
other statements which are other than historical fact. 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 six months of 1998, Tri City Bankshares Corporation (the
"Corporation") increased net assets $9.4 million (2.0%) compared to an increase
of $3.0 million (0.7%) in the first six months of 1997. Loan balances during
the first half of 1998 increased $8.8 million (3.3%) compared to an increase of
$7.8 million (3.1%) during the same period in 1997. Loan growth has continued
at a moderate pace. Management strives to attract new loan customers and
encourage them to do their financing with the Corporation. Since recent bank
acquisitions have created larger banking organizations, management feels that
they may be able to attract customers who seek that PERSONAL TOUCH from their
banking affiliate.
Cash and cash equivalents have increased $5.9 million (13.2%) during the first
six months of 1998 compared to $4.8 million (13.6%) during the first six months
8
<PAGE>
of 1997. Investment securities decreased $4.7 million (3.8%) in 1998 due to
normal maturities and call options, and the proceeds have not yet been
reinvested . In deciding how to reinvest such proceeds, management will seek
investments which will increase the Corporation's net income while not exposing
it to unnecessary risk. Because most securities currently available do not offer
a premium rate, management intends to hold these proceeds in readily available
funds until an appropriate investment becomes available or loan demand
increases. In comparison, investment securities during the first half of 1997
decreased $9.7 million (7.7%) also due to normal call options or maturities.
The allowance for loan losses increased $275,500 (7.9%) in the first six months
of 1998 compared to an increase of $284,000 during the same period of 1997.
Management attempts to maintain an adequate reserve for loan loss based on past
experience, any known problem loans and current loan growth.
Total deposits increased $7.2 million (1.8%) during the first six months of 1998
compared to an increase of $1.0 million (0.3%) during the first six months of
1997. This growth is primarily in non-interest bearing deposits and in time
deposits over $100,000. Management employs various marketing techniques to
attract customers to the Corporation including sponsorship of several festivals
and promotional events.
Borrowed funds have decreased during 1998 by $379,000 (6.6%) compared to a
decrease of $155,000 (2.9%) during 1997. The equity of the Corporation
increased $2.5 million (4.6%) in the first six months of 1998 compared to an
increase of $2.2 million (4.5%) during the first six months of 1997. This
increase is due to continued increase in net earnings as well as continued
interest in the dividend reinvestment program of the Corporation.
9
<PAGE>
LIQUIDITY
Management strives to maintain a strong liquidity position for the Corporation.
They have carefully monitored 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 they can and
thus deposits may increase, and as rates decrease the demand for loans generally
increases substantially. Management maintains a low borrowing position for the
Corporation so that as these fluctuations occur, the Corporation can respond
more readily.
CAPITAL RESOURCES
During the first quarter of 1998, the Corporation entered into a contract to
outsource all of its data processing systems before year end. This will include
loan, deposit and general ledger systems. New equipment is being purchased at
an estimated cost of approximately $2.0 million and will be financed by the
Corporation's banking subsidiary. The Corporation is also negotiating the
purchase of land for a new building to provide additional space for this
subsequent growth. The cost of the land and the building is expected to be
approximately $2.2 million and is expected to be financed by the Corporation's
banking subsidiary.
Several of the subsidiary's banking locations are also in the process of
remodeling. Management believes that this expense will be borne by each
location affected and will be minimal.
There are no additional capital expenditures planned for the current year;
however, management will continue to examine any opportunities which may present
themselves for the continued growth and profitability of the Corporation.
10
<PAGE>
RESULTS OF OPERATIONS
The Corporation's net income for the quarter ended June 30, 1998 increased
$237,500 (15.0%) compared to an increase of $258,900 (19.5%) for the quarter
ended June 30, 1997. Interest income on loans ,including fees, increased
$267,300 (4.3%) in the second quarter of 1998 compared to an increase of
$587,100 (10.4%) during the same period in 1997. Management attributes the
lower rates of growth in net income and interest income in loans to a lower
demand for loans and decreased interest rates on loans during 1998 which
averaged 8.8% during the second quarter, compared to 9.0% during the second
quarter in 1997. Interest income on investment securities has decreased
$131,500 (7.4%) in the second quarter of 1998 compared to an increase of
$111,900 (6.7%) during the same three months in 1997 because management has not
reinvested the proceeds of matured securities in investment securities, due to
the lack of comparable investments. Interest income on federal funds sold has
increased $184,500 for the three months ended June 30, 1998 compared to a
decrease of $169,000 for the three months ended June 30, 1997. Instead, these
proceeds have been invested for the short term in the Federal Funds Market.
Management expects however, that the demand for loans will increase and such
proceeds will be available to satisfy this demand.
