<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
At May 14, 1998, there were 2,256,097 shares of the registrant's
Common Stock, par value $1.00 per share outstanding.
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
For The Quarter Ended March 31, 1998
TABLE OF CONTENTS
PAGE
PART I
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 18
PART II
Item 1. Legal Proceedings 19
Item 2. Changes in Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 5. Other Information 19
Item 6. Exhibits and Reports on Form 8K 19
(a) The following exhibits are filed with this report:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
27 Financial Data Schedule
(b) No Reports on Forms 8-K were filed by the Company
during the three months ended March 31, 1998.
-i-
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Condensed Financial Information
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
Consolidated Statements of Financial Condition
March 31, 1998 and 1997, and December 31, 1997
<TABLE>
<CAPTION>
March 31, March 31, December 31,
1998 1997 1997
(Unaudited) (Unaudited)
----------------- ----------------- -----------------
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 6,115,795 $ 5,483,333 $ 7,069,139
Federal funds sold 6,400,000 5,754,000 5,000,000
Interest bearing deposits in other banks 10,549,235 16,412,190 22,223,037
Investment securities available-for-sale, at fair value 16,656,224 6,888,208 15,776,517
Investment securities, at cost, fair value of $2,923,821,
$164,926 and $3,634,867 at March 31, 1998,
March 31, 1997 and December 31, 1997, respectively 2,858,479 164,926 3,632,076
Loans, net of unearned income 96,299,369 70,643,221 94,171,450
Less: allowance for loan losses (1,023,339) (619,679) (887,046)
----------------- ----------------- -----------------
Loans, net 95,276,030 70,023,542 93,284,404
Leasehold improvements, furniture, and equipment, net 1,656,230 1,457,025 1,708,987
Accrued interest receivable 828,495 485,777 922,327
Other real estate owned 52,000 - 52,000
Deposit premium 1,688,384 265,917 1,735,768
Net deferred taxes 680,601 467,774 693,360
Other assets 605,869 633,994 542,012
----------------- ----------------- -----------------
Total Assets $ 143,367,342 $ 108,036,686 $ 152,639,627
----------------- ----------------- -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing $ 23,441,260 $ 21,716,779 $ 26,225,119
Interest-bearing 97,216,444 70,046,496 103,379,913
----------------- ----------------- -----------------
Total deposits 120,657,704 91,763,275 129,605,032
Other borrowings 7,681,871 8,078,120 8,198,843
Other liabilities 1,301,187 1,254,715 1,300,226
----------------- ----------------- -----------------
Total Liabilities 129,640,762 101,096,110 139,104,101
Stockholders' Equity:
Common stock, $1 par value; 5,000,000 shares authorized;
2,224,217, 1,158,267 and 2,209,229 shares issued and
outstanding at March 31, 1998 and 1997, and
December 31, 1997, respectively 2,224,217 1,158,267 2,209,229
Additional paid in capital 10,706,056 4,894,903 10,695,480
Retained earnings 783,536 948,961 651,646
Accumulated Other Comprehensive Income:
Unrealized gain (loss) on investment securities
available-for-sale, net of tax effect 12,771 (61,555) (20,829)
----------------- ----------------- -----------------
Total Stockholders' Equity 13,726,580 6,940,576 13,535,526
----------------- ----------------- -----------------
Total Liabilities and Stockholders' Equity $ 143,367,342 $ 108,036,686 $ 152,639,627
----------------- ----------------- -----------------
</TABLE>
See accompanying notes to consolidated financial statements.
-1-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
Consolidated Statements of Operations
Three Months Ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1998 March 31, 1997
----------------- -----------------
<S> <C> <C>
Interest income:
Interest and fees on loans $ 2,333,592 $ 1,681,239
Interest on federal funds sold 73,760 68,742
Interest on deposits in other banks 258,282 103,244
Interest on securities available-for-sale 215,428 123,967
Interest on securities held-to-maturity 82,552 1,888
----------------- -----------------
Total interest income 2,963,614 1,979,080
Interest expense:
Interest on deposits:
Savings accounts 192,708 14,444
NOW accounts 92,224 67,002
Money market accounts 233,220 184,920
Certificates under $100,000 360,397 177,423
Certificates $100,000 and over 222,680 188,041
----------------- -----------------
Total interest on deposits 1,101,229 631,830
Interest on other borrowings 126,289 130,981
----------------- -----------------
Total interest expense 1,227,518 762,811
----------------- -----------------
Net interest income 1,736,096 1,216,269
Provision for loan losses 193,000 21,000
----------------- -----------------
Net interest income after provision for loan losses 1,543,096 1,195,269
Noninterest income:
Service charges on deposit accounts 98,437 118,502
Other operating income 152,208 153,908
----------------- -----------------
Total noninterest income 250,645 272,410
Noninterest expense:
Salaries and employee benefits 603,579 488,110
Occupancy and equipment expense 205,923 138,946
Professional fees 190,689 102,709
Data processing 167,633 135,166
Depreciation and amortization 165,751 124,949
Communications 63,517 46,207
Federal deposit insurance premiums 6,260 1,200
Other operating expenses 166,832 154,127
----------------- -----------------
Total noninterest expense 1,570,184 1,191,414
----------------- -----------------
Income before income tax expense 223,557 276,265
Income tax expense 91,667 106,361
----------------- -----------------
Net income $ 131,890 $ 169,904
----------------- -----------------
Basic income per common share $ 0.06 $ 0.14
Diluted income per common share 0.06 0.13
Weighted-average common shares outstanding 2,214,022 1,209,755
</TABLE>
See accompanying notes to consolidated financial statements.
