MONOCACY BANCSHARES INC
10QSB, 1996-08-14
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  FORM 10-QSB

                 QUARTERLY REPORT UNDER SECTION 12 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1996

                         Commission file number 0-22536

                           Monocacy Bancshares, Inc.
             (Exact Name of Registrant as Specified in its Charter)

                        Maryland                           52-1824297
         (State or Other Jurisdiction                   (I.R.S. Employer
         of Incorporation or Organization)             Identification No.)

               222 E. Baltimore Street
                Taneytown, Maryland                            21787
         (Address of Principal Executive                     (Zip Code)
         Offices)

                                 (410) 756-2655
              (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
                                  -------         -------

Indicate  the  number of shares  outstanding  of each of the  classes  of common
stock, as of the latest practical date.

1,463,498 shares of Common Stock, $5 par value per share, were outstanding as of
August 10, 1996.


<PAGE>

                           MONOCACY BANCSHARES, INC.

                          Index to Form 10-QSB Report

PART I       -      FINANCIAL INFORMATION

         Item 1. Financial Statements

                           Consolidated Balance Sheets . . . . . . . . . . ..  1

                           Consolidated Income Statements . . . . . . . . .  . 2

                           Consolidated Statements of Stockholders' Equity ..  3

                           Consolidated Statements of Cash Flow . . . . . .  . 4

                           Notes to Consolidated Financial Statements . . .  . 5

         Item 2. Management's Discussion and Analysis of Financial

                           Condition and Results of Operations . . . . . .     6

PART II   -    OTHER INFORMATION

         Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . .   10
         Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . .   10
         Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . .   10
         Item 4.  Submission of Matters to a Vote of Security Holders . . .   10
         Item 5.  Other Information . . . . . . . . . . . . . . . . . . . .   10
         Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . ..   10

         Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11


<PAGE>

                                     Part I

Item 1.  Financial Statements

                    Monocacy Bancshares, Inc. and Subsidiary
                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                         June 30,                   December 31,
                        Assets                                             1996                         1995
                        ------
                                                                    -------------------          -------------------
                                                                       (unaudited)
<S> <C>
Cash and due from banks                                           $          7,023,443         $         10,734,907
Federal funds sold                                                                  --                   36,408,708
Interest-bearing deposits with other banks                                     247,900                      804,820
Securities available for sale                                               68,721,140                   53,840,610
Investment securities (approximate fair value of
     $22,985,131 and $15,260,585)                                           24,050,183                   15,523,954
Loans held for sale                                                            174,437                           --
Loans, less allowance for loan losses of
     $2,031,247 and $1,904,168                                             146,689,814                  137,222,322
Bank premises and equipment                                                  7,469,209                    6,233,342
Other real estate owned                                                      1,306,800                    1,310,842
Deferred income taxes                                                        1,200,475                      520,297
Accrued interest receivable                                                  2,245,957                    1,663,410
Other assets                                                                 1,290,978                    1,930,407
                                                                    -------------------          -------------------
                                          Total assets            $        260,420,336         $        266,193,619
                                                                    ===================          ===================

Liabilities and Stockholders' Equity

Liabilities:
  Non-interest bearing deposits                                   $         24,023,481         $         21,317,312
  Interest bearing deposits                                                193,699,213                  202,094,532
                                                                    -------------------          -------------------
                                                                           217,722,694                  223,411,844
  Federal funds purchased                                                      600,000                           --
  Other borrowings                                                          20,746,537                   19,633,051
  Accrued interest and other expenses payable                                  982,203                      752,270
  Dividends payable                                                            146,015                      132,356
  Other liabilities                                                            329,220                    1,096,017
                                                                    -------------------          -------------------
                                     Total liabilities                     240,526,669                  245,025,538

Stockholders' Equity:
  Common stock                                                               7,296,130                    6,617,775
  Common stock dividend to be distributed                                           --                    2,845,643
  Surplus                                                                    9,014,078                    6,777,176
  Retained earnings                                                          5,587,092                    4,908,739
  Net unrealized gain (loss) on
    securities available for sale                                           (2,003,633)                      18,748
                                                                    -------------------          -------------------
                            Total stockholders' equity                      19,893,667                   21,168,081
                                                                    -------------------          -------------------

Total liabilities and stockholders' equity                        $        260,420,336         $        266,193,619
                                                                    ===================          ===================
</TABLE>



See the accompanying Notes to Consolidated Financial Statements.