Interest expense on deposits has increased $202,900 (8.0%) during the second
quarter of 1998 compared to a decrease of $151,800 (5.7%) during the same period
in 1997. Deposit balances have increased from June, 1997 to June, 1998
approximately $23.2 million which accounts for this increased expense for the
quarter. Interest rates have continued to remain stable during the past twelve
months due to a very stable economy. Short term borrowings interest expense
decreased $101,400 (83.4%) in the second quarter of 1998 compared to an
increase of $106,300 (695.8%) during the second quarter of 1997. Since deposit
balances have increased and investment security balances decreased, the
Corporation had excess funds to invest and therefore did not need to borrow
funds.
11
<PAGE>
Other income increased $108,700 (7.0%) in the three month period ended June 30,
1998 compared to an increase of $110,800 (7.7%) during the same period in 1997.
Other expenses increased $35,300 (0.8%) in the second quarter of 1998 compared
to an increase of $216,900 (5.0%) in the second quarter of 1997. Because the
Corporation does not currently have a large number of nonperforming loans, loan
collection and other related fees have decreased $64,400 in the second quarter
of 1998 compared to an increase of $15,100 in the second quarter of 1997.
A summary statement of the change in income for the quarters ended June 30, 1998
and 1997 appears below :
Three Months Ended June 30, June 30, 1998
1998 1997 Over (Under)
(Unaudited) (Unaudited) 1997
------------- ------------ -----------
Revenue and Expenses:(000's)
Interest Income $ 8,329 $ 8,008 $ 321
Less:Interest Expense 2,747 2,645 102
------------- ------------ -----------
Net Interest Income 5,582 5,363 219
Provision for Loan Loss 150 150 0
Other Operating Expense
Net of Other Operating
Revenues 2,957 3,030 (73)
------------- ------------ -----------
Income Before Income Taxes 2,475 2,183 292
Tax Provision 659 598 61
------------- ------------ -----------
NET INCOME $ 1,816 $ 1,585 $ 231
============= ============ ===========
The Corporation's net income during the first six months of 1998 increased
$327,200 (10.6%) compared to an increase of $502,000 (19.4%) during the first
six months of 1997. During this period in 1998, interest income and fees on
loans increased $512,700 (4.2%) compared to an increase of $1.1 million (7.7%)
in 1997. This change reflects management's attempt to stimulate loan growth
with a conservative approach to loan review. Management believes that
maintaining this balance is necessary to maintaining a portfolio of high
12
<PAGE>
quality loans. Interest income on investment securities has decreased $244,100
(6.9%) in the first six months of 1998 compared to an increase of $294,000
(9.0%) in the first six months of 1997. Investment security balances have
declined as such securities have matured and the supply of comparable securities
has declined.
Interest expense on deposits increased $320,300 (6.4%) during the first half of
1998 compared to a decrease of $258,200 (4.9%) during the same period in 1997.
The Corporation's deposit base has increased $24.1 million during the twelve
month period ending June 30, 1998 compared to a growth of $14.3 million during
the twelve months ending June 30, 1997. Interest expense on short term
borrowings decreased $165,100 (55.5%) in the first six months of 1998 compared
to an increase of $254,000 (580.2%) during the first six months of 1997. The
excess funds received from increased deposits together with the proceeds of
matured securities have enabled the Corporation to remain in a funds sold
position rather than a borrowed position for the first half of 1998.
Total other expense net of total other income decreased $20,400 (5.7%) in 1998
compared to an increase of $240,800 (72.4%) in 1997. A surcharge placed on
foreign (non-customer) transactions at the Corporation's ATMs (Automated Teller
Machines) was initiated in June of 1997. The full impact of this surchange was
reflected during the first six months of 1998.
CAPITAL ADEQUACY
The office of the Comptroller of the Currency ("OCC") has issued guidelines
which impose upon national banks certain risk-based capital and leverage
standards. Failure to meet applicable capital guidelines could subject a
national bank to a variety of enforcement remedies which are available to the
federal regulatory authorities. Depending upon the circumstances, the
regulatory agencies may require an institution to surpass minimum capital ratios
established and may also take more restrictive action.
13
<PAGE>
As of December 31, 1997, the most recent notification from the OCC, the
Corporation was categorized as well capitalized under the regulatory framework
for prompt corrective action. To be categorized as well capitalized, the
Corporation must maintain minimum total risk-based, Tier I risk-based, and
Tier I leverage ratios of 10%, 6% and 5%, respectively. The total risk-based
capital ratio for the Corporation is 20.51%, Tier I risk-based capital ratio of
19.26% and its leverage ratio in 12.28%.
YEAR 2000 ISSUE
The Corporation believes that its new data processing systems will not be
adversely affected by the Year 2000 Issue. The Corporation has initiated formal
communications with all of its significant suppliers and large customers to
determine the extent to which the Corporation is vulnerable to those third
parties' potential failure to remediate their own Year 2000 Issue. However,
there can be no guarantee that the systems of other companies, on which the
Corporation's systems rely, will be timely converted, or that a failure to
convert by another company, or a converstion that is incompatible with the
Corporation's systems, would not have a material adverse effect on the
Corporation.
