MERCHANTS CAPITAL CORP /MS/
10QSB, 1998-11-12
STATE COMMERCIAL BANKS
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<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                   FORM 10-QSB


               Quarterly Report Under Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

 For Quarter ended   September 30, 1998   COMMISSION FILE NUMBER     0-10898
                     ------------------                              -------



                          MERCHANTS CAPITAL CORPORATION
                          -----------------------------
               (Exact name of registrant as specified in charter)


           MISSISSIPPI                                      64-0655603
- --------------------------------                        --------------------
 (State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                          Identification No.)


 820 South Street                                              
 Vicksburg, Mississippi                                      39180
- --------------------------------                        --------------------
 (address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code        (601) 636-3752
                                                        --------------------

                             Not Applicable
- ----------------------------------------------------------------------------
Former name, former address and former fiscal year; if changed since last
report

Indicate by check mark whether the registrants (1) has filed all reports
required to be filed by Sections 13 or 15  (d) of the Securities 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

742,651 common shares were outstanding as of September 30, 1998.



                                        1


<PAGE>   2



                          MERCHANTS CAPITAL CORPORATION

                                      INDEX

<TABLE>
<CAPTION>

                                                                                          Page
                                                                                          Number
<S>                                                                                       <C>

Part 1.  Financial Information~

  Item 1.  Financial Statements~
           Consolidated Statements of Financial Condition                                   3
           September 30, 1998 (Unaudited) and December 31, 1997
           (Unaudited)

           Consolidated Statements of Income, Three Months                                  4
           Ended and Nine Months Ended September 30, 1998 and
           1997 (Unaudited)

           Consolidated Statements of Changes in Stockholders'                              5
           Equity, Nine Months Ended September 30, 1998 and
           1997 (Unaudited)

           Consolidated Statements of Cash Flows                                            6
           Nine Months Ended September 30, 1998 and 1997
           (Unaudited)

           Notes to Consolidated Financial Statements                                       7
           (Unaudited)

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

Part 2.  Other Information

  Item 1.  Legal Proceedings                                                               11

  Item 6.  Exhibits and Reports on Form 8-K                                                11


</TABLE>



                                        2


<PAGE>   3


                         MERCHANTS CAPITAL CORPORATION
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


<TABLE>
<CAPTION>

                                                           Sept. 30, 1998  Dec. 31, 1997
                                                            (Unaudited)     (Unaudited)
                                                           -------------   -------------
<S>                                                        <C>             <C>          
ASSETS:

Cash & due from banks                                      $   9,106,463   $  10,084,731
Federal funds sold                                             5,185,154       3,473,703
Investment securities:
  Available-for-sale                                          53,386,583      68,151,857
Loans - net                                                  137,594,614     136,238,338
Bank premises & equipment - net                                2,461,973       2,698,060
Other real estate                                                 92,924         181,280
Accrued interest receivable                                    2,421,799       1,997,240
Other assets                                                     754,357         721,154
Premuim paid on purchased assets &
deposits less amortization                                       415,483         452,333
                                                           -------------   -------------
    TOTAL ASSETS                                           $ 211,419,350   $ 223,998,696
                                                           =============   =============

LIABILITIES & STOCKHOLDERS' EQUITY

LIABILITIES:
Deposits:
  Non-interest bearing deposits                            $  20,875,009   $  25,378,217
  Interest bearing deposits                                  152,620,739     165,757,406
                                                           -------------   -------------
    Total Deposits                                           173,495,748     191,135,623

Securities Sold Under Repurchase Agreement                    16,216,338      11,921,483
Accrued interest payable                                         689,200         903,348
Accrued taxes and other liabilities                              766,334       1,418,982
                                                           -------------   -------------
    TOTAL LIABILITIES                                        191,167,620     205,379,436

STOCKHOLDERS' EQUITY:
Common stock, $5 par value per share:
  Authorized - 1,000,000 shares
  Issued & outstanding 742,651 shares                          3,713,255       3,713,255
Additional paid-in capital                                    13,877,419      13,877,419
Retained earnings                                              2,454,690         941,020
Accumulated other comprehensive income
  Unrealized gain on securities                                  206,366          87,566
                                                           -------------   -------------
    TOTAL STOCKHOLDERS' EQUITY                                20,251,730      18,619,260
                                                           -------------   -------------
    TOTAL LIABILITIES and STOCKHOLDERS' EQUITY             $ 211,419,350   $ 223,998,696
                                                           =============   =============
</TABLE>

                 See notes to consolidated financial statements.


