BANK HOLDING CO
10QSB, 1997-11-14
STATE COMMERCIAL BANKS
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<PAGE>
 
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                  FORM 10-QSB


Mark One

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

     For the quarterly period ended      SEPTEMBER 30, 1997
                                     ---------------------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

      For the transition period from __________  to __________


                       COMMISSION FILE NUMBER:  33-77920
                                        
                           THE BANK HOLDING COMPANY
          ----------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

          GEORGIA                                                 58-2060134
- -------------------------------                              -------------------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)
 
                 201 W. TAYLOR STREET, GRIFFIN, GEORGIA  30224
                   ----------------------------------------
                   (Address of principal executive offices)

                                (770) 229-2675
                   ----------------------------------------
                          (Issuer's telephone number

                                      N/A
  ---------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since last
                                    report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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  
    -------          --------

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes ______   No  _____

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of  November 1, 1997:  556,525

Transitional Small Business Disclosure Format (Check One)  Yes       No   X
                                                               ----     ----
<PAGE>
 
                            THE BANK HOLDING COMPANY


- --------------------------------------------------------------------------------

                                     INDEX
                                     -----


                                                                        PAGE NO.
                                                                        --------

PART I.   FINANCIAL INFORMATION
 
          Item 1 - Financial Statements
 
            Consolidated Balance Sheet - September 30, 1997...............  3
 
            Consolidated Statements of Income - Three
                Months Ended September 30, 1997 and 1996 and
                Nine Months Ended September 30, 1997 and 1996.............  4
 
            Consolidated Statements of Cash Flows - Nine
                Months Ended September 30, 1997 and 1996............  5 AND 6
 
            Notes to Consolidated Financial Statements....................  7
 
          Item 2 - Management's Discussion and Analysis of
            Financial Condition and Results of Operations..............  8-12
 
PART II.  OTHER INFORMATION
 
          Item 6 - Exhibits and Reports on Form 8-K.....................  13

          Signatures

                                       2
<PAGE>
 
                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                   THE BANK HOLDING COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1997
                                  (UNAUDITED)
                                        
<TABLE>
<CAPTION>
                                    Assets
                                    ------

<S>                                                                   <C>
Cash and due from banks                                               $  3,044,307
Securities available-for-sale, at fair value                            25,648,330
Federal funds sold                                                       2,260,000
Mortgage loans available-for-sale                                        2,277,336

Loans                                                                   87,019,821
Less allowance for loan losses                                             883,443
                                                                      ------------
               Loans, net                                               86,136,378

Premises and equipment                                                   3,632,996
Goodwill                                                                 2,230,924
Other assets                                                             2,159,491
                                                                      ------------

                                                                      $127,389,762
                                                                      ============

          LIABILITIES, PREFERRED STOCK AND COMMON STOCKHOLDERS' EQUITY
          ------------------------------------------------------------
Deposits
 Noninterest-bearing demand                                           $ 14,975,628
 Interest-bearing demand                                                15,406,225
 Savings                                                                 5,072,608
 Time, $100,000 and over                                                16,551,119
 Other time                                                             58,699,353
                                                                      ------------
    Total deposits                                                     110,704,933
Securities sold under repurchase agreements                                685,000
Debentures payable                                                          76,924
Other liabilities                                                        2,287,167
                                                                      ------------
               Total liabilities                                       113,754,024
                                                                      ------------

Commitments and contingent liabilities

Redeemable 8% preferred stock, par value $60, 50,000 shares
 authorized; 40,770 shares issued and outstanding                        2,446,200
                                                                      ------------

Common stockholders' equity
 Common stock, par value $5; 10,000,000 shares authorized;
   556,525 shares issued and outstanding                                 2,782,625
 Capital surplus                                                         4,491,861
 Retained earnings                                                       4,016,159
 Unrealized losses on securities available-for-sale, net of taxes         (101,107)
                                                                      ------------
               Total common stockholders' equity                        11,189,538
                                                                      ------------