Item 3: Quantitative and Qualitative Disclosures About Market Risk
The Corporation's Annual Report on Form 10-K contains certain disclosures about
market risks affecting the Corporation. There have been no material changes to
the information provided which would require additional disclosures as of the
date of this filing.
14
<PAGE>
PART II - OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders
On June 10, 1998, Tri City Bankshares Corporation held its annual stockholders
meeting. The only item held for a vote of stockholders was for the election of
Directors for the ensuing year. The number of shares of common stock
represented by proxy and in person was 2,207,789, which represented
approximately 88.0% of the total outstanding shares entitled to vote for
directors. There was no solicitation in opposition to management's nominees for
directors and all such nominees were elected pursuant to the following vote:
Director's Name: Frank Bauer
For 2,203,428
Against 0
Withheld 4,361
Abstain 0
Broker Non-Vote 0
Director's Name: Sanford Fedderly
For 2,203,428
Against 0
Withheld 4,361
Abstain 0
Broker Non-Vote 0
Director's Name: William Gravitter
For 2,203,428
Against 0
Withheld 4,361
Abstain 0
Broker Non-Vote 0
15
<PAGE>
Director's Name: Henry Karbiner, Jr.
For 2,203,428
Against 0
Withheld 4,361
Abstain 0
Broker Non-Vote 0
Director's Name: Christ Krantz
For 2,203,428
Against 0
Withheld 4,361
Abstain 0
Broker Non-Vote 0
Director's Name: Rudie Lauterbach
For 2,203,428
Against 0
Withheld 4,361
Abstain 0
Broker Non-Vote 0
Director's Name: William McGovern
For 2,203,428
Against 0
Withheld 4,361
Abstain 0
Broker Non-Vote 0
Director's Name: Robert Orth
For 2,203,428
Against 0
Withheld 4,361
Abstain 0
Broker Non-Vote 0
16
<PAGE>
Director's Name: Ronald K. Puetz
For 2,203,428
Against 0
Withheld 4,361
Abstain 0
Broker Non-Vote 0
Director's Name: John Rupcich
For 2,203,428
Against 0
Withheld 4,361
Abstain 0
Broker Non-Vote 0
Director's Name: David Ulrich, Sr.
For 2,203,428
Against 0
Withheld 4,361
Abstain 0
Broker Non-Vote 0
Director's Name: David Ulrich, Jr.
For 2,203,428
Against 0
Withheld 4,361
Abstain 0
Broker Non-Vote 0
Director's Name: William Werry
For 2,203,428
Against 0
Withheld 4,361
Abstain 0
Broker Non-Vote 0
17
<PAGE>
Director's Name: Scott A. Wilson
For 2,203,353
Against 75
Withheld 4,361
Abstain 0
Broker Non-Vote 0
No other matters were voted on at the annual meeting.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number Description
-------------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
None
18
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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: August 12, 1998 /s/Henry Karbiner, Jr.
----------------------- -----------------------------
Henry Karbiner, Jr.
Executive Vice President,
Secretary/Treasurer
DATE: August 12, 1998 /s/Thomas W. Vierthaler
----------------------- -----------------------------
Thomas W. Vierthaler
Vice President and Comptroller
(Chief Accounting Officer)
19
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
27 Financial Data Schedule
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 30,051
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 20,550
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,985
<INVESTMENTS-CARRYING> 118,707
<INVESTMENTS-MARKET> 124,142
<LOANS> 276,154
<ALLOWANCE> 3,776
<TOTAL-ASSETS> 469,015
<DEPOSITS> 406,094
<SHORT-TERM> 66
<LIABILITIES-OTHER> 5,265
<LONG-TERM> 0
0
0
<COMMON> 2,512
<OTHER-SE> 0
<TOTAL-LIABILITIES-AND-EQUITY> 469,015
<INTEREST-LOAN> 12,841
<INTEREST-INVEST> 3,311
<INTEREST-OTHER> 228
<INTEREST-TOTAL> 16,380
<INTEREST-DEPOSIT> 5,327
<INTEREST-EXPENSE> 5,460
<INTEREST-INCOME-NET> 10,921
<LOAN-LOSSES> 300
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<EXPENSE-OTHER> 9,370
<INCOME-PRETAX> 4,583
<INCOME-PRE-EXTRAORDINARY> 3,413
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,413
<EPS-PRIMARY> 1.36
<EPS-DILUTED> 1.36
<YIELD-ACTUAL> 5.450
<LOANS-NON> 0
<LOANS-PAST> 1,546
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<ALLOWANCE-OPEN> 3,500
<CHARGE-OFFS> 45
<RECOVERIES> 21
<ALLOWANCE-CLOSE> 3,776
<ALLOWANCE-DOMESTIC> 3,776
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
