M&M FINANCIAL CORP /SC/
10-Q, 1996-11-12
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

    (MARK ONE)                   FORM 10-Q

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

             FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

                                    OR

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

               FOR THE TRANSITION PERIOD FROM _________TO_________

                         Commission File Number O-18460

                           M & M FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

         South Carolina                           57-0771433
   (State or other jurisdiction                (I.R.S. Employer
       of incorporation)                        Identification No.)

                               307 N. MAIN STREET
                                MARION, SC 29571
                    (Address of principal executive
                     offices, including zip code)

                                 (803) 423-3436
              (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  issuer's  classes of
common stock as of the date of this filing.

                335,372 SHARES OF COMMON STOCK, $5.00 PAR VALUE

                                  PAGE 1 OF 13
                             EXHIBIT INDEX ON PAGE 2




<PAGE>







                           M & M FINANCIAL CORPORATION

                                      INDEX

<TABLE>
<CAPTION>


PART I.  FINANCIAL INFORMATION                                                Page No.
<S>                                                                          <C>

Item 1.  Financial Statements (Unaudited)

     Condensed Consolidated Balance Sheets - September 30, 1996 and
     December 31, 1995.........................................                    3

     Condensed  Consolidated  Statements  of  Income  -  Nine  months  ended
     September 30, 1996 and 1995 and Three months ended September 30, 1996
     and 1995. ................................................                    4

     Condensed Consolidated Statement of Stockholders' Equity..                    5

     Condensed Consolidated Statements of Cash Flows - Nine months
     ended September 30, 1996 and 1995. ............................               6

     Notes to Condensed 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

         (a) Exhibits. ........................................                   13

         (b) Reports on Form 8-K. .............................                   13
</TABLE>


<PAGE>



                           M & M FINANCIAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                           September 30,             December 31,
                                                                                                  1996                    1995
<S>                                                                                  <C>                     <C>    

ASSETS:
Cash and cash equivalents:
  Cash and due from banks                                                            $           7,675,872    $          6,598,244
  Federal funds sold                                                                             5,150,000               2,750,000
                                                                                     ---------------------    --------------------
                                                                                                12,825,872               9,348,244
Time deposits with other banks                                                                   1,000,000                 300,000
Securities held-to-maturity (estimated market
 value of $3,566,111 and $4,228,844 at September 30,
 1996 and December 31, 1995, respectively)                                                       3,447,707               4,060,676
Securities available-for-sale                                                                   35,506,886              36,564,801

Loans receivable                                                                                74,247,531              61,344,204
   Less allowance for loan losses                                                                 (987,924)               (818,637)
                                                                                     ---------------------    --------------------
     Loans, net                                                                                 73,259,607              60,525,567

Premises, furniture & equipment, net                                                             3,812,038               3,883,968
Accrued interest receivable                                                                      1,082,518                 989,126
Other assets                                                                                     2,287,985               2,142,538
                                                                                     ---------------------    --------------------

    Total assets                                                                     $         133,222,613    $        117,814,920
                                                                                     =====================    ====================

LIABILITIES AND STOCKHOLDERS' EQUITY:

LIABILITIES:
Deposits:
  Non-interest bearing                                                               $          17,178,697    $         17,369,811
  Interest bearing                                                                              88,781,913              78,714,302
                                                                                     ---------------------    --------------------
                                                                                               105,960,610              96,084,113
Short-term borrowings                                                                              667,335                 470,577
Securities sold under agreements to repurchase                                                   9,377,849               9,777,892
Borrowings from the Federal Home Loan Bank                                                       5,000,000
Accrued interest and other liabilities                                                           1,604,444               1,323,979
                                                                                     ---------------------    --------------------

    Total liabilities                                                                          122,610,238             107,656,561
                                                                                     ---------------------    --------------------

STOCKHOLDERS' EQUITY:

Common stock, $5 par value, 800,000 shares authorized, 335,372 shares issued and
  outstanding at September 30, 1996 and
  December 31, 1995, respectively                                                                1,676,860               1,676,860
Surplus                                                                                          2,483,783               2,483,783
Unrealized gain (loss) on securities
  available-for-sale, net of deferred taxes                                                        (84,509)                    606
Retained earnings                                                                                6,536,241               5,997,110
                                                                                     ---------------------    --------------------