-2-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
Consolidated Statements of Stockholders' Equity
Three Months Ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
Accumulated
Other Comprehensive
Income
-------------------
Unrealized gain (loss)
on investment
Common Additional securities Total
stock paid in Retained available-for-sale, Stockholders'
$1.00 par capital earnings net of tax effect Equity
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1996 $ 1,146,028 $ 4,870,856 $ 779,057 $ (45,900) $ 6,750,041
Comprehensive Income
Net income 169,904 169,904
Unrealized loss on invest.
securities available-for-sale,
net of tax effect (15,655) (15,655)
--------------------------------------------------------------------------------------
Total Comprehensive Income - - 169,904 (15,655) 154,249
Exercise of common stock
options- 12,239 shares 12,239 24,047 36,286
--------------------------------------------------------------------------------------
Balance, March 31, 1997 $ 1,158,267 $ 4,894,903 $ 948,961 $ (61,555) $ 6,940,576
--------------------------------------------------------------------------------------
Balance, December 31, 1997 $ 2,209,229 $ 10,695,480 $ 651,646 $ (20,829) $ 13,535,526
Comprehensive Income
Net income 131,890 131,890
Unrealized gain on invest.
securities available-for-sale,
net of tax effect 33,600 33,600
--------------------------------------------------------------------------------------
Total Comprehensive Income - - 131,890 33,600 165,490
Exercise of common stock
options- 13,469 shares 13,469 4,321 17,790
Exercise of warrants-
1,519 shares 1,519 6,255 7,774
--------------------------------------------------------------------------------------
Balance, March 31, 1998 $ 2,224,217 $ 10,706,056 $ 783,536 $ 12,771 $ 13,726,580
--------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, 1998 March 31, 1997
----------------- -----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 131,890 $ 169,904
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 165,751 124,949
Provision for loan losses 193,000 21,000
(Increase) decrease in accrued interest receivable 93,832 23,790
(Increase) decrease in other assets (69,191) (104,369)
Increase (decrease) in other liabilities 961 269,834
----------------- -----------------
Total adjustments 384,353 335,204
----------------- -----------------
Net cash provided by operating activities 516,243 505,108
----------------- -----------------
Cash flows from investing activities:
Net increase in loans (2,184,626) (194,062)
Net decrease (increase) in interest bearing deposits in other banks 11,673,802 (9,589,113)
Purchases of securities available-for-sale (1,998,440) -
Purchases of securities held-to-maturity - (134,031)
Repayments and maturities of securities available-for-sale 1,170,426 437,498
Repayments and maturities of securities held-to-maturity 773,597 -
Net purchase of leasehold improv., furn. and equipment (65,610) (14,572)
----------------- -----------------
Net cash provided by (used in) investing activities 9,369,149 (9,494,280)
----------------- -----------------
Cash flows from financing activities:
Net decrease in demand, savings, NOW and
money market deposit accounts (5,117,028) (6,017,249)
Net (decrease) increase in certificates of deposit (3,830,300) 6,795,314
Net decrease in other borrowings (314,533) (387,757)
Repayment of long-term debt (202,439) -
Net proceeds from issuance of common stock 25,564 36,286
----------------- -----------------
Net cash (used in) provided by financing activities (9,438,736) 426,594
----------------- -----------------
Net increase (decrease) in cash and cash equivalents 446,656 (8,562,578)
Cash and cash equivalents, beginning of year 12,069,139 19,799,911
----------------- -----------------
Cash and cash equivalents, end of period $ 12,515,795 $ 11,237,333
----------------- -----------------
Supplemental disclosures of cash flow information:
Interest paid on deposits and borrowings $ 1,240,058 $ 703,671
Income taxes paid 27,000 -
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 1998 and 1997
(1) Basis of Presentation
The unaudited consolidated financial statements as of and for the three
months ended March 31, 1998 and 1997 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 dates 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 Company's 1997 Annual Report on Form 10-K filed with the Securities and
Exchange Commission. The results of operations for the three months ended March
31, 1998 are not necessarily indicative of the results of operations that may be
expected for the year ending December 31, 1998 or any future periods. Certain
prior period balances have been restated to conform with the current period.
(2) Investment Securities
Investment securities available-for-sale, and their contractual maturities, at
March 31, 1998 are summarized as follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Obligations of U.S. treasury and
government agencies:
Within one year $ 4,372,440 $ 11,926 $ 1,409 $ 4,382,957
After one, but within five years 7,521,798 32,754 61 7,554,491
After five, but within ten years 1,757,773 2,239 - 1,760,012
After ten years 744,464 1,387 7,676 738,175
---------------------------------------------------------------
Total 14,396,475 48,306 9,146 14,435,635
Collateralized mortgage obligations:
After ten years 1,181,951 - 19,512 1,162,439
Federal Reserve Bank stock 236,350 - - 236,350
Federal Home Loan Bank stock 821,800 - - 821,800
---------------------------------------------------------------
Total investment securities available-for-sale $ 16,636,576 $ 48,306 $ 28,658 $ 16,656,224
---------------------------------------------------------------
</TABLE>
Investment securities held-to-maturity at March 31, 1998, are summarized as
follows:
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Obligations of U.S. treasury, municipals, and
government agencies:
Within one year $ 64,982 $ 186 $ - $ 65,168
After one, but within five years 499,720 1,700 - 501,420
After ten years 293,984 - 695 293,289
---------------------------------------------------------------
Total 858,686 1,886 695 859,877
Other securities:
After one, but within five years 1,000,000 30,243 - 1,030,243
After five, but within ten years 999,793 33,908 - 1,033,701
---------------------------------------------------------------
Total investment securities held-to-maturity $ 2,858,479 $ 66,037 $ 695 $ 2,923,821
---------------------------------------------------------------
</TABLE>
-5-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 1998 and 1997
(3) Income per Common Share
In 1997, SFAS No. 128, "Earnings Per Share" was issued. SFAS No. 128
requires income per share to be presented under two computations: basic and
diluted income per share. Basic income per share is calculated by dividing net
income (after deduction of preferred dividends), by the weighted-average common
shares outstanding. Diluted income per share is calculated by dividing net
income (after deduction of preferred dividends) by the sum of weighted-average
common shares and common stock equivalents. SFAS No. 128 was implemented on
December 31, 1997, with prior periods restated in conformity with SFAS No. 128.