                                       1




<PAGE>

                    Monocacy Bancshares, Inc. and Subsidiary
                         Consolidated Income Statements
        For the six and three month periods ended June 30, 1996 and 1995
                                  (unaudited)


<TABLE>
<CAPTION>
                                                      Six Months Ended June 30,        Three Months Ended June 30,
                                                        1996             1995             1996              1995
                                                    ------------     ------------     ------------      ------------
<S> <C>
Interest income:
      Loans, including fees                          $6,637,916       $6,730,949       $3,367,649        $3,383,306
      Interest-bearing deposits with other banks         42,339          195,993           10,586           148,050
      Federal funds sold                                135,932           38,588           10,132            34,572
      Securities available for sale                   2,217,114          275,784        1,080,657           168,102
      Investment securities                             554,878        1,124,313          368,719           566,653
                                                    ------------     ------------     ------------      ------------

          Total interest income                       9,588,179        8,365,627        4,837,743         4,300,683
                                                    ------------     ------------     ------------      ------------

Interest expense:
      Deposits                                        4,718,402        3,193,368        2,311,443         1,717,887
      Federal funds purchased                            16,988           28,538           16,988             9,789
      Other borrowings                                  508,529          433,606          232,424           200,827
                                                    ------------     ------------     ------------      ------------

      Total interest expense                          5,243,919        3,655,512        2,560,855         1,928,503
                                                    ------------     ------------     ------------      ------------

          Net interest income                         4,344,260        4,710,115        2,276,888         2,372,180

Provision for loan losses                               150,000          300,000           75,000           150,000
                                                    ------------     ------------     ----------------  ------------

          Net interest income after
            provision for loan losses                 4,194,260        4,410,115        2,201,888         2,222,180
                                                    ------------     ------------     ------------      ------------

Noninterest income:
      Service charges on deposit accounts               194,879          157,910          110,038            82,901
      Loan service charges                              337,415          214,341          169,629           131,976
      Trust department fees                              78,551           85,842           44,286            53,814
      Gains and fees on sales of loans                  279,934           45,021          220,911            20,177
      Gains (losses) on sales of securities              21,755           11,549          (11,940)                -
      Other                                             131,231          164,998           71,840            85,722
                                                    ------------     ------------     ------------      ------------

          Total noninterest income                    1,043,765          679,661          604,764           374,590
                                                    ------------     ------------     ------------      ------------

Noninterest expense:
      Salaries & employee benefits                    2,375,067        1,892,031        1,289,393           935,733
      Occupancy                                         300,901          207,088          152,726           102,191
      Equipment                                         351,187          333,975          175,786           193,560
      Deposit insurance                                  58,989          191,591           34,526            95,798
      Professional fees                                 167,998          120,293          101,097            57,587
      Other                                             772,711          599,840          434,738           307,393
                                                    ------------     ------------     ------------      ------------

          Total noninterest expense                   4,026,853        3,344,818        2,188,266         1,692,262
                                                    ------------     ------------     ------------      ------------

Income before income taxes                            1,211,172        1,744,958          618,386           904,508

Provision for income taxes                              240,973          502,343          116,413           268,780

                                                    ------------     ------------     ------------      ------------
Net income                                           $  970,199       $1,242,615       $  501,973        $  635,728
                                                    ============     ============     ============      ============

Net income per common share                          $     0.67       $     0.94       $     0.35        $     0.48
                                                    ============     ============     ============      ============
</TABLE>

See the accompanying Notes to Consolidated Financial Statements.

