CENTURY BANCSHARES INC
10-Q, 1997-05-15
NATIONAL COMMERCIAL BANKS
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<PAGE>   1





                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-Q
                                   ---------

[X]              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997.

                                       OR

[ ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

       FOR THE TRANSITION PERIOD FROM         TO                       .
                                      -------    ----------------------

                         COMMISSION FILE NUMBER 0-16234

                            CENTURY BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                                     52-1489098
(State of other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


                         1275 PENNSYLVANIA AVENUE, N.W.
                           WASHINGTON, D.C.    20004
                    (Address of principal executive offices)
                                   (Zip Code)

                                (202)  496-4100
               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
     -----     -----

As of May 14, 1997, there were 1,158,923 shares of the registrant's Common
Stock, par value $1.00 per share outstanding.
<PAGE>   2
                            CENTURY BANCSHARES, INC.
                          QUARTERLY REPORT ON FORM 10-K
                      FOR THE QUARTER ENDED MARCH 31, 1997

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                     PAGE
                                                                                                      ----
<S>                                                                                                  <C>
                                                PART I

Item 1.       Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
Item 2.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4

                                                PART II

Item 1.       Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

Item 2.       Changes in Securities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

Item 3.       Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

Item 4.       Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . .  10

Item 5.       Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

Item 6.       Exhibits and Reports on Form 8-K

              (a)  The following exhibits are filed with this reports:

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

                  11            Computation of Per Share Earnings

                  27            Financial Data Schedule

              (b)  No Reports on Form 8-K were filed by the Company during the three
                   months ended March 31, 1997.
</TABLE>
<PAGE>   3
                         PART 1 - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                    CENTURY BANCSHARES, INC. AND SUBSIDIARY
                 Consolidated Statements of Financial Condition
                         March 31, 1997 (unaudited) and
                          December 31, 1996 (audited)

<TABLE>
<CAPTION>
                                                                              March 31,
                                                                                1997          December 31,
                                                                             (unaudited)          1996    
                                                                          ---------------   --------------
<S>                                                                         <C>              <C>          
ASSETS                                                                                                    
                                                                                                          
Cash and due from banks                                                       5,483,333        8,363,911  
Federal funds sold                                                            5,754,000       11,436,000  
Interest bearing deposits in other banks                                     16,412,190        6,823,077  
Investment securities AFS at fair value                                       5,960,858        6,414,011  
Investment securities, HTM at cost; fair value of $1,092,955                                              
at March 31, 1997 and $959,389 at December 31, 1996                           1,092,276          958,245  
Loans net of unearned income                                                 70,643,221       70,676,356  
Less - allowance for loan losses                                               (619,679)        (825,876) 
                                                                                                          
                                                                          ---------------   --------------
Loans, net                                                                   70,023,542       69,850,480  
                                                                          ===============   ==============
                                                                                                          
Leasehold improvements, furniture, and equipment, net                                                     
Accrued interest receivable                                                   1,457,025        1,558,247  
Deposit premium                                                                 485,777          509,567  
Prepaid expenses                                                                265,917          275,072  
Other assets                                                                    129,319          157,228  
                                                                                972,449          840,171  
Total assets                                                                                              
                                                                          ---------------   --------------
                                                                            108,036,686      107,186,009  
                                                                          ===============   ==============
                                                                                                          
LIABILITIES & SHAREHOLDERS' EQUITY                                                                        
                                                                                                          
Liabilities:                                                                                              
Deposits:                                                                                                 
     noninterest bearing                                                     
     interest bearing                                                        21,716,779       24,064,454   
                                                                             70,046,496       66,920,756  
Deposits total                                                                                            
                                                                          ---------------   --------------
                                                                             91,763,275       90,985,210  
                                                                          ===============   ==============
Other borrowings                                                                                          
Other liabilities                                                             8,078,120        8,465,877  
                                                                              1,254,715          984,881  
Total liabilities                                                                                         
                                                                          ---------------   --------------
                                                                            101,096,110      100,435,968  
                                                                                                          