On April 22, 1997, the Company declared a 5 percent stock dividend to common
stock shareholders of record as of May 7, 1997, resulting in the issuance of
57,793 shares. Weighted-average shares outstanding and income per common share
have been restated for the effect of the stock dividends.
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------------------
1998 1997
--------------- ---------------
<S> <C> <C>
Basic Income Per Share:
Net income applicable to common stock $131,890 $169,904
Weighted-average common shares outstanding 2,214,022 1,209,755
Basic income per share $0.06 $0.14
Diluted Income Per Share:
Net income applicable to common stock $131,890 $169,904
Weighted-average common shares outstanding 2,214,022 1,209,755
Dilutive effect of warrants and stock options 185,492 105,829
--------------- ---------------
Diluted weighted-average common shares outstanding 2,399,514 1,315,584
Diluted income per share $0.06 $0.13
</TABLE>
(4) Stock Option Plans
Stock option transactions for the three months ended March 31, 1998 and 1997 are
summarized as follows:
<TABLE>
<CAPTION>
1998 1997
----------------------------------------------------------
Weighted- Weighted-
Average Average
Exercise Exercise
Shares Price Shares Price
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Outstanding at beginning of year 176,614 $ 4.68 155,733 $ 3.81
Granted 14,000 10.63 - -
Exercised (13,469) 3.02 (11,567) 2.57
Forfeited (731) 6.20 (1,353) 5.44
----------------------------------------------------------
Outstanding at end of period 176,414 $ 5.28 142,813 $ 3.90
----------------------------------------------------------
</TABLE>
-6-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 1998 and 1997
(5) New Financial Accounting Standards
In June 1997, SFAS No. 130 "Reporting Comprehensive Income," and No. 131
"Disclosures about Segments of an Enterprise and Related Information" were
issued. SFAS No. 130 requires that certain financial activity normally disclosed
in stockholders' equity be reported in the statement of operations as an
adjustment to net income in computing comprehensive income. Items applicable to
the Company would be gain/loss on investment securities and preferred stock
dividends. Accumulated comprehensive income components should be reported under
a separate caption in the statements of condition and stockholders' equity. SFAS
No. 130 is effective January 1, 1998, including restatement of prior periods in
conformity with this new presentation. The Company implemented SFAS No. 130 in
January 1998, which did not have any financial impact on the Company or its
operations for the three months ended March 31, 1998. The Company chose to
disclose comprehensive income under an alternative presentation, thus
comprehensive income is disclosed, net of taxes, in the Statements of Condition
and as a separate component in the Statements of Changes in Stockholders'
Equity.
SFAS No. 131 requires the reporting of selected segmented information in
quarterly and annual financial reporting. Information from operating segments is
derived from methods used by the Company's management to measure performance and
allocate resources. The Company is required to disclose the basis for
identifying segments and the services and products offered in each segment.
Additionally, the Company should disclose the earnings, revenues and assets of
each segment. SFAS No. 131 is effective January 1, 1998, including the
restatement of prior periods reported consistent with SFAS No. 131, if
practical. The Company does not have any reportable segments as defined in SFAS
No. 131, and thus has not made any additional segment disclosures in this
report.
In February 1998, SFAS No. 132 "Employers' Disclosures about Pensions and
Other Postretirement Benefits-- an amendment of FASB Statements No. 87, 88, and
106" was issued. SFAS No. 132 revises employers' disclosures about pensions and
other postretirement benefit plans. Overall, this statement does not change
measurement or recognition for such plans, however, it does standardize the
disclosure requirements for benefit plans to the extent practicable as well as
requiring additional disclosures regarding benefit changes and the fair value of
plan assets. This statement is effective for fiscal years beginning after
December 15, 1997, with earlier adoption encourage. The Company is reviewing the
impact of this new pronouncement and will report additional information on its
adoption in subsequent reports.
-7-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
March 31, 1998 and 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
Century Bancshares, Inc., a Delaware corporation ("Company"), and a
registered bank holding company under the Bank Holding Company Act of 1956, as
amended ("BHCA"), was incorporated and organized in 1985. The Company began
active operations in 1986 with the acquisition of its subsidiary, Century
National Bank ("Bank"), a full service bank which opened for business in 1982.
The Bank 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., Washington, D.C., a branch office located at 1275 Pennsylvania
Avenue, N.W., two offices in Northern Virginia at 8251 Greensboro Drive and 6832
Old Dominion Drive, McLean, Virginia, and a branch office at 4625 Wisconsin
Avenue, Bethesda, Maryland. The Company's principal executive offices are
located at 1275 Pennsylvania Avenue, N.W., Washington, D.C. 20004.