                                       2


<PAGE>
                    Monocacy Bancshares, Inc. and Subsidiary
                Consolidated Statements of Stockholders' Equity
      (Information for the three months ended June 30, 1996 is unaudited)


<TABLE>
<CAPTION>
                                                                                                  Net Unrealized
                                                        Common Stock                              Gain(Loss) on          Total
                                           Common      Dividend to be               Retained        Securities        Stockholders'
                                            Stock       Distributed    Surplus      Earnings     Available for Sale      Equity
                                           -----------  -----------   -----------  ------------  -------------------  -------------
<S> <C>
Balance at December 31, 1993               $6,561,000            -     6,561,000     4,077,477          89,878        $17,289,355

Net income                                          -            -             -     2,222,130               -          2,222,130
Issuance of shares of common stock
     in connection with employee benefit
     and dividend reinvestment plans           13,145            -        49,009             -               -             62,154
Cash dividend                                       -            -             -      (367,714)              -           (367,714)
Decrease in fair value of securities
     available for sale                             -            -             -             -        (596,242)          (596,242)
                                           -----------  -----------   -----------  ------------  --------------       ------------
Balance at December 31, 1994                6,574,145            -     6,610,009     5,931,893        (506,364)        18,609,683

Net income                                          -            -             -     2,350,776               -          2,350,776
Issuance of shares of common stock
     in connection with employee benefit
     and dividend reinvestment plans           43,630            -       167,167             -               -            210,797
Cash dividend                                       -            -             -      (528,287)              -           (528,287)
10% stock dividend to be distributed                -    2,845,643             -    (2,845,643)              -                  -
Increase in fair value of securities
     available for sale                             -            -             -             -         525,112            525,112
                                           -----------  -----------   -----------  ------------  --------------       ------------
Balance at December 31, 1995                6,617,775    2,845,643     6,777,176     4,908,739          18,748         21,168,081

Net income                                          -            -             -       970,199               -            970,199
Issuance of shares of common stock
     in connection with employee benefit
     and dividend reinvestment plans           17,950            -        51,664             -               -             69,614
Issuance of 10% common stock dividend         660,405   (2,845,643)    2,185,238
Cash dividend                                       -            -             -      (291,846)              -           (291,846)
Decrease in fair value of securities
     available for sale                             -            -             -             -      (2,022,381)        (2,022,381)
                                           ===========  ===========   ===========  ============  ==============       ============
Balance at June 30, 1996                   $7,296,130            -     9,014,078     5,587,092      (2,003,633)      $ 19,893,667
                                           ===========  ===========   ===========  ============  ==============       ============
</TABLE>

                                       3


<PAGE>
                    Monocacy Bancshares, Inc. and Subsidiary
                     Consolidated Statements of Cash Flows
        For the six and three month periods ended June 30, 1996 and 1995
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                 Six Months Ended June 30,          Three Months Ended June 30,
                                                                   1996             1995              1996             1995
                                                               -------------    -------------     -------------    ------------
<S> <C>
Cash flows from operating activities:
      Net income                                               $    970,199     $  1,242,615      $    501,973     $   635,728
      Adjustments to reconcile net income to net
           cash provided by operating activities:
           Depreciation and amortization                             23,967          589,120             8,670         314,891
           Provision for loan losses                                150,000          300,000            75,000         150,000
           Deferred income taxes                                      7,432          (70,193)         (193,139)        (16,065)
           Gains on sales of securities available for sale          (21,755)         (11,549)           11,940               -
           Proceeds from sales of loans originated for sale       9,016,120       12,759,367         5,785,090       2,143,334
           Disbursements for loans originated for sale           (8,736,186)     (12,714,346)       (5,564,179)     (2,123,157)
           Gains on sale of loans                                  (279,934)         (45,021)         (220,911)        (20,177)
           Increase in unearned income,
               net of origination costs                             315,410           90,741           510,455         164,984
           Gain on sale of other real estate owned                        -          (19,763)                -               -
           (Increase)decrease in accrued interest receivable       (582,547)          32,172           (40,779)        (36,648)
           Increase(decrease) in accrued interest and other
               expenses payable                                     229,933          200,725           (66,127)         56,904
      Other, net                                                   (127,368)          92,751          (776,545)      1,171,054