                                                                                                          
Shareholders' equity:                                                                                     
                                                                                                          
Common stock, $1 par value: 2,000,000 shares authorized;                                                  
1,158,267 and 1,146,028 shares issued and outstanding                                                     
at March 31, 1997 and December 31, 1996, respective                           1,158,267        1,146,028  
                                                                                                          
Additional paid in capital                                                    4,894,903        4,870,856  
                                                                                                          
Retained earnings                                                                                         
                                                                                948,961          779,057  
Unrealized loss on Securities available-for-sale                                                          
                                                                                (61,555)         (45,900) 
Total shareholders' equity                                                                                
                                                                          ---------------   --------------
                                                                              6,940,576        6,750,041  
                                                                          ===============   ==============
Total liability and shareholders' equity                                                                  
                                                                          ---------------   --------------
                                                                            108,036,686      107,186,009  
                                                                          ===============   ==============
</TABLE>






                                       1
<PAGE>   4



                    CENTURY BANCSHARES, INC. AND SUBSIDIARY
                     Consolidated Statements of Operations
                   Three Months Ended March 31, 1997 and 1996
                                  (unaudited)


<TABLE>
<CAPTION>
                                                           March 31,         March 31,
INTEREST INCOME:                                             1997              1996   
                                                        -------------    -------------
<S>                                                      <C>              <C>         
   Interest and fees on loans                                                         
   Interest on federal funds sold                          1,681,239        1,670,287 
   Interest on deposits in other banks                        68,742           13,057 
   Interest on securities AFS                                103,244           32,335 
   Interest on securities HTM                                123,967          162,157 
                                                               1,888            2,803 
Total interest income                                                                 
                                                        -------------    -------------
                                                           1,979,080        1,880,639 
                                                        =============    =============
INTEREST EXPENSE:                                                                     
Interest on deposits:                                                                 
   Certificates $100,000 and over                                                     
   Certificates under $100,000                               188,041          173,292 
   NOW accounts                                              177,423          163,033 
   Savings accounts                                           67,002           67,000 
   Money market accounts                                      14,444           15,326 
   Interest on other borrowings                              184,920          181,790 
                                                             130,981           61,062 
Total interest expense                                                                
                                                        -------------    -------------
                                                             762,811          661,503 
                                                        =============    =============
Net interest income                                                                   
                                                           1,216,269        1,219,136 
Provision for loan loss                                                               
                                                              21,000           21,000 
Net interest income after provision                                                   
                                                        -------------    -------------
                                                           1,195,269        1,198,136 
                                                        =============    =============
NONINTEREST INCOME:                                                                   
   Service charges on deposit accounts                                                
   Other operating income                                    128,996          113,026 
                                                             143,414           68,681 
Total noninterest income                                                              
                                                        -------------    -------------
                                                             272,410          181,707 
                                                        =============    =============
NONINTEREST EXPENSES:                                                                 
   Salaries and employee benefits                                                     
   Occupancy and equipment expense                           488,110          492,119 
   Depreciation and amortization                             138,946          132,651 
   Professional fees                                         115,794           88,712 
   Data processing                                           102,709           89,935 
   FDIC premiums                                             135,166          111,824 
   Communications                                              1,200            2,361 
   Provision  for losses on OREO                              46,207           43,410 
   Other operating expenses                                      -              6,000 
                                                             163,282          135,825 
Total noninterest expenses                                                            
                                                        -------------    -------------
                                                           1,191,414        1,102,837 
                                                        =============    =============
Income before income tax expense                                                      
                                                             276,265          277,006 
Income tax expense                                                                    
                                                             106,361          104,166 
Net income                                                                            
                                                        -------------    -------------
                                                             169,904          172,840 
                                                        =============    =============
                                                                                      
Income per common share                                                               
                                                         $      0.13      $      0.14 
                                                        =============    =============
Primary weighted average shares outstanding including                                 
common stock equivalents                                                              
                                                           1,315,584        1,232,947 
                                                        =============    =============
</TABLE>