                                                                      $127,389,762
                                                                      ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       3
<PAGE>
 
                   THE BANK HOLDING COMPANY AND SUBSIDIARIES
                                        
                       CONSOLIDATED STATEMENTS OF INCOME
               THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 AND
                 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (Unaudited)
                                        
<TABLE>
<CAPTION>

                                                                THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                   SEPTEMBER 30,                   SEPTEMBER 30,
                                                         -------------------------------   ----------------------------
                                                              1997             1996             1997           1996
                                                         ------------      -------------   -------------   ------------
<S>                                                       <C>              <C>              <C>            <C>
INTEREST INCOME
 Loans                                                    $ 2,497,761      $ 2,272,319      $ 7,137,346      $ 6,474,557
 Taxable securities                                           336,717          292,943          980,087          805,627
 Nontaxable securities                                            969            4,661            4,910           17,897 
 Federal funds sold                                            52,889           36,529          166,386          126,125 
                                                        -------------    -------------    -------------    ------------- 
                                                            2,888,336        2,606,452        8,288,729        7,424,206 
                                                        -------------    -------------    -------------    ------------- 
                                                                                                                         
INTEREST EXPENSE                                                                                                         
 Deposits                                                   1,294,058        1,125,725        3,735,245        3,259,502  
 Federal funds purchased and securities sold                                                                             
   under agreements to repurchase                              10,190            6,018           10,842           13,235  
 Note payable                                                       -                -                -           24,407  
 Debentures payable                                                 -            1,670            3,052            5,674  
                                                        -------------    -------------    -------------    -------------  
                                                            1,304,248        1,133,413        3,749,139        3,302,818  
                                                        -------------    -------------    -------------    -------------  
                                                                                                                         
         Net interest income                                1,584,088        1,473,039        4,539,590        4,121,388  
PROVISION FOR LOAN LOSSES                                      15,000           40,000           50,000          115,000  
                                                        -------------    -------------    -------------    -------------  
         Net interest income after provision for loan   
          losses                                            1,569,088        1,433,039        4,489,590        4,006,388  
                                                        -------------    -------------    -------------    -------------  
                                                                                                                         
OTHER INCOME                                                                                                             
 Service charges on deposit accounts                          140,400          128,088          412,936          397,335  
 Security transactions, net                                         -                -                -           14,663  
 Gain on sale of mortgage loans                               122,261           99,460          317,028          409,766  
 Other operating income                                        35,724           28,730          110,456          159,771  
                                                        -------------    -------------    -------------    -------------  
                                                              298,385          256,278          840,420          981,535  
                                                        -------------    -------------    -------------    -------------  
                                                                                                                         
OTHER EXPENSE                                                                                                            
 Salaries and employee benefits                               521,395          519,399        1,547,015        1,559,435  
 Equipment expense                                             77,992           66,718          244,703          202,701  
 Occupancy expense                                             88,936           85,482          255,848          239,810  
 Goodwill amortization                                         46,157           46,157          138,471          138,471  
 Other operating expenses                                     385,633          328,737        1,109,223        1,005,687  
                                                        -------------    -------------    -------------    -------------  
                                                            1,120,113        1,046,493        3,295,260        3,146,104  
                                                        -------------    -------------    -------------    -------------  
                                                                                                                         
             Income before income taxes                       747,360          642,824        2,034,750        1,841,819  
                                                                                                                         
APPLICABLE INCOME TAXES                                       292,482          253,107          794,710          709,372 
                                                        -------------    -------------    -------------    ------------- 
                                                                                                                         
             Net income                                   $   454,878      $   389,717      $ 1,240,040        1,132,447 
                                                        =============    =============    =============    ============= 
                                                                                                                         
PER SHARE OF COMMON STOCK                                                                                                
            Net income                                    $       .73      $       .61      $      1.96             1.77
                                                        =============    =============    =============    =============
            Dividends                                     $         -      $         -      $         -                -
                                                        =============    =============    =============    =============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       4
<PAGE>
 