Net Income
For the three months ended March 31, 1998, the Company's net income was
$132 thousand, or $0.06 per diluted share, compared with $170 thousand for the
first three months of 1997, or $0.13 per diluted share. The 22.4% decline in net
income was primarily attributable to a 31.8% increase in non-interest expenses
resulting from a significant increase in the Company's scope of operations
including the opening of three new branches, together with an 819% increase in
the provision for loan losses resulting from a higher volume of loans
outstanding, a rising trend in Company's historical loan charge-off experience,
and an increase in the volume of nonperforming loans. These increased expenses
were partially offset by a 42.7% increase in net interest income which resulted
primarily from the Company's increased size in terms of earning assets. The
57.4% decline in earnings per share was even more significant on a percentage
basis than the decline in net income because the weighted average number of
common shares outstanding, on a fully diluted basis, increased 82.4% between the
periods, primarily as a result of the sale of additional shares of Common Stock
in a public offering completed in the third quarter of 1997. Return on average
assets was 0.36% for the first quarter of 1998, compared with 0.69% for 1997.
Return on average common equity was 3.91% for the quarter ended March 31, 1998,
compared with 10.07% for the same period in 1997. Total stockholders' equity to
total assets at March 31, 1997, was 9.58% vs. 6.42% at March 31, 1997.
Net Interest Income
Net interest income before provision for loan losses was $1.7 million for
the three months ended March 31, 1998, compared with net interest income of $1.2
million for the three months ended March 31, 1997, an increase of $520 thousand,
or 42.7%. The increase in net interest income between the periods is
attributable to an increase in average-earning assets to $137.6 million during
the first quarter of 1998, compared to total average-earning assets of $92.2
million for the same period in 1997. Additionally, average interest-bearing
liabilities increased to $109.8 million during the first quarter of 1998,
compared with $72.7 million in 1997. Thus, average interest-earning assets
increased $45.4 million, or 49.2%, between the periods, partially offset by an
increase in average interest-bearing liabilities of $37.1 million, or 51.0%. The
increases in both average earning assets and interest-bearing liabilities
resulted primarily from the purchase of a branch in Virginia during the fourth
quarter of 1997, which increased loans and deposits by $9.0 million and $28.0
million, respectively. The additional growth was primarily the result of
internal loan and deposit growth between the periods (see the "Average Balances
and Interest Rates" table) .
-8-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
March 31, 1998 and 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
Net Interest Income, Continued
The Company's net interest income is affected by changes in the amount and
mix of interest-earning assets and interest-bearing liabilities, while also
being affected by changes in yields earned on interest-earning assets and rates
paid on deposits and other interest-bearing funds. The net interest margin for
the quarter ended March 31, 1998 was 5.12%, a decrease of 23 basis points from
5.35% for the first quarter of 1997. This decrease was primarily the result of
increases in rates paid on deposits assumed in connection with the McLean branch
acquisition in 1997, as well as higher rates offered by the Company in response
to increased competition for deposits in the Washington, D.C. area. The
following table sets forth the averages of interest earned or paid by
significant categories of interest earning assets and interest bearing
liabilities for the three month periods ending March 31, 1998 and 1997.
-9-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
March 31, 1998 and 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------------------------------------------------------------------
1998 1997
------------------------------------------- -------------------------------------------
Interest Interest
Average Income/ Average Average Income/ Average
Balance Expense Rate Balance Expense Rate
------------------------------------------- -------------------------------------------
($ in thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-Earning Assets
Loans, net (1) $ 94,262 $ 2,334 10.04% $ 70,731 $ 1,681 9.64%
Investment securities (2) 19,217 298 6.29% 7,131 126 7.17%
Federal funds sold 5,417 74 5.53% 4,835 69 5.79%
Interest bearing deposits
with banks 18,720 258 5.60% 9,536 103 4.38%
------------------------------------------- -------------------------------------------
Total interest-earning assets 137,616 2,964 8.73% 92,233 1,979 8.70%
Cash and due from banks 5,281 4,838
Other assets 4,795 2,672
-------------- --------------
Total Assets $ 147,692 99,743
-------------- --------------
Interest-Bearing Liabilities
Interest-Bearing Deposits:
NOW accounts $ 18,685 $ 92 2.00% $ 14,161 $ 67 1.92%
Savings accounts 17,012 193 4.59% 2,352 14 2.41%
Money market accounts 24,198 233 3.91% 21,052 185 3.56%
Time deposits 42,202 583 5.60% 27,124 366 5.47%
Borrowings and
notes payable 7,677 127 6.67% 7,988 131 6.65%
------------------------------------------- -------------------------------------------
Total interest-bearing
liabilities 109,774 1,228 4.53% 72,677 763 4.26%
------------------------------------------- -------------------------------------------
Non-interest bearing deposits 22,929 18,879
Other liabilities 1,323 1,342
-------------- --------------
Total liabilities 134,026 92,898
Stockholders' equity 13,666 6,845
-------------- --------------
Total liabilities and
stockholders' equity $ 147,692 $ 99,743
-------------- --------------
Net interest income and spread $ 1,736 4.20% $ 1,216 4.44%
----------------------------- -----------------------------
Net interest margin 5.12% 5.35%
-------------- --------------
</TABLE>
[FN]
(1) Non-accrual loan balances are included in the calculation of Average
Balances - Loans, 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.