                                        3

<PAGE>   4


                          MERCHANTS CAPITAL CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                          Three Months Ended              Nine Months Ended
                                                             September 30,                  September 30,
                                                         1998            1997            1998            1997
                                                     ------------    ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>             <C>         
  Interest and fees on loans                         $  3,297,886    $  3,224,379    $  9,851,531    $  9,389,709
  Interest on investment securities
    Taxable interest income                               797,083         859,346       2,482,426       2,500,347
    Interest income exempt from
      federal income taxes                                 52,611          43,540         153,773         135,139
  Interest on federal funds sold                          119,128          85,992         274,359         310,348
                                                     ------------    ------------    ------------    ------------
     TOTAL INTEREST INCOME                              4,266,708       4,213,257      12,762,089      12,335,543

Interest Expense:
  Interest on deposits                                  1,709,679       1,676,933       5,143,180       4,988,332
  Interest on fed funds pur & sec sold u/repo             197,315         168,768         518,114         489,695
                                                     ------------    ------------    ------------    ------------
     TOTAL INTEREST EXPENSE                             1,906,994       1,845,701       5,661,294       5,478,027
                                                     ------------    ------------    ------------    ------------
     NET INTEREST INCOME                                2,359,714       2,367,556       7,100,795       6,857,516
Provision for loan losses                                 105,000         105,000         315,000         315,000
                                                     ------------    ------------    ------------    ------------
    NET INTEREST INCOME AFTER
    PROVISION FOR LOAN LOSSES                           2,254,714       2,262,556       6,785,795       6,542,516
Other Income:
  Service charges on deposits                             416,381         408,245       1,226,809       1,197,438
  Trust service income                                    143,294         148,391         408,451         366,444
  Insurance premium and commissions                        89,927         136,754         361,933         426,046
  Other                                                    45,179          49,580         136,360         168,833
                                                     ------------    ------------    ------------    ------------
    TOTAL OTHER INCOME                                    694,781         742,970       2,133,553       2,158,761
Other Expenses:
  Salaries                                                764,844         764,730       2,342,841       2,328,338
  Employee benefits                                       153,370         142,870         478,810         503,358
  Net occupancy expense                                   141,962         134,459         388,061         384,805
  Equipment expense                                       134,630         146,758         428,581         426,017
  Other                                                   472,860         632,815       1,816,768       1,802,226
                                                     ------------    ------------    ------------    ------------
    TOTAL OTHER EXPENSES                                1,667,666       1,821,632       5,455,061       5,444,744
                                                     ------------    ------------    ------------    ------------
    INCOME BEFORE INCOME TAXES                          1,281,829       1,183,894       3,464,287       3,256,533
    INCOME TAX PROVISION                                  517,340         497,285       1,245,098       1,123,193
                                                     ------------    ------------    ------------    ------------
    NET INCOME                                       $    764,489    $    686,609    $  2,219,189    $  2,133,340
Other comprehensive income before tax:
  Unrealized gains (losses) on securities:
    Unrealized holding gains (losses)
      arising during the period                           105,058         (71,568)        194,755         (49,884)
    Less: Reclassification adjustment for
      gain included in net income                               0           6,330               0          18,639
                                                     ------------    ------------    ------------    ------------
    OTHER COMPREHENSIVE INCOME BEFORE TAX                 105,058         (77,898)        194,755         (68,523)
    INCOME TAX (EXPENSE) BENEFIT                          (40,973)         30,380         (75,955)         26,724
                                                     ------------    ------------    ------------    ------------
    OTHER COMPREHENSIVE INCOME, NET OF TAX                 64,085         (47,518)        118,800         (41,799)
                                                     ------------    ------------    ------------    ------------
    TOTAL COMPREHENSIVE INCOME                       $    828,574    $    639,091    $  2,337,989    $  2,091,541
                                                     ============    ============    ============    ============