                                                               -------------    -------------     -------------    ------------
                  Net cash provided by operating activities         965,271        2,446,619            31,448       2,440,848
                                                               -------------    -------------     -------------    ------------

Cash flows from investing activities:
      Net (increase)decrease in interest-bearing
           deposits with other banks                                556,920         (180,450)          168,027       1,392,580
      Proceeds from maturities of investment securities           6,995,232          191,777         1,758,239           9,302
      Proceeds from sales of securities available for sale        9,324,961        2,302,156         5,876,484         139,880
      Proceeds from maturities of securities available for sale   2,719,845        1,810,000         1,897,366               -
      Purchases of securities available for sale                (29,613,572)      (9,414,806)                -      (7,359,806)
      Purchases of investment securities                        (15,521,461)               -                 -               -
      Sales of loan participations                                        -          155,843                 -         155,843
      Loan originations, net of principal repayments            (10,107,339)       1,380,818       (10,282,782)     (1,362,883)
      Purchases of bank premises and equipment                   (1,259,834)        (261,898)         (164,649)       (132,229)
      Additions to real estate owned                                (16,232)               -            (7,800)              -
      Proceeds from real estate owned                                20,274                -            12,774               -

                                                               -------------    -------------     -------------    ------------
                  Net cash used in investing activities         (36,901,206)      (4,016,560)         (742,341)     (7,157,313)
                                                               -------------    -------------     -------------    ------------

Cash flows from financing activities:
      Net increase(decrease) in deposits                         (5,689,150)      10,982,519        (7,991,865)     12,279,586
      Proceeds from issuance of other borrowings                 23,167,000                -         3,780,486               -
      Repayments of other borrowings                            (22,053,514)      (2,826,219)         (453,890)     (1,663,110)
      Issuance of common stock                                       13,659          116,545             4,850          10,506
      Dividends paid on common stock                               (222,232)        (237,013)          (97,380)        (93,676)

                                                               -------------    -------------     -------------    ------------
                  Net cash provided by (used in)
                    financing activities                         (4,784,237)       8,035,832        (4,757,799)     10,533,306
                                                               -------------    -------------     -------------    ------------

Net increase (decrease) in cash and cash equivalents            (40,720,172)       6,465,891        (5,468,692)      5,816,841

Cash and cash equivalents at beginning of period                 47,143,615        6,311,742        11,892,135       6,960,792

                                                               =============    =============     =============    ============
Cash and cash equivalents at end of period                     $  6,423,443     $ 12,777,633      $  6,423,443     $12,777,633
                                                               =============    =============     =============    ============

Supplemental disclosures of cash flow information:
      Interest paid on deposits and borrowings                 $  4,636,072     $  3,229,862      $  2,269,349     $ 1,664,007
      Income taxes paid                                             168,634          385,200           167,700         304,033
      Transfers of loans to other real estate owned                       -          400,000                 -         400,000
      Securitization of residential mortgage loans                        -        7,784,483                 -               -
</TABLE>

                                       4

See the accompanying Notes to Consolidated Financial Statements.


<PAGE>

                    MONOCACY BANCSHARES, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
              (Information as of and for the three and six months
                       ended June 30, 1996 is unaudited)

         NOTE 1 - BASIS OF PRESENTATION

         The accompanying  consolidated  financial statements have been prepared
         in accordance with the instructions for Form 10-QSB and, therefore,  do
         not include all information and notes necessary for a fair presentation
         of  financial  condition,  results  of  operations  and  cash  flows in
         conformity  with  generally   accepted   accounting   principles.   The
         consolidated  financial  statements  should be read in conjunction with
         the audited financial  statements included in the Monocacy  Bancshares,
         Inc., (the "Company") 1995 Annual Report on Form 10-KSB.

         The  consolidated  financial  statements  include  the  accounts of the
         Company's  subsidiary,  Taneytown Bank & Trust Company (the "Bank). All
         significant   intercompany   balances   and   transactions   have  been
         eliminated.