</FN>
-10-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
March 31, 1998 and 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
Noninterest Income
Noninterest income totaled $251 thousand for the first three months on
1998, a $21 thousand decrease when compared with the first three months of 1997,
which totaled $272 thousand (see table below). The decrease between the periods
was primarily the result of decreases in deposit service charges, caused by
decreases in transaction-based accounts over the past twelve months. Reductions
in credit card and merchant fees totaling $18 thousand, or 13.6%, was the result
of decreases in merchant fees. These decreases were partially offset by
increases in commission, fee and other income totaling $16 thousand between the
periods.
Noninterest Income
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31, Change
----------------------------------------------------------
1998 1997 $ %
----------------------------------------------------------
<S> <C> <C> <C> <C>
Service charges on deposit accounts $ 98,437 $ 118,502 $ (20,065) -16.9%
Credit card and merchant fees 115,475 133,639 (18,164) -13.6%
Commission an other fee income 25,152 9,775 15,377 157.3%
Other income 11,581 10,494 1,087 10.4%
----------------------------------------------------------
Total noninterest income $250,645 $ 272,410 $(21,765) -8.0%
----------------------------------------------------------
</TABLE>
Noninterest Expense
Noninterest expense totaled $1.6 million for the first quarter of 1998, an
increase of $379 thousand, or 31.8%, when compared with 1997's total noninterest
expense of $1.2 million. This increase was principally the result of three new
retail banking locations opened during 1997. This significant increase in the
scope of the Company's operations was accompanied by increases in most of the
operating expense categories, including salaries and benefits, which increased
$115 thousand, or 23.7%, and professional fees and occupancy-related expenses,
which increased $88 thousand and $67 thousand, respectively.
Noninterest Expense
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31, Change
----------------------------------------------------------
1998 1997 $ %
----------------------------------------------------------
<S> <C> <C> <C> <C>
Salaries and employee benefits $ 603,579 $ 488,110 $ 115,469 23.7%
Occupancy and equipment expense 205,923 138,946 66,977 48.2%
Professional fees 190,689 102,709 87,980 85.7%
Data Processing 167,633 135,166 32,467 24.0%
Depreciation and amortization 165,751 124,949 40,802 32.7%
Communications 63,517 46,207 17,310 37.5%
Other expenses 173,092 155,327 17,765 11.4%
----------------------------------------------------------
Total noninterest expense $1,570,184 $1,191,414 $ 378,770 31.8%
----------------------------------------------------------
</TABLE>
-11-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
March 31, 1998 and 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
Investments
The Company's investment portfolio of $19.5 million as of March 31, 1998
consisted mostly of U.S. Treasury and government agency obligations. This
represented an increase of $12.5 million, or 176.7%, compared with the
investment portfolio total of $7.0 million at March 31, 1997. This substantial
increase was the result of liquidity obtained from the purchase of a retail
banking branch in Virginia in the fourth quarter of 1997. The Company's
investment portfolio at March 31, 1997, consisted primarily of U.S. government
agency obligations and mortgage-backed securities (see Note 2-- "Investment
Securities").
Investment securities held-to-maturity are stated at cost, adjusted for
amortization of premium and accretion of discount. Investment securities
available-for-sale are stated at fair value.
Loans
The Company presently is, and in the future expects to remain, a middle
market banking organization serving professionals and businesses with interests
in and around the Washington, D.C., metropolitan area. Most of the Company's
loan portfolio is collateralized by first mortgages and home equity lines of
credit on residential real estate. Although residential real estate loans
increased over the past twelve months as a result of the mortgage loan portfolio
acquired in connection with the Virginia branch acquisition, the Company
anticipates that this concentration will decline, as the Company continues its
emphasis on the development of new commercial loan business, including
commercial real estate loans. Most of the Company's commercial real estate loans
are secured by owner-occupied properties with borrowers that are also banking
customers of the Company. As of March 31, 1998 and 1997, approximately $59.2
million (61.4%) and $40.1 million (41.6%) of the Company's total loan portfolio,
respectively, consisted of loans secured by real estate, of which one-to-four
family residential mortgage loans and home equity lines of credit represented
$31.5 million (32.7%) and $24.3 million (25.2%), respectively, of the Company's
total loan portfolio.
<TABLE>
<CAPTION>
March 31,
----------------------------------------------------------
1998 1997
----------------------------------------------------------
Type of loan ( in thousands): $ % $ %
----------------------------------------------------------
<S> <C> <C> <C> <C>
1-4 family residential mortgage $ 24,365 25.3% $ 17,483 24.7%
Home equity loans 7,160 7.4% 6,812 9.6%
Multifamily residential 1,851 1.9% 1,954 2.8%
Construction 983 1.0% 342 0.5%
Commercial real estate 24,887 25.8% 13,512 19.1%
Commercial loans 25,680 26.7% 19,432 27.5%
Installment and credit card loans 10,951 11.4% 10,497 14.8%
Other loans 480 0.5% 676 1.0%
----------------------------------------------------------
Gross loans 96,357 100.0% 70,708 100.0%
--------------- ---------------
Less: Unearned income 58 65
-------------- ---------------
Total loans, net of unearned $ 96,299 $ 70,643
-------------- ---------------
</TABLE>
-12-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
March 31, 1998 and 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
Asset Quality
In originating loans, the Company recognizes that credit losses will be
experienced and the risk of loss will vary with, among other things, general
economic conditions, the type of loan being made, the creditworthiness of the
borrower over the term of the loan and, in the case of a collateralized loan,
the quality of the collateral for such loan. The Company maintains an allowance
for loan losses based upon, among other things, such factors as historical
experience, the volume and type of lending conducted by the Company, the amount
of nonperforming assets, regulatory policies, generally accepted accounting
principles, general economic conditions, and other factors related to the
collectibility of loans in the Company's portfolios. In addition to unallocated
allowances, specific allowances are provided for individual loans when ultimate
collection is considered questionable by management after reviewing the current
status of loans which are contractually past due and after considering the net
realizable value of the collateral for the loan.