See accompanying Condensed Notes to Consolidated  Financial Statements


                                       2
<PAGE>   5


                    CENTURY BANCSHARES, INC. AND SUBSIDIARY
                     Consolidated Statements of Cash Flows
                   Three Months Ended March 31, 1996 and 1997
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                        1997                1996
                                                                        ----                ----
<S>                                                                 <C>                <C>
Cashflows from operating activities:
   Net Income                                                          169,904            172,840
   Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation and amortization                                    115,794             94,712
      Provision for loan losses                                         21,000             21,000
      (Increase) decrease in accrued interest receivable                23,790            (90,935)
      (Increase) in prepaid expenses and other assets                 (104,369)          (127,627)
      Increase in other liabilities                                    269,834            120,936

                                                                   -------------      -------------
Net cash provided by operating activities                              495,953            190,926
                                                                   -------------      -------------


Cashflows from investing activities:
   Loan repayments and recoveries (originations), net                 (194,062)        (1,572,065)
   Net (increase) decrease in interest bearing deposits
     in other banks                                                 (9,589,113)         5,932,958
   Purchases of securities held to maturity                           (134,031)          (251,417)
   Payments and maturities of securities available-for-sale            437,498          1,182,938
   Purchase of leasehold improvements, furniture and equipment
      net of disposals                                                 (14,572)          (306,410)

                                                                   -------------      -------------
Net cash provided (used) by investing activities                    (9,494,280)         4,986,004
                                                                   -------------      -------------


Cashflows from financing activities:
   Net issuances (redemption) of certificates of deposits            6,795,314         (1,583,928)
   Net decrease in demand, savings and money market accounts        (6,017,249)       (12,679,898)
   Deposit premium                                                       9,155             12,207
   Issuance of common stock                                             36,286                  -
   Increase (decrease) in other borrowings                            (387,757)         2,842,127

                                                                   -------------      -------------
Net cash provided (used) by financing operations                       435,749        (11,409,492)
                                                                   -------------      -------------


Net decrease in cash and cash equivalents                           (8,562,578)        (6,232,562)

Cash and cash equivalents, beginning of year                        19,799,911         10,025,561
                                                                   -------------      -------------

Cash and cash equivalents, March 31,                                11,237,333          3,792,999
                                                                   =============      =============

Supplemental disclosures of cash flow information:

   Interest paid on deposits and borrowings                            703,671            696,954
                                                                   -------------      -------------

   Income taxes paid (refunded)                                              -            117,500
                                                                   -------------      -------------

Transfer of loans to other real estate owned                                 -                  -
                                                                   -------------      -------------
</TABLE>

See accompanying Condensed Notes to Consolidated Financial
Statements





                                       3
<PAGE>   6

                    CENTURY BANCSHARES, INC. AND SUBSIDIARY
        Condensed Notes to Consolidated Financial Statements (Unaudited)
                            March 31, 1997 and 1996

         The unaudited consolidated financial statements as of and for the
three months ended March 31, 1997 and March 31, 1996 have not been audited but,
in the opinion of management contain all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the financial position  and
results of operations of the Company as of such date and for such periods.  The
unaudited consolidated financial statements should be read in conjunction with
the Consolidated Financial Statements of the Company and the Notes thereto
appearing in the 10-K.  The results of operations for the three months ended
March 31, 1997 are not necessarily indicative of the results of operations that
may be expected for the year ending December 31, 1997 or any future periods.