         The consolidated  financial statements as of June 30, 1996, and for the
         three and six month  periods ended June 30, 1996 and 1995 are unaudited
         but  include  all  adjustments  (consisting  only of  normal  recurring
         adjustments)   which  the  Company  considers   necessary  for  a  fair
         presentation of financial  position and results of operations for those
         periods.  The  Consolidated  Statements of Income for the three and six
         months  ended  June 30,  1996  are not  necessarily  indicative  of the
         results that will be achieved for the entire year.

         NOTE 2 - EARNINGS PER COMMON SHARE

         Earnings per common share are based upon the weighted average number of
         common shares  outstanding  during the periods,  adjusted by any common
         stock equivalents and giving retroactive effect to stock dividends.

         NOTE 3 - ALLOWANCE FOR LOAN LOSSES

         The  Allowance for Loan Losses is  established  through a provision for
         loan  losses  charged  to  expenses.  Loans  are  charged  against  the
         allowance  when  management  believes  that the  collectibility  of the
         principal  is  unlikely.  The  allowance  is an amount that  management
         believes will be adequate to absorb  possible  losses on existing loans
         that  may   become   uncollectible,   based  on   evaluations   of  the
         collectibility   of  loans  and  prior  loan  loss  experience.   While
         management  uses available  information  to recognize  losses on loans,
         future  additions to the allowance may be necessary based on changes in
         economic conditions.  In addition,  various regulatory agencies,  as an
         integral part of their  examination  process,  periodically  review the
         Bank's allowance for loan losses. Such agencies may require the Bank to
         recognize  additions to the allowance  based on their  judgments  about
         information available to them at the time of their examinations.

         NOTE 4 - ACQUISITIONS

         On April 19,  1996,  Royal Oak Savings  Bank ("the  Savings  Bank"),  a
         separate subsidiary of Monocacy  Bancshares,  Inc., was merged into the
         operations  of the Bank,  with the  Savings  Bank's  branches  becoming
         branches  of the Bank.  The two (2) new branch  offices  are located in
         Eldersburg, Maryland and Randallstown,  Maryland. As of the date of the
         merger,  the Savings Bank had total assets of approximately $46 million
         and total deposits of approximately $38 million.

         On April 1,  1996,  the  Bank  acquired  Classic  Mortgage  Company,  a
         mortgage-banking operation. The mortgage company is being operated as a
         division of the Bank.



                                       5

<PAGE>



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS (dollars in thousands)

FINANCIAL CONDITION

Total assets at June 30, 1996,  were  $260,420 a 2.17% or $5,774  decrease  from
December  31,  1995.  The  decrease in assets from  December  31, 1995  occurred
primarily in liquid assets as the Bank  experienced a $5,689 or 2.55% decline in
deposits.  In addition,  the funds received in the December 31, 1995 acquisition
of the Savings Bank that were  invested in federal funds sold as of December 31,
1995 were re-invested in higher yielding  securities during the first quarter of
1996 causing a significant redistribution of funds between the Bank's investment
portfolios.  The securities  portfolios  totaled $92,771 at June 30, 1996, which
was $23,406 above the December 31, 1995 level.  Net loans were  $146,690,  which
reflects a 6.90% increase from December 31, 1995.


ALLOWANCE FOR LOAN LOSSES

The  allowance  for loan losses was $2,031 at June 30, 1996,  which was 1.36% of
loans.  During the first six months of 1996,  Monocacy had a $150  provision for
loan losses and had net  charge-offs of $23. At December 31, 1995, the allowance
for loan losses was $1,904 or 1.37% of loans.

Table 1,  "Non-Performing  Assets and Past Due Loans" for  Monocacy  shows total
non-performing  assets of $2,515 at June 30, 1996. The allowance for loan losses
is 168.13% of non-performing  loans and 80.76% of non-performing  assets at June
30, 1996, indicating substantial coverage.