Management actively monitors the Company's asset quality in a continuing
effort to charge-off loans against the allowance for loan losses when
appropriate and to provide specific loss allowances when necessary. Although
management believes it uses the best information available to make
determinations with respect to the allowance for loan losses, future adjustments
may be necessary if actual economic conditions and other assumptions differ from
those used in making the initial determinations. At March 31, 1998, the
allowance for loan losses amounted to $1.0 million, or 1.06% of total loans.
This represents an increase in the allowance compared to $887 thousand, or 0.94%
of total loans as of December 31, 1997, and $620 thousand, or 0.88% of total
loans as of March 31, 1997. The Company has increased the allowance, as a
percentage of total loans outstanding, to reflect the upward trend in loan
charge-offs experienced by the Company over the past two years, as well as an
increase in the volume of nonperforming loans. The allowance for loan losses as
a percentage of nonperforming loans was 88% at March 31, 1998, compared to 127%
at December 31, 1997 and 346% at March 31, 1997.
Total nonperforming loans were $1.2 million, compared with $750 thousand at
December 31, 1997 and $179 thousand at March 31, 1997. The increase in
nonperforming assets from year-end 1997 was the result of two commercial
borrowers being placed on nonaccrual status during the first quarter of 1998
totaling $498 thousand and one commercial borrower reaching 90 days delinquent
status but still accruing at March 31, 1998, for a total of $394 thousand. These
increases were partially offset by a $624 thousand residential loan returning to
accrual status during the quarter. Of the $1.2 million in nonperforming loans as
of March 31, 1998, approximately $394 thousand was secured by a first lien on
commercial real estate and $74 thousand was guaranteed by the Small Business
Administration. The remaining $700 thousand in nonperforming loans were either
unsecured, secured by various business assets, or secured by junior liens on
real estate. Within its analysis of the allowance for loan losses, the Company
estimated loss exposure of approximately $300 thousand attributable to this
latter group of loans.
-13-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
March 31, 1998 and 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
Asset Quality , Continued
The Company's recent historical charge-off experience has primarily
occurred in connection with consumer loans (1-4 family residential mortgage,
home equity, installment and credit card loans). The Company believes its
experience in this regard is consistent with national trends. In response, the
Company during 1997 strengthened its underwriting criteria for approval of such
loans, particularly in connection with its credit card program. Net charge-offs
were $57 thousand during the first quarter of 1998, a 75% decline compared to
$227 thousand during the same period of 1997. Notwithstanding this recent
improvement, the increased loss experience in recent years continues to affect
the Company's analysis of the required allowance as a percentage of total loans.
Of the $1.2 million in nonperforming loans as of March 31, 1998,
approximately $1.1 million were commercial loans and $88 thousand were consumer
loans. The Company's strategy in recent years has been to increase its
commercial loan business significantly, and the volume of commercial loans
(including commercial real estate loans) has more than doubled from $25.1
million as of December 31, 1995 to $50.6 million as of March 31, 1998. The
commercial loans which are currently nonperforming were originated, for the most
part, during or prior to 1996, and their nonperforming status reflects business
and/or personal circumstances unique to each situation, rather than the result
of any discernible trend or change in underwriting standards.
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 factors identified above. The provision for loan losses during the first
quarter of 1998 was $193 thousand, representing an increase of $172 thousand or
819% compared to the first quarter of 1997. The increase over last year's first
quarter was the result of the 36.3% increase in loans outstanding during the
past twelve months, as well as the increase in the allowance from 0.88% to 1.06%
of total loans due to the increase in nonperforming loans and the upward trend
in loan charge-offs over the past two years. These trends, taken into
consideration with other factors in the Company's internal analysis of the
allowance for loan loss, have led to increased reserve requirements and a
resulting increase in the provision expense necessary to bring the allowance up
to the level deemed appropriate by management of the Company (see the table on
the following page).
-14-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
March 31, 1998 and 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
Nonperforming Loans
(in thousands)
<TABLE>
<CAPTION>
March 31,
-----------------------------
1998 1997
-----------------------------
<S> <C> <C>
Non-accrual loans $ 707 $ 179
Accruing past due 90 days or more 461 -
-----------------------------
Total nonperforming loans 1,168 179
Other real estate owned 52 -
-----------------------------
Total nonperforming assets $ 1,220 $ 179
-----------------------------
Nonperforming to total assets 0.85% 0.17%
</TABLE>
Provision and Allowance for Loan Losses
(in thousands)
<TABLE>
<CAPTION>
March 31,
-----------------------------
1998 1997
-----------------------------
<S> <C> <C>
Average net loans outstanding $ 94,262 $ 70,731
Loans outstanding at period-end 96,299 70,643
Total nonperforming loans 1,168 179
Beginning balance of allowance $ 887 $ 826
Loans charged-off:
1-4 family residential mortgage - 109
Home equity loans 1 -
Commercial loans 10 24
Installment and credit card loans 82 118
-----------------------------
Total loans charged off 93 251
Recoveries of previous charge-offs:
1-4 family residential mortgage 1 -
Home equity loans 2 -
Commercial loans - 23
Installment and credit card loans 33 1
-----------------------------
Total recoveries 36 24
-----------------------------
Net loans charged-off 57 227
Provision for loan losses 193 21
-----------------------------
Balance at end of period $ 1,023 $ 620
-----------------------------
</TABLE>
-15-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
March 31, 1998 and 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
Deposits
The Company's total deposits at March 31, 1998 were $120.7 million, an
increase of $28.9 million, or 31.5%, over 1997's first quarter balance. Total
average deposits were $125.0 million for the quarter ended March 31, 1998, an
increase of $41.4 million, or 49.6% compared with average deposits of $83.6
million for the first quarter of 1997. The Company views deposit growth as a
significant challenge in its effort to increase its asset size. Thus, the
Company is focusing on its branching program with increased emphasis on
commercial accounts, and the offering of more competitive interest rates and
products to stimulate deposit growth. This strategy has and will continue to
result in higher cost of funds when compared to prior year's results, in
addition to lower fee income as many of these commercial customers utilize
accounts with lower transaction costs as well as a lower number of transactions.