Basic earnings per common share (Note 5)             $       1.03    $       0.92    $       2.99    $       2.87
Diluted earnings per common share (Note 5)           $       1.03    $       0.92    $       2.99    $       2.87
Dividends per common share                           $      0.325    $       0.30    $       0.95    $       0.86
Average number of shares of common
  stock outstanding                                       742,651         742,651         742,651         742,651

</TABLE>


                 See notes to consolidated financial statements.

                                        4

<PAGE>   5


                          MERCHANTS CAPITAL CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                  NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Accumulated Other
                                                                                    Comprehensive Income
                                                      Additional                    --------------------
                                        Common         Paid-In        Retained        Unrealized Gain
                                         Stock         Capital        Earnings      (Loss) on Securities       Total
                                      ------------   ------------   ------------    --------------------    ------------
<S>                                   <C>            <C>            <C>             <C>                     <C>         

BALANCE, January 1, 1997              $  3,537,580   $ 12,823,369   $    596,516    $             46,924    $ 17,004,389

  Net income                                    --             --      2,133,340                      --       2,133,340

  Cash dividends declared
     (.86 per share)                            --             --       (640,157)                     --        (640,157)

  Stock dividend (5%)                      175,675      1,054,050     (1,229,725)                     --              --

  Factional Shares
    purchased (240.8 shares
    @ $35.00 per share)                         --             --         (8,428)                     --          (8,428)

  Other comprehensive income                    --             --             --                 (41,799)        (41,799)

                                      ------------   ------------   ------------    --------------------    ------------
BALANCE, Sept. 30, 1997               $  3,713,255   $ 13,877,419   $    851,546    $              5,125    $ 18,447,345
                                      ============   ============   ============    ====================    ============




BALANCE, January 1, 1998              $  3,713,255   $ 13,877,419   $    941,020    $             87,566    $ 18,619,260

  Net income                                    --             --      2,219,189                      --       2,219,189

  Cash dividends declared
     (.95 per share)                            --             --       (705,519)                     --        (705,519)

  Other comprehensive income                    --             --             --                 118,800         118,800

                                      ------------   ------------   ------------    --------------------    ------------
BALANCE, Sept. 30, 1998               $  3,713,255   $ 13,877,419   $  2,454,690    $            206,366    $ 20,251,730
                                      ============   ============   ============    ====================    ============
</TABLE>


                 See notes to consolidated financial statements.


                                        5



<PAGE>   6

                          MERCHANTS CAPITAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                 Nine Months Ended
                                                                                   September 30,
                                                                            ----------------------------
                                                                                1998            1997
                                                                            ------------    ------------
<S>                                                                         <C>             <C>         
OPERATING ACTIVITIES:
Net income                                                                  $  2,219,189    $  2,133,340
Adjustments to reconcile net income to net cash provided by operating
  activities:
  Provision for loan losses                                                      315,000         315,000
  Provision for depreciation and amortization                                    344,272         347,766
  Net accretion on AFS securities                                               (355,431)       (508,782)
  Gain on sale of securities                                                          --         (18,639)
  Loss (gain) on sale of real estate                                              20,101         (14,777)
  Increase in accrued interest receivable                                       (424,559)       (340,464)
  Increase in other assets                                                       (40,902)        (30,023)
  Decrease in accrued interest payable                                          (214,148)        (39,997)
  Decrease in taxes and other liabilities                                       (114,225)        (84,469)
                                                                            ------------    ------------
    NET CASH PROVIDED BY OPERATING ACTIVITIES                                  1,749,297       1,758,955
                                                                            ------------    ------------
INVESTING ACTIVITIES:
(Increase) decrease in federal funds sold                                     (1,711,451)     10,251,066
Purchase of investment securities-AFS                                        (25,920,270)    (73,920,414)
Proceeds from maturities of investment securities-AFS                         39,706,487      47,627,735
Proceeds from sales of investment securities-AFS                                      --       6,783,187
Prepayments on mortgage backed securities                                      1,529,241       2,102,550
Net increase in loans                                                         (1,671,276)     (5,341,076)
Purchases of premises and equipment                                              (71,335)       (167,066)
                                                                            ------------    ------------
    NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                          11,861,396     (12,664,018)
                                                                            ------------    ------------
FINANCING ACTIVITIES:
Net (decrease) increase in deposits                                          (17,639,875)      6,329,652
Cash dividends paid                                                           (1,243,941)       (965,687)
Payment of fractional shares from stock dividend                                      --          (8,428)
Net increase in Sec. sold-repurchase agreement                                 4,294,855       4,635,707
                                                                            ------------    ------------
    NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES                         (14,588,961)      9,991,244
                                                                            ------------    ------------
DECREASE IN CASH AND CASH EQUIVALENTS                                           (978,268)       (913,819)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR                        10,084,731      10,305,656
                                                                            ------------    ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                    $  9,106,463    $  9,391,837
                                                                            ============    ============

SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Dividends declared but not paid                                             $    241,362    $    222,795
Total increase (decrease) in unrealized gain on
securities available for sale, net of deferred taxes                        $    118,800    ($    41,799)

</TABLE>

                 See notes to consolidated financial statements.

                                        6


<PAGE>   7


                          MERCHANTS CAPITAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1. Basis of Consolidated Financial Statements

     The consolidated financial statement include Merchants Capital Corporation
   and its wholly owned subsidiary, Merchants Bank and its wholly owned
   subsidiary Merchants Credit Company. All intercompany profits, transactions
   and balances have been eliminated.

     The consolidated financial statements have been prepared by the Company
   without an audit. In the opinion of management, all adjustments (which
   include only normal recurring adjustments) necessary to present fairly the
   financial position, results of their operations and their cash flows as of
   September 30, 1998, and for all periods presented have been made.

     Certain information and footnote disclosures normally included in financial
   statements prepared in accordance with generally accepted accounting
   principles have been condensed or omitted. The results of operations for the
   periods ended September 30, 1998, are not necessarily indicative of operating
   results for the full year. It is suggested these financial statements be read
   in conjunction with the Company's Annual Report and proxy statements filed
   with its Form 10-KSB for the year ended December 31, 1997.


2. Nonperforming Assets

     Nonperforming assets at September 30, 1998 and December 31, 1997, were as
     follows:

<TABLE>
<CAPTION>

                                              9-30-98        12-31-97
                                           ------------    ------------
<S>                                        <C>             <C>         
Nonaccrual loans                           $  1,066,660    $    263,686
Ninety days or more past due                    392,278         565,249
                                           ------------    ------------
Total nonperforming loans                  $  1,458,938    $    828,935

Other real estate owned (net)                    92,924         181,280
                                           ------------    ------------
Total nonperforming assets                 $  1,551,862    $  1,010,215
                                           ============    ============


Nonperforming loans as a
percent of loans, net of
unearned interest                                  1.05%           0.60%

</TABLE>


                                        7


<PAGE>   8


3. Allowance for Loan Losses

     The following table reflects the transactions in the allowance for loan
   losses for the nine month periods ended September 30, 1998 and 1997:

<TABLE>
<CAPTION>

                                               1998             1997
                                           ------------     ------------
<S>                                        <C>              <C>         
Balance at beginning of year               $  1,592,012     $  1,545,820

Provision charged to operations                 315,000          315,000
Charge offs                                    (539,124)        (414,456)
Recoveries                                      196,491          215,489
                                           ------------     ------------
Balance at end of period                   $  1,564,379     $  1,661,853
                                           ============     ============

Allowance for loan losses as a
percent of loans, net of unearned
interest                                           1.13%            1.21%
</TABLE>


4. Recent Accounting Pronouncements

     The Financial Accounting Standards Board issued Statement of Financial
   Accounting Standards No. 128, "Earnings per Share", which becomes effective
   for periods ending after December 15, 1997. This statement requires companies
   to present two types of earnings per share: "basic" and "diluted". It's
   predecessor APB Opinion 15, only required companies with simple capital
   structures to present earnings per common share and companies with complex
   capital structures to present both the primary and fully diluted EPS.