Based upon the  latest  quarterly  analysis  of the loan  portfolio,  Management
considers the allowance for loan losses to be adequate to absorb any reasonable,
foreseeable loan losses.

Table 2,  "Changes in the  Allowance  for Loan Losses" shows the activity in the
allowance  for loan  losses for the three and six month  periods  ended June 30,
1996 and 1995.

LIQUIDITY

Liquidity  describes the ability of the Company to meet  financial  obligations,
including lending  commitments and  contingencies,  that arise during the normal
course of  business.  Liquidity is primarily  needed to meet the  borrowing  and
deposit withdrawal  requirements of the customers of the Company,  as well as to
meet current and planned expenditures.

The Company's  liquidity is derived  primarily  from its deposit base and equity
capital.  Core deposits,  defined as all deposits except certificates of deposit
of $100 or more, totaled $210,228 or 96.56% of total deposits at June 30, 1996.

Liquidity is also provided through the Company's portfolios of cash and interest
bearing deposits in other banks, federal funds sold,  investment  securities due
within one year and securities  available for sale.  Such assets totaled $75,992
or 29.18% of total assets at June 30, 1996.

In addition,  the Bank has established lines of credit totaling $30,000 with the
Federal  Home Loan Bank of  Atlanta  (the  "FHLB")  as an  additional  source of
liquidity.  At June 30, 1996, the Bank had $20,747 outstanding with the FHLB and
had sufficient  collateral  necessary to borrow the full amount  available under
the lines of credit.

CAPITAL RESOURCES

The Federal  Reserve Board has adopted  risk-based  capital  guidelines for bank
holding companies. As of June 30, 1996, the required minimum ratio of capital to
risk-adjusted assets (including certain off-balance sheet items, such as standby
letters of credit) was 8%. At least half of the total  capital must be comprised
of common equity,  retained earnings and a limited amount of perpetual preferred
stock, after subtracting  goodwill and making certain other adjustments ("Tier I
capital").  The remainder may consist of perpetual debt,  mandatory  convertible
debt  securities,  a limited amount of subordinated  debt,  remaining  preferred
stock and a limited amount of loan loss reserves ("Tier 2 capital"). The maximum
amount of supplementary capital elements that



                                       6

<PAGE>


qualify as Tier 2 capital is limited to 100% of Tier 1 capital  net of  goodwill
and certain other intangible  assets. The Federal Reserve Board also has adopted
a minimum  leverage  ratio  (Tier 1 capital to  assets)  of 3% for bank  holding
companies that meet certain  specified  criteria,  including  having the highest
regulatory  rating. The rule indicates that the minimum leverage ratio should be
at least 1.0% to 2.0% higher for holding  companies that do not have the highest
rating or that are  undertaking  major expansion  programs.  Failure to meet the
capital  guidelines  could  subject  a  banking  institution  to  a  variety  of
enforcement remedies available to federal regulatory authorities.

The table below presents the Company's  capital position relative to its various
minimum statutory and regulatory capital requirements at June 30, 1996.


                                                                   Minimum
                                 Monocacy Bancshares, Inc.       Regulatory
                                        June 30, 1996           Requirements


     Risk-based capital ratios
       Tier I capital                     10.35%                    4.00%
       Total capital                      11.55%                    8.00%
     Leverage capital ratio                7.06%                    3.00%


RESULTS OF OPERATIONS

Net income was $970 for the first six months of 1996, down from $1,243 or 21.96%
for the same  period  last year.  Net  interest  income was down by $366 for the
first six months of 1996, a result of the lower net interest  margin  because of
the  changing mix of earning  assets and  interest-bearing  liabilities  and the
interest rate environment.  The provision for loan losses was $150 for the first
six months of 1996 and $300 for the same  period  last  year.  Net  income,  net
interest  income and the provision for loan losses were $502,  $2,277,  and $75,
respectively for the three month period ended June 30, 1996.