                   THE BANK HOLDING COMPANY AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (UNAUDITED)
                                        
<TABLE>
<CAPTION>
                                                                   1997                1996
                                                               ------------        -----------
<S>                                                            <C>                 <C>
OPERATING ACTIVITIES
 Net income                                                    $  1,240,040        $ 1,132,447
 Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation and amortization                                    357,316            336,477
   Provision for loan losses                                         50,000            115,000
   Provision for bond losses                                         25,000                  -
   Gain on sales of securities available-for-sale                         -            (14,663)
   Increase in mortgage loans available-for-sale                   (135,828)          (277,800)
   Loss on sales of other real estate                                35,776              5,526
   Gain on sale of premises and equipment                            (9,338)                 -
   Increase in interest receivable                                 (328,847)          (236,321)
   Increase in interest payable                                     323,713            182,931
   Other operating activities                                        24,397            249,435
                                                               ------------        -----------
       Net cash provided by operating activities                  1,582,229          1,493,032
                                                               ------------        -----------
INVESTING ACTIVITIES
 Purchases of securities available-for-sale                     (10,954,438)        (6,730,078)
 Proceeds from sale of securities available-for-sale                      -            998,125
 Proceeds from maturities of securities available-for-sale        6,807,878          4,147,258
 Net (increase) decrease in Federal funds sold                      960,000           (600,000)
 Net increase in loans                                           (6,129,870)        (3,633,728)
 Proceeds from sales of other real estate                           252,891            171,820
 Purchase of premises and equipment                                 (55,874)          (574,697)
 Proceeds from sale of premises and equipment                       134,511                  -
                                                               ------------        -----------
       Net cash used in investing activities                     (8,984,902)        (6,221,300)
                                                               ------------        -----------
FINANCING ACTIVITIES
 Net increase in deposits                                         6,262,876          5,058,136
 Net increase in repurchase agreements                              685,000                  -
 Repayment of note payable                                                -           (500,000)
                                                               ------------        -----------
       Net cash provided by financing activities                  6,947,876          4,558,136
                                                               ------------        -----------
Net decrease in cash and due from banks                            (454,797)          (170,132)

Cash and due from banks at beginning of period                    3,499,104          3,964,825
                                                               ------------        -----------
Cash and due from banks at end of period                       $  3,044,307        $ 3,794,693
                                                               ============        ===========
</TABLE>

                                       5
<PAGE>
 
                   THE BANK HOLDING COMPANY AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                  (Unaudited)

                                        
<TABLE>
<CAPTION>
                                                                         1997              1996
                                                                      ----------        ----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid  during the period for:
<S>                                                                   <C>                    <C>
          Interest                                                    $3,425,426        $3,119,887

          Income taxes                                                   719,533           614,394

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES
      Real estate acquired through foreclosure                        $  169,691        $  137,696
                                                                      ==========        ==========

     Unrealized (gains) losses on securities available-for-sale       $ (132,072)       $  149,620
                                                                      ==========        ==========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       6
<PAGE>
 
                   THE BANK HOLDING COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

                                        
                                        
                                        
NOTE 1.   BASIS OF PRESENTATION

          The consolidated financial information included herein is unaudited;
          however, such information reflects all adjustments (consisting solely
          of normal recurring adjustments) which are, in the opinion of
          management, necessary for a fair statement of results for the interim
          periods.

          The results of operations for the three and nine month periods ended
          September 30, 1997 are not necessarily indicative of the results to be
          expected for the full year.


NOTE 2.   EARNINGS PER SHARE

          Earnings per share are calculated on the basis of the weighted average
          number of shares outstanding.  Earnings used in the calculation are
          reduced by dividends payable to preferred stockholders of $48,924 and
          $146,772 for the three and nine month periods ended September 30, 1997
          and 1996, respectively.