     The financial Accounting Standard Board also issued Statement No. 129,
   "Disclosure of Information About Capital Structure" which becomes effective
   for financial statements issued for periods ending after December 15, 1997.
   This statement consolidates existing disclosures, many of which applied to
   public companies. These disclosures will apply to rights and privileges of
   outstanding securities, number of shares issued during an annual period and,
   if applicable, the interim period presented, liquidation preferences of any
   preferred stock and various aggregate and per share amounts upon redemption.

     The financial Accounting Standard Board also issued Statement No. 130,
   "Reporting Comprehensive Income", which becomes effective for fiscal years
   beginning after December 15, 1997. This statement establishes standards for
   reporting and display of comprehensive income and its components in a full
   set of general-purpose financial statements. This statement requires that all
   items that are required to be recognized under accounting standards as
   components of comprehensive income be reported in a financial statement that
   is displayed with the same prominence as other financial statements.


5. Earning Per Share of Common Stock

     Basic earning per share of common stock is based on the weighted average
   number of shares outstanding during each period, after giving retroactive
   effect to stock dividends.



                                        8

<PAGE>   9


     Diluted earnings per share is computed by dividing income by the weighted
   average number of common shares outstanding during the period plus the number
   of additional common shares that would have been outstanding if any dilutive
   potential common stock had been issued.


6. Regulatory Matters

     BancorpSouth, Inc., (NYSE/BXS) holding company of BancorpSouth Bank which
   does business in Mississippi as Bank of Mississippi, and Merchants Capital
   Corporation, holding company of Merchants Bank, announced on May 4, 1998, the
   signing of a definitive agreement to merge Merchants Capital Corporation into
   BancorpSouth, subject to approval of the shareholders of Merchants Capital
   Corporation and federal and state regulatory authorities. A special
   shareholders meeting of Merchants Capital Corporation has been set for
   November 19, 1998, to vote upon the merger.


ITEM 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operation

Changes In Financial Position and Liquidity

     In the nine months ended September 30, 1998, assets decreased by
   $12,579,346 or 5.62%. This resulted from decreases of $978,268 in cash and
   due from banks, $14,765,274 in investment securities, $236,087 in bank
   premises & equipment, $88,356 in other real estate, and $36,850 in premium
   paid on purchased assets and deposits. These decreases were offset by
   increases of $1,711,451 in federal funds sold, $1,356,276 in net loans,
   $424,559 in accrued interest receivable, and $33,203 in other assets. The
   decrease in assets was also a result of net decreases of $17,639,875 in
   deposits, $214,148 in accrued interest payable, and $652,648 in accrued taxes
   and other liabilities. These decreases were offset by an increase of
   $4,294,855 in securities sold under repurchase agreement, and $1,513,670 in
   retained earnings resulting from year-to-date net income of $2,219,189 less
   cash dividends declared of $705,519. Also, assets and stockholders' equity
   were increased by $118,800 due to an increase in net unrealized gain on
   securities available for sale.

     Nonperforming loans as of September 30, 1998 were $1,458,938 compared to
   $828,935 as of Dec. 31, 1997. The nonaccrual loans increased by $802,974
   while the ninety days or more past due decreased by $172,971 as compared to
   Dec. 31, 1997. The nonperforming loans as a percent of loans, net of unearned
   income, was 1.05% at September 30, 1998 compared to .60% at December 31,
   1997.

     The allowance for loan losses was $1,564,379 as of September 30, 1998
   compared to $1,661,853 as of September 30, 1997. The ratio of the allowance
   for possible losses to loans, net of unearned income, decreased to 1.13% as
   of September 30, 1998 compared to 1.21% as of September 30, 1997. Management
   regularly reviews the level of the allowance for possible loan losses and is
   of the opinion that it is adequate at September 30, 1998.