Non-interest income increased by $364 or 53.53% for the first six months of 1996
with higher loan service charges, loan servicing fees and more gains realized on
the sales of loans.  Mortgage-banking activities were more profitable during the
six month  period ended June 30,  1996,  as  evidenced by a 138.22%  increase in
servicing  fees and gains on sales of loans for that period over the same period
in 1995. A significant  portion of this increase is  attributable to fees earned
on the  servicing  portfolio  acquired in the Royal Oak  transaction.  Taneytown
Bank's April 1, 1996  acquisition of Classic  Mortgage  Company also contributed
significantly to the increased profitability of the mortgage-banking operations.
Gains recognized on sales of securities  available for sale were $22 for the six
months  ended June 30,  1996 as compared to losses of $12 for the same period in
1995.  Non-interest  expenses  grew by $682 or 20.39%  for the six month  period
ended June 30, 1996,  with higher staff levels and related costs and  continuing
investments in additional technology. Offsetting these increases to non-interest
expenses was a reduction in the Federal Deposit Insurance  Corporation insurance
rate for Banks due to the full capitalization of the Bank Insurance Fund ("BIF")
that occurred in 1995.  Non-interest  income was $605 for the three months ended
June 30,  1996,  as compared  to $375 for the same period in 1995.  Non-interest
expenses  were $2,188 for the three months  ended June 30, 1996,  as compared to
$1,692 for the same period in 1995.

Income  taxes  were  $241 for an  effective  tax rate of 19.90% in the first six
months of 1996.  The  effective  tax rate for the  first six  months of 1995 was
28.8%.  The  decreased  effective  tax rate is due  primarily  to the  increased
investment in tax-exempt municipal securities by the Company.  Income taxes were
$116 for an  effective  tax rate of 18.77% for the three month period ended June
30, 1996.



                                       7


<PAGE>

Table 1

                           Monocacy Bancshares, Inc.
                    Non-Performing Assets and Past Due Loans

<TABLE>
<CAPTION>


                                    June 30,     June 30,    December 31,
                                      1996         1995         1995
                                    --------    ----------    ---------
<S> <C>
Non-accrual loans:
Real Estate
     Commercial mortgage             $   994      $ 1,417      $ 1,042
     Residential mortgage                  -            -            -
Commercial                               210          145          210
Consumer                                   4            7            6
                                    --------    ----------    ---------
Total non-accrual loans                1,208        1,569        1,258
Foreclosed properties                  1,307          698        1,311
                                    ========    ==========    =========
Total non-performing assets          $ 2,515      $ 2,267      $ 2,569
                                    ========    ==========    =========

Allowance for loan losses to:
     Non-accrual loans                168.13%      114.53%      151.35%
                                    ========    ==========    =========
     Non-performing assets             80.76%       79.27%       74.11%
                                    ========    ==========    =========

Accruing loans past due
     90 days or more                 $    34      $   103     $    174
                                    ========    ==========    =========

Allowance for loan losses            $ 2,031      $ 1,797      $ 1,904
                                    ========    ==========    =========
</TABLE>

                                       8

<PAGE>

Table 2

                           Monocacy Bancshares, Inc.
                           Allowance For Loan Losses


<TABLE>
<CAPTION>
                                          Six months ended June 30,                Three months ended June 30,
                                          1996                 1995                 1996                1995
                                    -----------------    -----------------    -----------------   -----------------
<S> <C>
Allowance for loan losses
     at beginning of period          $         1,904      $         1,902      $         1,970     $         1,913
Provision for loan losses                        150                  300                   75                 150
Charge-offs                                      (26)                (417)                 (16)               (271)
Recoveries                                         3                   12                    2                   5
                                    =================    =================    =================   =================
Allowance for loan losses
     at end of period                $         2,031      $         1,797      $         2,031     $         1,797
                                    =================    =================    =================   =================

Allowance for loan losses
     as a percentage of loans
     receivable, net of
     unearned income                            1.36%               1.31%
                                    =================    =================
</TABLE>

                                       9


<PAGE>
                                    PART II


Item 1.  Legal Proceedings
         None

Item 2.  Changes in Securities
         None

Item 3.  Defaults Upon Senior Securities
         None

Item 4.  Submission of Matters to a Vote of Security Holders
         None

Item 5.  Other Information

         On June 24, 1996, the Board of Directors of the Company declared a $.10
         per share cash  dividend  to common  stockholders  of record on July 8,
         1996, payable July 22, 1996.