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------------------------------------------------------------------
1998 1997
---------------------------------------------------------------------------------------
Weighted- Weighted-
Average Average % of Average Average % of
Balance Rate Total Balance Rate Total
---------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Noninterest-Bearing Deposits $ 22,929 0.00% 18.3% $ 18,879 0.00% 22.6%
Interest-Bearing Deposits:
NOW accounts 18,685 2.00% 14.9% 14,161 1.92% 16.9%
Savings accounts 17,012 4.59% 13.6% 2,352 2.41% 2.8%
Money market accounts 24,198 3.91% 19.4% 21,052 3.56% 25.2%
Time deposits 42,202 5.60% 33.8% 27,124 5.47% 32.5%
---------------------------------------------------------------------------------------
Total $ 125,026 100.0% $ 83,568 100.0%
--------------- ----------------------------- ---------
Weighted-Average Rate 3.57% 3.07%
-------------- ---------------
</TABLE>
Capital Resources
Total stockholders' equity at March 31, 1998 was $13.7 million, an increase
of $6.8 million, almost double the balance of total stockholders' equity of $6.9
million at March 31, 1997. This significant increase was the result of the
Company issuing 977,500 shares of Common Stock, at a price of $7.25 per share,
in the third quarter of 1997. The net proceeds from the sale of Common Stock
totaled approximately $6.3 million. Net income for the first quarter of 1998 was
$132 thousand. In addition to retained earnings, stockholders' equity was also
augmented by a $34 thousand increase in the market value of investment
securities available-for-sale, net of tax effect, and $26 thousand received from
the exercise of warrants and stock options.
The Office of the Comptroller of the Currency has established certain
minimum risk-based capital standards that apply to national banks, and the
Company is subject to certain capital requirements imposed by the Federal
Reserve Board. At March 31, 1998, the Century National Bank exceeded all
applicable regulatory capital requirements for classification as a "well
capitalized" bank, and the Company satisfied all applicable regulatory
requirements imposed on it by the Federal Reserve Board.
-16-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
March 31, 1998 and 1997
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
Liquidity
The Company's Asset/Liability Management Policy is intended to maintain
adequate liquidity for the Company 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. The Company believes
that its present liquidity position is adequate to meet its current and future
needs.
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 has defined "cash and cash equivalents" as those amounts
included in cash and due from banks and federal funds sold. At March 31, 1998,
the Company had cash and cash equivalents of $12.5 million, an increase of $1.3
million, when compared with the $11.2 million at March 31, 1997, which resulted
primarily from liquidity received from the Virginia branch acquisition in 1997,
partially offset by increases in the loan portfolio between the periods.
Liability liquidity is provided by access to core funding sources,
principally various customers' deposit accounts in the Company's market area. As
a member of the Federal Home Loan Bank of Atlanta ("FHLBA"), the Company is
authorized to borrow up to $19.9 million secured by a blanket pledge of its
portfolio of 1-to-4-family residential mortgage loans. The Company also has
approved lines of credit from larger correspondent banks to borrow excess
reserves on an overnight basis (known as "federal funds purchased") in the
amount of $1.0 million and to borrow on a secured basis ("repurchase
agreements") in the amount of $5.0 million. At March 31, 1998, the Company had
no federal funds purchased or repurchase agreements, and was utilizing $7.2
million of its available FHLBA borrowings in the form of fixed-rate term credit
advances with an average cost of 6.73%. The Company utilizes fixed rate term
credit advances from the FHLBA to fund fixed rate real estate loans of
comparable terms and maturities.
The Company had cash on hand in the amount of $2.0 million at the holding
company level at March 31, 1998. The Company anticipates using these funds as
working capital available to support the future growth of the franchise as well
as to pay normal operating expenses. Additionally, working capital is further
supported by dividends available from the Bank, subject to certain regulatory
restrictions generally applicable to national banks. At March 31, 1998, the
Company had no indebtedness outstanding at the holding company level.
This report contains forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Although the Company believes that
the expectations reflected in such forward looking statements are based upon
reasonable assumptions, it can give no assurance that its expectations will be
achieved. Important factors that could cause actual results to differ materially
from the Company's expectations are disclosed in its Form 10-K dated March 27,
1998, filed with the Securities and Exchange Commission and is incorporated by
reference herein (Cautionary Disclosures). Subsequent written and oral forward
looking statements attributable to the Company or persons acting on its behalf
are expressly qualified in their entirety by the Cautionary Disclosures.
-17-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
March 31, 1998 and 1997
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's principal market risk exposure is to interest rates.
Net interest income, which constitutes one of the principal sources of
income for the Company, represents the difference between interest income on
interest-earning assets and interest expense on interest-bearing liabilities.