(1) Stock Option Plans

         Stock option transactions for the three months ended March 31, 1997
and 1996  are summarized as follows:

<TABLE>
<CAPTION>
                                           1997                           1996
                                ---------------------------   -----------------------------
                                                 Weighted-                       Weighted-
                                                  Average                         Average
                                                 Exercise                        Exercise
Fixed Options                     Shares           Price          Shares           Price
                                ------------   ------------   --------------   ------------
<S>                               <C>                   <C>     <C>                    <C>
                                                                                      
Outstanding at beginning                                                              
  of year                            148,317            4.00        152,250            3.49
Granted                                    -               -              -               -
Exercised                             11,016            2.70              -               -
Forfeited                              1,289            5.71              -               -
                                   ----------                     ----------          
Outstanding, March 31                136,012            4.09        152,250            3.49
                                   ==========                     ==========          
Options exercisable at                                                                
  March 31                           123,540            3.95        131,285            3.37
                                                                                      
Weighted-average fair                                                                 
   value of options                                                                   
   granted during
   the three months ended
   March 31                       $        -                    $         -
</TABLE>

(2) Income Per Common Share

         On April 15, 1997, the Company declared a 5% stock dividend to Common
Stockholders of record as of May 7, 1997.  Weighted average shares outstanding
and income per share have been restated for all periods presented in
consideration of the stock dividend.


ITEM 2.  MANAGEMENT'S DICUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         Century Bancshares, Inc. (the "Company") is a registered bank holding
company that derives substantially all of its revenues and income from the
operation of Century National Bank (the"Bank").  The Bank is a full service
bank that provides a broad line of financial products and services to small and
medium sized businesses and consumers through its main office located at 1875
Eye Street, N. W., in Washington, D. C., and its branches located at 1275
Pennsylvania Avenue, N. W. and 8251 Greensboro Drive in Tysons Corner,
Virginia.  The following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains certain forward-looking statements
regarding future financial condition and results of operations and the
Company's business operations.  Such statements involve risks, uncertainties
and assumptions, including, but not limited to, monetary policy and general
economic conditions in the Washington, D. C. area, the actions of competitors
and customers, the success of the Company in implementing its strategic plan,
and the effects of regulatory restrictions imposed on banks and bank holding
companies generally, as discussed in the Company's Form 10-K for the year ended
1996 and other filings with the Securities and Exchange Commission.  Should one
or more of these risks or uncertainties materialize, or should these underlying
assumptions prove incorrect, actual outcomes may vary materially from outcomes
expected or anticipated by the Company.




                                       4
<PAGE>   7


NET INCOME

         Net income was $170,000  ($0.13 per common share) for the first
quarter of 1997, compared with net income of $173,000 ($0.14 per common share)
for the first quarter of 1996, a decrease of  $3,000 or 1.7% ($0.01 or 7.1% per
common share).  The decrease in net income for 1997 compared with 1996 resulted
from a  $3,000 decrease in net interest income, an $88,000 increase in
non-interest expenses, and a $2,000 increase in income tax expense, all
partially offset by a $90,000 increase in non-interest income.  Per common
share earnings decreased primarily due to a 6.7% increase, from 1,232,947 to
1,315,584,  in the number of weighted average common shares and common stock
equivalents outstanding, during the first quarter of 1997 as compared to 1996.

         Return on average assets declined from .75% to .69% for the first
three months of 1996 as compared to 1997.  This was due to the fact that average
total assets increased 7%, while net income declined slightly.  The increase in
assets resulted primarily from the successful promotion of a new product - the 
one year no-penalty certificate of deposit - together with an increase in fixed
rate Federal Home Loan Bank of Atlanta ("FHLBA") borrowings during the second
and fourth quarters of 1996

         All "per share" amounts have been adjusted to give effect to the
Company's five percent (5%) stock dividend  which was declared on April 15,
1997, to all shareholders of record as of May 7, 1997.


NET INTEREST INCOME

         Net interest income was $1,216,000 for the three months ended March
31, 1997, a decrease of $3,000 or .25% compared with the same period in 1996.
The 7% increase in net interest earning assets was offset by a .4% decline in 
the net interest margin from 5.77% in 1996 to 5.35% in 1997. This decline
resulted from an increase in the balance of certificates of deposit 
liabilities and  fixed rate borrowings from the FHLBA during the second and
fourth quarters of  1996, the proceeds of which were invested primarily in
short-term investments as of March 31, 1997, pending anticipated redeployment
into higher yielding loans and securities.