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits
              Exhibit No.

              11.0  Information used in the computation                 Page 12
                                       of net income per share

              27.0 Financial Data Schedule                              Page 13


         (b)  Reports on Form 8-K


* Exhibits incorporated by reference




                                       10

<PAGE>


                                   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.



                            MONOCACY BANCSHARES, INC.
                            Registrant

                            Principal Executive Officer:


                            By:_________________________________
                               Frank W. Neubauer, President/CEO


                            Date: August 10, 1996


                            Principal Financial and Accounting Officer:



                            By:_______________________________________________
                               Michael K. Walsch, Executive Vice President/CFO


                            Date: August 10, 1996




                                       11





                MONOCACY BANCSHARES, INC. AND SUBSIDIARY            EXHIBIT 11.0


                      Information used in the computation
                         of net income per common share

<TABLE>
<CAPTION>
                                                                     Six Months Ended                     Three Months Ended
                                                                          June 30,                              June 30,
                                                                          --------                              --------
                                                                1996                1995           1996              1995
                                                                ----                ----           ----              ----
<S> <C>
Net income                                                   $970,199            $1,242,615       $501,973         $635,728
                                                             ========            ==========       ========         ========
Weighted average common shares outstanding                  1,458,870             1,317,858      1,459,724        1,319,286
                                                            =========             =========      =========        =========
Net income per common share                                      $.67                  $.94           $.35             $.48
                                                                 ====                  ====           ====             ====
</TABLE>

                                       12



<TABLE> <S> <C>


<ARTICLE>                                            9
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              Dec-31-1996
<PERIOD-END>                                   Jun-30-1996
<CASH>                                               7,023
<INT-BEARING-DEPOSITS>                                 248
<FED-FUNDS-SOLD>                                         0
<TRADING-ASSETS>                                         0
<INVESTMENTS-HELD-FOR-SALE>                         68,721
<INVESTMENTS-CARRYING>                              24,050
<INVESTMENTS-MARKET>                                22,985
<LOANS>                                            146,864
<ALLOWANCE>                                          2,031
<TOTAL-ASSETS>                                     260,420
<DEPOSITS>                                         217,723
<SHORT-TERM>                                        14,880
<LIABILITIES-OTHER>                                  1,457
<LONG-TERM>                                          6,467
                                    0
                                              0
<COMMON>                                             7,296
<OTHER-SE>                                          12,598
<TOTAL-LIABILITIES-AND-EQUITY>                     260,420
<INTEREST-LOAN>                                      6,638
<INTEREST-INVEST>                                    2,772
<INTEREST-OTHER>                                       178
<INTEREST-TOTAL>                                     9,588
<INTEREST-DEPOSIT>                                   4,718
<INTEREST-EXPENSE>                                   5,244
<INTEREST-INCOME-NET>                                4,344
<LOAN-LOSSES>                                          150
<SECURITIES-GAINS>                                      22
<EXPENSE-OTHER>                                      4,027
<INCOME-PRETAX>                                      1,211
<INCOME-PRE-EXTRAORDINARY>                           1,211
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                           970
<EPS-PRIMARY>                                         0.67
<EPS-DILUTED>                                            0
<YIELD-ACTUAL>                                        3.88
<LOANS-NON>                                          1,208
<LOANS-PAST>                                            34
<LOANS-TROUBLED>                                         0
<LOANS-PROBLEM>                                          0
<ALLOWANCE-OPEN>                                     1,904
<CHARGE-OFFS>                                           26
<RECOVERIES>                                             3
<ALLOWANCE-CLOSE>                                    2,031
<ALLOWANCE-DOMESTIC>                                 1,659
<ALLOWANCE-FOREIGN>                                      0
<ALLOWANCE-UNALLOCATED>                                372
        


</TABLE>


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