NOTE 3.   CURRENT ACCOUNTING DEVELOPMENTS

          The Financial Accounting Standards Board has issued SFAS No. 128,
          "Earnings Per Share".  SFAS No. 128 establishes standards for
          computing and presenting earnings per share (EPS) and applies to
          entities with publicly held common stock or potential common stock.
          This Statement simplifies the standards for computing earnings per
          share previously found in APB Opinion No. 15, Earnings per Share, and
          makes them comparable to international EPS standards.  It replaces the
          presentation of primary EPS with a presentation of basic EPS.  It also
          requires dual presentation of basic and diluted EPS on the face of the
          statement of income for all entities with complex capital structures
          and requires a reconciliation of the numerator and denominator of the
          basic EPS computation to the numerator and denominator of the diluted
          EPS computation.  The effective date of this statement is for
          financial statements issued for periods ending after December 15,
          1997.  The adoption of this Statement is not expected to have a
          material effect on earnings per share.

                                       7
<PAGE>
 
                   THE BANK HOLDING COMPANY AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



ITEM 2.

The following is management's discussion and analysis of certain significant
factors which have affected the financial position and operating results of the
Company and its bank subsidiaries, The Bank of Spalding County (Spalding) and
the First Community Bank of Henry County (Henry) during the periods included in
the accompanying consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 1997, the liquidity ratios of both banks, as determined
under guidelines established by regulatory authorities, were satisfactory.

At September 30, 1997, the capital ratios of the Company and the Banks were
adequate based on regulatory minimum capital requirements.  The minimum capital
requirements and the actual capital ratios for the Company are as follows:

<TABLE>
<CAPTION>
                                                     ACTUAL
                                ----------------------------------------------
                                                                       FIRST
                                                                     COMMUNITY
                                    THE BANK        THE BANK          BANK OF
                                     HOLDING       OF SPALDING         HENRY        REGULATORY
                                     COMPANY         COUNTY           COUNTY        REQUIREMENT
                                    --------       -----------       ---------      -----------
<S>                                 <C>            <C>               <C>            <C>
Leverage capital ratio                  7.30%             9.31%           9.18%            4.00%
Risk-based capital ratios:
 Core capital                           9.43             12.63           11.36             4.00
 Total capital                         10.36             13.87           12.01             8.00
</TABLE>

                                       8
<PAGE>
 
FINANCIAL CONDITION

Following is a summary of the Company's balance sheets for the periods
indicated:

<TABLE>
<CAPTION>
                                                                               INCREASE (DECREASE)
                                               SEPTEMBER 30,   DECEMBER 31,    ------------------
                                                  1997            1996          AMOUNT    PERCENT
                                             -------------    ------------     --------  --------
                                                             (DOLLARS IN THOUSANDS)
                                             ----------------------------------------------------
<S>                                           <C>               <C>            <C>        <C>
Cash and due from banks                        $  3,044        $  3,499         $ (455)   (13.00)%
Securities                                       25,648          21,395          4,253     19.88
Federal funds sold                                2,260           3,220           (960)   (29.81)
Loans                                            88,414          82,368          6,046      7.34
Premises and equipment                            3,633           3,921           (288)    (7.35)
Goodwill                                          2,231           2,369           (138)    (5.83)
Other assets                                      2,160           1,796            364     20.27
                                               --------        --------         ------
                                               $127,390        $118,568         $8,822      7.44
                                               ========        ========         ======

Deposits                                       $110,705        $104,442         $6,263      6.00%
Securities sold under repurchase agreements         685               -            685         -
Other borrowings                                     77              77              -         -
Other liabilities                                 2,287           1,589            698     43.93
Preferred stock                                   2,446           2,446              -         -
Common stockholders' equity                      11,190          10,014          1,176     11.74
                                               --------        --------         ------
                                               $127,390        $118,568         $8,822      7.44
                                               ========        ========         ======
</TABLE>

As indicated in the above table, the Company's total assets during 1997 have
grown at a rate of 7.44%.  This increase was primarily the result of loan growth
during the second and third quarters of 1997.  This increase was funded by a
growth in deposits and use of securities sold under repurchase agreements.