         The following table sets forth for each category of interest-earning
assets and interest-bearing liabilities, the average amounts outstanding, the
interest  earned or paid on such amounts, and the average rate earned or paid
for the three months ended March 31, 1997 and 1996.





                                       5
<PAGE>   8

                      AVERAGE BALANCES AND INTEREST RATES
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                              Three Months Ended March 31,
                                        ========================================================================
                                                          1997                              1996
                                        ========================================================================
                                                        Interest                          Interest
                                            Average      Income/     Average    Average    Income/    Average
                                            Balance      Expense      Rate      Balance    Expense     Rate
                                          ==========   ==========   =========  =========  =========  ===========
<S>                                        <C>           <C>          <C>      <C>         <C>        <C>
INTEREST-EARNING ASSETS:
  Loans receivable, net(1)                  70,731         1,681        9.64%   69,981       1,670      9.68%
  Investment securities, taxable(2)          6,966           124        7.22%   12,629         163      5.23%
  Investment securities, nontaxable(2)(3)      165             2        4.92%      250           3      4.87%
  Federal Funds sold                         4,835            69        5.79%      653          13      8.07%
  Interest-earning deposits with banks(3)    9,536           103        4.38%    2,236          32      5.80%
                                          ---------    ----------    ---------  -------     -------   -------

    Total interest earning assets(3)        92,233         1,979        8.70%   85,749       1,881      8.90%
NONINTEREST-EARNING ASSETS:
  Cash and due from banks                    4,838                               4,419
  Other assets                               2,672                               3,028
                                          ---------                             -------
    Total noninterest-earning assets         7,510                               7,447
                                          ---------                             -------
Total assets                                99,743                              93,196
                                          =========                             =======



INTEREST BEARING LIABILITIES:
  Deposits:
    Interest-bearing demand (NOW)
      deposits                              14,161            67        1.92%   13,506          67      2.01%
    Savings deposits                         2,352            14        2.41%    2,328          15      2.61%
    Money market deposits                   21,052           185        3.56%   22,871         182      3.23%
    Time deposits                           27,124           366        5.47%   24,424         337      5.60%
    Other borrowings                         7,988           131        6.65%    4,575          61      5.41%
                                          ---------    ----------               -------     -------
Total interest-bearing liabilities          72,677           763        4.26%   67,704         662      3.97%
NONINTEREST-BEARING LIABILITIES:
  Non-interest bearing deposits             18,879                              17,791
  Other liabilities                          1,342                               1,252
                                          ---------                             -------
Total noninterest-bearing liabilities       20,221                              19,043
                                          ---------                             -------
Stockholders' equity                         6,845                               6,449
                                          ---------                             -------
  Total liabilities and stockholders'
     equity                                 99,743                              93,196
                                          =========                             =======

Net interest income                                        1,216                             1,219
                                                       ==========                           =======

Net interest margin(3)                                                  5.35%                           5.77%
                                                                     =========                        ========
</TABLE>
- --------------------------
(1) Non-accrual loan balances are included in the calculation of Average
    Balances - Loans Receivable, Net. Interest income on non-accrual
    loan balances is included in interest income to the extent that
    it has been collected.

(2) Average balance and average rate for investment securities are computed
    based on book value of securities held-to-maturity and cost basis of
    securities available-for-sale.

(3) Average rates on a fully tax equivalent basis are as follows:
<TABLE>
<CAPTION>
                                              1997          1996
                                              ----          ----
<S>                                          <C>           <C>
Investment securities, nontaxable             7.45%         7.37%
Total interest earning assets                 8.71%         8.90%
Net interest margin                           5.35%         5.77%
</TABLE>