The difference between the Company's interest-rate sensitive assets and
interest-rate sensitive liabilities for a specified time-frame is referred to as
an interest sensitive "gap." Interest rate sensitivity reflects the potential
effect on net interest income of a movement in interest rates. A financial
institution is considered to be asset sensitive, or having a positive gap, when
the amount of its interest-earning assets maturing or repricing exceeds the
amount of its interest-bearing liabilities also maturing or repricing within
that time period. Conversely, a financial institution is considered to be
liability sensitive, or having a negative gap, when the amount of its
interest-bearing liabilities maturing or repricing exceeds the amount of its
interest-earning assets. During a period of rising (falling) interest rates, a
positive gap would tend to increase (decrease) net interest income, while a
negative gap would tend to decrease (increase) net interest income.
Management seeks to maintain a balanced interest rate risk position to
protect its net interest margin from market fluctuations. Toward this end, the
Company maintains an Asset/Liability Committee (the "ALCO") which reviews, on a
regular basis, the maturity and repricing of the assets and liabilities of the
Company. The ALCO has adopted the objective of achieving and maintaining a
one-year cumulative GAP, as a percent of total assets, of between plus 10% and
minus 10%. In addition, ALCO monitors potential changes in net interest income
under various interest rate scenarios. On a consolidated basis, the Company's
one year cumulative gap was a positive 6.4% of total assets at December 31,
1997. Market risk is the risk of loss from adverse changes in market prices and
rates, arising primarily from interest rate risk in the Company's portfolios,
which can significantly impact the Company's profitability. Net interest income
can be adversely impacted where assets and liabilities do not react the same to
changes in interest rates. At year-end 1997, the forecasted impact of an
immediate increase of 100 basis points and 200 basis points would have resulted
in an increase in interest income over a 12-month period of 0.5% and 0.8%,
respectively, with a comparable decrease resulting in a decrease of 1.6% and
3.3%. Management is developing more sophisticated modeling system for measuring
the Company's interest rate risk at particular points in time. Such system is
expected to be operational some time during the second quarter of 1998. As of
March 31, 1998, the Company's sensitivity to market interest rate risk was not
materially different from the year-end position referral above and disclosed in
the Company's Annual Report on Form 10-K.
-18-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
March 31, 1998 and 1997
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities and Use of Proceeds
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) 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
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed with this report:
Exhibit
Number Description of Exhibit
-------------- -------------------------------
27 Financial Data Schedule
(b) No reports on Form 8-K were filed by the Company for the
quarter ended March 31, 1998.
-19-
<PAGE>
CENTURY BANCSHARES, INC.
QUARTERLY REPORT ON FORM 10-Q
March 31, 1998 and 1997
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.
CENTURY BANCSHARES, INC.
Date: May 15, 1998 By: /s/ JOSEPH S. BRACEWELL
---------------------------- --------------------------------
Joseph S. Bracewell
President and Chief
Executive Officer
(for the registrant and as its
principal financial officer)
-20-
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF CENTURY BANCSHARES, INC. AND SUBSIDIARY AS
OF MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
CONSOLIDATED FINANCIAL STATEMENTS APPEARING IN THE FORM 10-Q FOR THE QUARTER
ENDED MARCH 31, 1998.
</LEGEND>
<PAGE>
<S> <C> <C>
<NAME> CENTURY BANCSHARES, INC.
<CIK> 785813
<MULTIPLIER> 1,000
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-END> MAR-31-1998 MAR-31-1997
<CASH> 6,116
<INT-BEARING-DEPOSITS> 10,549
<FED-FUNDS-SOLD> 6,400
<TRADING-ASSETS>
-
<INVESTMENTS-HELD-FOR-SALE> 16,656
<INVESTMENTS-CARRYING> 2,858
<INVESTMENTS-MARKET> 2,924
<LOANS> 96,299
<ALLOWANCE> 1,023
<TOTAL-ASSETS> 143,367
<DEPOSITS> 120,658
<SHORT-TERM> 1,171
<LIABILITIES-OTHER> 1,301
<LONG-TERM> 6,511
<COMMON> 2,224
-
-
<OTHER-SE> 11,503
<TOTAL-LIABILITIES-AND-EQUITIES> 143,367
<INTEREST-LOAN> 2,334
<INTEREST-INVEST> 298
<INTEREST-OTHER> 332
< INTEREST-TOTAL> 2,964
<INTEREST-DEPOSITS> 1,101
<INTEREST-EXPENSE> 1,228
<INTEREST-INCOME-NET> 1,736
<LOAN-LOSSES> 193
<SECURITIES-GAINS>
-
<EXPENSE-OTHER> 1,570
<INCOME-PRETAX> 224
<INCOME-PRE-EXTRAORDINARY> 224
<EXTRAORDINARY>
-
<CHANGES>
-
<NET-INCOME> 132
<EPS-PRIMARY> 0.06 0.14
<EPS-DILUTED> 0.06 0.13
<YIELD-ACTUAL> 5.12
<LOANS-NON> 707
<LOANS-PAST> 461
<LOANS-TROUBLED> -
<LOANS-PROBLEM>
<ALLOWANCE-OPEN> 887
<CHARGE-OFFS> 93
<RECOVERIES> 36
<ALLOWANCE-CLOSE> 1,023
<ALLOWANCE-DOMESTIC> 1,023
<ALLOWANCE-FOREIGN> -
<ALLOWANCE-UNALLOCATED> 723
</TABLE>