                                       9
<PAGE>
 
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 AND
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

Following is a summary of the Company's operations for the periods indicated.

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                         SEPTEMBER 30,                  INCREASE (DECREASE)
                                               -------------------------------     -----------------------------
                                                   1997               1996             AMOUNT         PERCENT
                                               -----------         ----------      -------------    ------------
                                                                      (DOLLARS IN THOUSANDS)
                                               -----------------------------------------------------------------
<S>                                            <C>                  <C>              <C>              <C>     
 
Interest income                                $    2,888           $  2,606         $  282            10.82%
Interest expense                                    1,304              1,133            171            15.09
Net interest income                                 1,584              1,473            111             7.54
Provision for loan losses                              15                 40            (25)          (62.50)
Other income                                          298                256             42            16.41
Other expense                                       1,120              1,046             74             7.07
Pretax income                                         747                643            104            16.17
Income taxes                                          292                253             39            15.42
Net income                                            455                390             65            16.67
</TABLE>


<TABLE>
                                                      NINE MONTHS ENDED
                                                         SEPTEMBER 30,                  INCREASE (DECREASE)
                                               -------------------------------     -----------------------------
                                                   1997               1996             AMOUNT         PERCENT
                                               -----------         ----------      -------------    ------------
                                                                      (DOLLARS IN THOUSANDS)
                                               -----------------------------------------------------------------
<S>                                            <C>                  <C>              <C>              <C>     
 
Interest income                                $   8,289           $  7,424         $  865           11.65%
Interest expense                                   3,749              3,302            447           13.54
Net interest income                                4,540              4,122            418           10.14
Provision for loan losses                             50                115            (65)         (56.52)
Other income                                         840                981           (141)         (14.37)
Other expense                                      3,295              3,146            149            4.74
Pretax income                                      2,035              1,842            193           10.48
Income taxes                                         795                710             85           11.97
Net income                                         1,240              1,132            108            9.54
</TABLE>

As indicated in the above tables, the Company's net interest income has
increased by $111,000 and $418,000 for the third quarter and first nine months
of 1997, as compared to the same periods in 1996.  The Company's net interest
margin decreased during the first nine months of 1997 to 5.49% from 5.61% for
the previous year.

                                       10
<PAGE>
 
The provision for loan losses has decreased by $25,000 and $65,000 during the
third quarter and the first nine months of 1997, as compared to the same periods
in 1996.  This change is due to a decrease of $75,000 in net charge-offs for the
first nine months of 1997 as compared to the previous year.  The Company's
reserve for loan losses amounted to 1.02% at September 30, 1997 as compared to
1.09% at December 31, 1996.  The allowance for loan losses is maintained at a
level that is deemed appropriate by management to adequately cover all known and
inherent risks in the loan portfolio.  Management's evaluation of the loan
portfolio includes a continuing review of loan loss experience, current economic
conditions which may affect the borrower's ability to pay and the underlying
collateral value of the loans.

Information with respect to nonaccrual, past due and restructured loans at
September 30, 1997 and 1996 is as follows:

<TABLE>
<CAPTION>
                                                                                         SEPTEMBER 30,
                                                                          -----------------------------------------
                                                                                  1997                   1996
                                                                          ------------------     ------------------
<S>                                                                        <C>                   <C> 
                                                                                    (DOLLARS IN THOUSANDS)
                                                                          -----------------------------------------
                                                                       
Nonaccrual loans                                                              $    484             $       47
Loans contractually past due ninety days or more as                            
 to interest or principal payments and still accruing                              190                    163
Restructured loans                                                                   -                      -
Loans, now current about which there are serious doubts as to the                
 ability of the borrower to comply with loan repayment terms                         -                      -
Interest income that would have been recorded on nonaccrual                    
 and restructured loans under original terms                                         6                      3
Interest income that was recorded on nonaccrual and restructured loans               4                      2
</TABLE>

It is the policy of the Banks to discontinue the accrual of interest income
when, in the opinion of management, collection of such interest becomes
doubtful.  This status is accorded such interest when (1) there is a significant
deterioration in the financial condition of the borrower and full repayment of
principal and interest is not expected and (2) the principal or interest is more
than ninety days past due, unless the loan is both well-secured and in the
process of collection.

Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity or capital resources.
These classified loans do not represent material credits about which management
is aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.

                                       11

<PAGE>
 
Information regarding certain loan and allowance for loan loss data through
September 30, 1997 and 1996 is as follows:

<TABLE>
<CAPTION>
                                                                                                    NINE MONTHS ENDED
                                                                                                      SEPTEMBER 30,
                                                                                       -----------------------------------------
                                                                                               1997                   1996
                                                                                       ------------------     ------------------
                                                                                                 (DOLLARS IN THOUSANDS)
                                                                                       -----------------------------------------
<S>                                                                                      <C>                 <C> 
 
Average amount of loans outstanding                                                      $         84,739       $         76,200
                                                                                       ==================     ==================
Balance of allowance for loan losses at beginning of period                              $            882       $            868
                                                                                       ------------------     ------------------
Loans charged off
 Commercial and financial                                                                               -                      -
 Real estate mortgage                                                                                   -                    101
 Installment                                                                                           59                     51
                                                                                       ------------------     ------------------
                                                                                                       59                    152
                                                                                       ------------------     ------------------
Loans recovered
 Commercial and financial                                                                               -                      -
 Real estate mortgage                                                                                   -                     16
 Installment                                                                                           10                     12
                                                                                       ------------------     ------------------
                                                                                                       10                     28
                                                                                       ------------------     ------------------
Net charge-offs                                                                                        49                    124
                                                                                       ------------------     ------------------
Additions to allowance charged to operating expense during period                                      50                    115
                                                                                       ------------------     ------------------
Balance of allowance for loan losses at end of period                                    $            883       $            859
                                                                                       ==================     ==================
Ratio of net loans charged off during the period to average loans outstanding                         .06                    .16
                                                                                       ==================     ==================
</TABLE>

Other income has increased by $42,000 during the third quarter but decreased by
$141,000 for the first nine months of 1997, respectively, as compared to the
same periods in 1996.  The changes are due primarily to an increase of $23,000
in gains on sales of mortgage loans for the third quarter but an overall
decrease of $93,000 for the first nine months of 1997.

Other operating expenses have increased by $74,000 and $149,000 during the third
quarter and the first nine months of 1997, respectively, as compared to the same
periods in 1996.  The increases in other expenses are due primarily to increases
in equipment expenses of $42,000 and other operating expenses of $104,000 for
the first nine months of 1997 as compared to the previous year.

The Company's provision for income taxes increased by $39,000 and $85,000 during
the third quarter and first nine months, respectively, as compared to the same
periods in 1996 due to higher pre-tax income.

The Company is not aware of any other known trends, events or uncertainties that
will have or that are reasonably likely to have a material effect on its
liquidity, capital resources or operations.  The Company is also not aware of
any current recommendations by the regulatory authorities which, if they were
implemented, would have such an effect.

                                       12
<PAGE>
 
                          PART II - OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


          (a)  Exhibits
               27.  Financial Data Schedule


          (b)  Reports on Form 8-K

               No reports on Form 8-K have been filed during the quarter ended
               September 30, 1997

                                       13
<PAGE>
 
                                   SIGNATURES


     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                               THE BANK HOLDING COMPANY



                               BY:  /s/ Charles B. Blackmon
                                   -----------------------------------------
                                   Charles B. Blackmon, President
                                   (Principal Executive, Principal Financial
                                    and Accounting Officer)


                               DATE:
                                    ----------------------------------------

                                       14

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       3,044,307
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                             2,260,000
<TRADING-ASSETS>                                     0
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                        2,446,200
                                          0
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