                                       6

<PAGE>   9
PROVISION AND ALLOWANCE FOR LOAN LOSSES

         The Company maintains an allowance for loan losses ("Allowance") based
upon, among other things, such factors as historical experience, the volume and
type of loans in the portfolio, amount of nonperforming assets, regulatory
policies, generally accepted accounting principles, general economic conditions
and other factors related to the collectibility of loans in the portfolio. 
Provisions for loan losses are charged to income to bring the total allowance
for loan losses to a level deemed appropriate by management based on the
above-referenced factors.  Although management believes it uses the best
information available to make determinations with respect to the Allowance,
future adjustments may be necessary if such factors and conditions differ from
the assumptions used in making the initial determinations.  Based upon criteria
consistently applied during the periods, the Company's Allowance as of the end
of the first quarter of 1997 was $620,000 (0.88% of total loans) as compared to
$775,000 (1.09% of total loans) at March 31, 1996.

         In order to maintain an adequate Allowance, the Company charges
against earnings a provision for loan losses.  The first quarter provision for
loan losses was $21,000, unchanged  from  the first quarter of 1996 to the
first quarter of  1997, consistent with management's analysis of the level of
risk associated with the portfolio.  Management believes the Allowance is
adequate to absorb losses inherent in the loan portfolio

         Net charge-offs for the first quarter of 1997 were $227,000, or 1.28%
of average loans outstanding, on an annualized basis.  These charge-offs were
reflective of the circumstances described in the Company's Form 10-K for the
year ended December 31, 1996 which resulted in additional provisions for loan
losses in the fourth quarter of 1996. Management believes the current Allowance
to be sufficient based on its analysis, as reflected by the decrease in the
percentage of nonperforming loans from .75% to .25% of total loans and the
increase in the Allowance as a percentage of nonperforming loans to 346% from
147% compared to one year earlier.

         In view of the Company's plans to continue its loan growth with
increased emphasis on commercial loans (which are generally considered to be
more risky than loans secured by real estate), it is likely that the Company
will continue to maintain an adequate allowance for loan losses through future
provisions charged to income.  The Company does not presently anticipate that
such provisions will have a material adverse impact on the Company's results of
operations in future periods.

         The following table sets forth an analysis of the Company's Allowance
for the periods indicated:





                                       7
<PAGE>   10
                          ALLOWANCE FOR LOAN LOSSES
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                           Three Months Ended March 31,
                                        ----------------------------------
                                                1997            1996
                                        ----------------  ----------------
<S>                                     <C>               <C>
Average net loans outstanding                 70,731          69,981
                                        ================  ================

Loans outstanding at period-end               70,643          70,791
                                        ================  ================

  Total nonperforming loans                      179             529
                                        ================  ================

Beginning balance of allowance                   826             740
Loans charged-off:
  1-4 family residential mortgage                109               0
  Commercial real estate                          24               0
  Installment and Credit card loans              118              14

                                        ----------------  ----------------
Total loans charged off                          251              14
                                        ----------------  ----------------

Recoveries of previous charge-offs:
  1-4 family residential mortgage                  0               7
  Commercial real estate                          23              21
  Installment and Credit card loans                1               0

                                        ----------------  ----------------
Total recoveries                                  24              28
                                        ----------------  ----------------

Net loans charged-off                            227             (14)
                                        ----------------  ----------------

Provision for loan losses                         21              21
                                        ----------------  ----------------

Balance at end of period                         620             775
                                        ================  ================

Net charge-offs to averarge loans 
(annualized)                                    1.28%        (0.08%)
                                        ================  ================

Allowance as % of total loans                   0.88%           1.09%
                                        ================  ================

Nonperforming as % of total loans               0.25%           0.75%
                                        ================  ================

Allowance as % of nonperforming                  346%            147%
                                        ================  ================
</TABLE>



                                       8
<PAGE>   11

NONINTEREST INCOME

         Total noninterest income increased $90,000 or 49% from $182,000 to
$272,000 for the three months ended March 31, 1997 as compared to the same
period in 1996.  Substantially all of  the increase is attributable to revenues
from the Company's credit card program.