                                        9



<PAGE>   10


ITEM 2. (Continued)



Results of Operations

     In the third quarter ended September 30, 1998, net income increased by
$77,880 which represented an increase of 11.34% over the third quarter income of
1997. Net interest income decreased by $7,842 or .33% as a result of an increase
of $53,451 or 1.27% in interest income and an increase of $61,293 or 3.32% in
interest expense. There was no change in the provision for loan losses. Other
income decreased by $48,189 or 6.49%; so did other expenses by $153,966 or
8.45%. The income tax provision increased by $20,055 or 4.03%. The total
comprehensive income, net of taxes, increased by $189,483 or 29.65% compared to
the third quarter in September 30, 1997.

     In the nine months ended September 30, 1998, net income increased by
$85,849 which represented an increase of 4.02% over the first nine months income
of 1997. Net interest income increased by $243,279 or 3.55% as a result of an
increase of $426,546 or 3.46% in interest income and an increase of $183,267 or
3.35% in interest expense. There was no change in the provision for loan losses.
Other income decreased by $25,208 or 1.17; while other expenses increased by
$10,317 or .19%. The income tax provision increased by $121,905 or 10.85%. The
total comprehensive income, net of taxes, increased by $246,448 or 11.78%
compared to the nine months ended in September 30, 1997.



Capital Adequacy

     The Company and the Bank must maintain certain levels of capitalization as
prescribed by the various regulators. The Company and the Bank must maintain
minimum amounts of capital to total "risk weighted" assets, as outlined under
the regulators' 1992 risk-based capital guidelines. The Company and the Bank are
required to have minimum Tier I and total capital ratios of 4% and 8%,
respectively. The actual ratios at September 30, 1998, were 13.62% and 14.71%
(Company) and 12.77% and 13.85% (Bank), respectively. The Company and the Bank's
leverage ratios at September 30, 1998, were 9.23% and 8.47%, respectively. The
minimum required leverage ratio is 3%-5% with an internal target ratio set at 6%
by management.

     The main source of capital expansion for the Company and the Bank continues
to be the retention of earnings. However, if the need arises again, the Company
can use its borrowing ability to inject needed capital into the Bank. The net
change in stockholders' equity of $1,632,470 in the first nine months was the
result of the retention of earnings and by a increase of the unrealized gain on
securities available for sale. At the present time, there are no planned capital
expenditures which would materially restrict capital growth.


                                       10


<PAGE>   11


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

     The Bank is involved in certain litigations incurred in the normal course
of business. In the opinion of management and legal councel, liabilities arising
from such claims, if any, would not have a material effect upon the Bank's
consolidated financial statements.




Item 2.  Exhibits and Reports on Form 8-K

               (a)   Exhibits

                     27  Financial Data Schedule

               (b)   Reports on Form 8-K

                     Filed May 13, 1998.


                                       11


<PAGE>   12


                                   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.




                                                 MERCHANTS CAPITAL CORPORATION
                                                 -----------------------------





Date  November 12, 1998                             /s/ Howell N. Gage
      ------------------------                   ------------------------------
                                                          (Signature)

                                                     Howell N. Gage
                                                     Chairman of the Board and
                                                     Chief Executive Officer



Date  November 12, 1998                             /s/ James R. Wilkerson, Jr.
      ------------------------                   ------------------------------
                                                          (Signature)

                                                     James R. Wilkerson, Jr.
                                                     Secretary












                                       12




<PAGE>   13

                               INDEX TO EXHIBITS

Exhibit
Number                 Description
- ------                 -----------

 27                    Financial Data Schedule







<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                           9,032
<INT-BEARING-DEPOSITS>                              74
<FED-FUNDS-SOLD>                                 5,185
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     53,387
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                        139,159
<ALLOWANCE>                                      1,564
<TOTAL-ASSETS>                                 211,419
<DEPOSITS>                                     173,496
<SHORT-TERM>                                    16,216
<LIABILITIES-OTHER>                              1,456
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