NONINTEREST EXPENSE

         Total noninterest expense was $1,191,000 for the first quarter of
1997,  an increase of $88,000 or 8% from $1,103,000 for the first quarter of
1996.  The increase is due to higher levels of spending on printing (which
comprised $24,000 of the increase in other operating expenses), depreciation of
$27,000, and data processing of $24,000.  These increased costs relate to the
implementation of various parts of management's strategic plan to focus on
marketing and use of technology.


INCOME TAX EXPENSE

         Income tax expense increased approximately $2,000 to $106,000 for the
first three months of 1997 as compared to $104,000 for the same period of 1996.
The increase is due to an increase in the costs associated with doing business
in multiple state jurisdictions.


LIQUIDITY

         The Company's Asset/Liability Management Policy is intended to
maintain adequate liquidity for the Bank and thereby enhance its ability to
raise funds to support asset growth, meet deposit withdrawals and lending
needs, maintain reserve requirements and otherwise sustain operations.  The
Company accomplishes this primarily through management of the maturities of its
interest-earning assets and interest-bearing liabilities.

         Asset liquidity is provided by cash and assets which are readily
marketable, or which can be pledged, or which will mature in the near future.
The asset liquidity of the Bank is maintained in the form of vault cash, demand
deposits with commercial banks, federal funds sold, interest bearing deposits
with other financial institutions, short-term investment securities, other
investment securities available-for-sale, and short-term loans.  The Company's
management monitors liquidity requirements as warranted by interest rate
trends, changes in the economy and the maturity schedule and interest rate
sensitivity of the investment and loan portfolios and deposits.

         Liability liquidity is provided by access to core funding sources,
principally various customers' interest-bearing and noninterest-bearing deposit
accounts in the Company's market area. The Bank does have the ability to
solicit brokered deposits.  Federal funds purchased and short-term borrowings
by the Bank are additional sources of liquidity.  These sources of liquidity
are short-term in nature and are used by the Bank as necessary to fund asset
growth and meet short-term liquidity needs.   Available borrowing arrangements
maintained by the Bank include lines of credit at the FHLBA and larger
correspondent banks.  The Company believes that the Bank's present liquidity
position is adequate to meet its current and future needs.

         The Company's cash flows are composed of three classifications: cash
flows from operating activities, cash flows from investing activities, and cash
flows from financing activities.  For the three months ended March 31, 1997,
liquidity was enhanced primarily by net cash provided by operating activities
of $496,000 and net cash provided by financing activities of $436,000, offset
by net cash used in investing activities of $9,494,000.  The increase in net 
cash provided by operating activities was  primarily attributable to net 
income of $170,000 and other non-cash adjustments.  The increase in net cash 
provided by financing activities was primarily the result of an increase in 
the volume of certificates of deposits.  The increase in net cash used in
investing activities was primarily attributable to a shift in liquid assets 
from cash and cash equivalents (especially federal funds sold) into 
interest-bearing deposits in other banks.


CAPITAL RESOURCES

         Total stockholders' equity as of March 31, 1997 was $6,941,000, an
increase of approximately $191,000 or 2.8% compared with stockholders' equity
of $6,750,000 as of December 31, 1996.  Net income for the three months ended
March 31, 1997 was $170,000.  In addition to these retained earnings,
stockholders' equity was also augmented by the issuance of $36,000 worth of new
common stock in connection with the exercise of outstanding warrants and stock
options.

         There are no regulatory capital requirements applicable to the
Company, because it has total consolidated assets of less than $150 million.
The Bank, however, is required to comply with capital standards promulgated by
the Office of the Controller of the Currency ("OCC").  The OCC has established
certain minimum risk-based capital standards that apply to national banks.  The
Bank's risk-based capital ratios remain above the levels designated as "Well
Capitalized" on March 31, 1997, with Tier-1 Capital, Total Risk-Based Capital
and Leverage Capital Ratios of 9.30%, 10.14% and 6.69%, respectively.


                                      9

<PAGE>   12
                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not applicable.

ITEM 2.  CHANGES IN SECURITIES

         (a)  Not applicable.
         (b)  Not applicable.
         (c)  Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

ITEM 5.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  The following exhibits are filed with this reports:

         EXHIBIT
         NUMBER            DESCRIPTION OF EXHIBIT

         11                Computation of Per Share Earnings.

         27                Financial Data Schedule.

         (b)  No reports on Form 8-K were filed by the Company during
              the three months ended March 31, 1997.





                                       10
<PAGE>   13
                                   SIGNATURES

         Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      CENTURY BANCSHARES INC.
                                              (Registrant)


Date: May 14, 1997                           By:   /s/ JOSEPH S. BRACEWELL
                                                   ------------------------
                                             Joseph S. Bracewell
                                             Chairman of the Board, President
                                             and Chief Executive Officer





                                       11

<PAGE>   1
                                                                     EXHIBIT 11


                            CENTURY BANCSHARES, INC.
                Statement Re: Computation of Per Share Earnings

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                              March 31,
                                                         1997           1996
                                                     ============   ============
<S>                                                   <C>           <C>
PRIMARY:

Weighted average common shares outstanding             1,209,755      1,175,789

Dilutive effect of stock options                          57,915         57,158

Dilutive effect of stock warrants                         47,914              -
                                                     ------------   ------------

Primary weighted average common share and common
stock equivalents outatnding                           1,315,584      1,232,947
                                                     ============   ============


Net income applicable to common stock                 $  169,904     $  172,840
                                                     ============   ============

Primary earnings per share                                  0.13           0.14
                                                     ============   ============


FULLY DILUTED:

Weighted average common shares outstanding             1,209,755      1,175,789

Dilutive effect of stock options                          65,723         64,865

Dilutive effect of stock warrants                         63,812              -
                                                     ------------   ------------

Fully diluted weighted average common share and
common stock equivalents outatnding                    1,339,290      1,240,654
                                                     ============   ============

Net income applicable to common stock                   $169,904       $172,840
                                                     ============   ============

Fully diluted earnings per share                            0.13           0.14
                                                     ============   ============
</TABLE>




<TABLE> <S> <C>

<ARTICLE> 9 
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1997
<CASH>                                       5,483,333
<INT-BEARING-DEPOSITS>                      16,412,190
<FED-FUNDS-SOLD>                             5,754,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                  5,960,858
<INVESTMENTS-CARRYING>                       1,092,276
<INVESTMENTS-MARKET>                         1,092,955
<LOANS>                                     70,643,221
<ALLOWANCE>                                    619,679
<TOTAL-ASSETS>                             108,036,686
<DEPOSITS>                                  91,763,275
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                          1,254,715
<LONG-TERM>                                  8,078,120
                                0
                                          0
<COMMON>                                     1,158,267
<OTHER-SE>                                   5,782,309
<TOTAL-LIABILITIES-AND-EQUITY>             108,036,686
<INTEREST-LOAN>                              1,681,239
<INTEREST-INVEST>                              125,855
<INTEREST-OTHER>                               171,986
<INTEREST-TOTAL>                             1,979,080
<INTEREST-DEPOSIT>                             631,830
<INTEREST-EXPENSE>                             130,981
<INTEREST-INCOME-NET>                        1,216,269
<LOAN-LOSSES>                                   21,000
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                              1,191,414
<INCOME-PRETAX>                                276,265
<INCOME-PRE-EXTRAORDINARY>                     276,265
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   106,361
<EPS-PRIMARY>                                     0.13
<EPS-DILUTED>                                     0.13
<YIELD-ACTUAL>                                     8.7
<LOANS-NON>                                    179,000
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                               161,259
<LOANS-PROBLEM>                              2,097,289
<ALLOWANCE-OPEN>                               825,876
<CHARGE-OFFS>                                  251,000
<RECOVERIES>                                    24,000
<ALLOWANCE-CLOSE>                              619,679
<ALLOWANCE-DOMESTIC>                           619,679
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        619,679
        

</TABLE>


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