    Total stockholders' equity                                                                  10,612,375              10,158,359
                                                                                     ---------------------    --------------------

    Total liabilities and stockholders' equity                                       $         133,222,613    $        117,814,920
                                                                                     =====================    ====================



</TABLE>

            See notes to condensed consolidated financial statements

                                        3

<PAGE>



                           M & M FINANCIAL CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                             Nine Months Ended                         Three Months Ended
                                                 September 30,                             September 30,
                                   ----------------------------------------  --------------------------------------
                                              1996                 1995                 1996               1995
                                   --------------------------------------    --------------------------------------
<S>                                 <C>                 <C>                 <C>                 <C>


Interest income:
  Loans, including fees            $       4,893,730    $       3,598,016    $       1,732,879    $       1,347,882
  Securities, taxable                      1,563,819            2,038,234              555,748              573,853
  Securities, tax-exempt                     222,141              268,903               66,989               87,619
  Other interest income                      230,486               89,457               55,387               56,663
                                   -----------------    -----------------    -----------------    -----------------
                                           6,910,176            5,994,610            2,411,003            2,066,017
                                   -----------------    -----------------    -----------------    -----------------
Interest expense:
  Deposit accounts                         2,723,957            2,272,323              948,650              879,578
  Other interest expense                     465,770              512,917              185,540              129,926
                                   -----------------    -----------------    -----------------    -----------------
                                           3,189,727            2,785,240            1,134,190            1,009,504
                                   -----------------    -----------------    -----------------    -----------------

Net interest income                        3,720,449            3,209,370            1,276,813            1,056,513

Provision for loan losses                    135,000               34,971               45,000                7,099
                                   -----------------    -----------------    -----------------    -----------------
Net interest income after
  provision for loan losses                3,585,449            3,174,399            1,231,813            1,049,414
                                   -----------------    -----------------    -----------------    -----------------

Other operating income:
  Service charges on
    deposit accounts                         545,565              585,563              187,663              193,700
  Other charges, commissions
    and fees                                 427,153              284,657              121,501               38,404
  Gain (loss) on sales
    of securities                             (8,408)             129,613                   64               79,542
                                   -----------------    -----------------           ----------    -----------------
                                             964,310              999,833              309,228              311,646
                                   -----------------    -----------------    -----------------    -----------------
Other operating expenses:
  Salaries and benefits                    2,097,968            1,974,430              703,926              644,034
  Net occupancy expense                      612,686              576,053              224,340              149,603
  Other operating expenses                   997,362            1,091,169              372,540              296,729
                                   -----------------    -----------------    -----------------    -----------------
                                           3,708,016            3,641,652            1,300,806            1,090,366
                                   -----------------    -----------------    -----------------    -----------------

Income before taxes                          841,743              532,580              240,235              270,694

Income tax provision                         202,000              133,145               58,000               67,675
                                   -----------------    -----------------    -----------------    -----------------

Net income                         $         639,743    $         399,435    $         182,235    $         203,019
                                   =================    =================    =================    =================

Earnings per share:

  Net income per
    common share                   $            1.91    $            1.19    $             .54    $             .61
                                   =================    =================    =================    =================

Weighted average common
  shares outstanding                         335,372              335,372              335,372              335,372
                                   =================    =================    =================    =================

</TABLE>




            See notes to condensed consolidated financial statements

                                        4

<PAGE>



                           M & M FINANCIAL CORPORATION
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                                                                      Unrealized
                                                                                     Gain (loss)
                                                                                    on Securities                          Total
                                          Common Stock                                 Held-For-         Retained      Stockholders'
                                     Shares         Amount            Surplus         Sale, net         Earnings          Equity
<S>                         <C>             <C>             <C>                <C>    <C>    <C>

Balance,
 December 31, 1995                  335,372 $      1,676,860  $      2,483,783  $           606  $      5,997,110  $    10,158,359

Cash dividends                                                                                           (100,612)        (100,612)

Change in fair
 value for the
 period                                                                                 (85,115)                           (85,115)

Net income
 for the period                                                                                           639,743          639,743
                           ---------------- ----------------  ----------------  ---------------  ----------------  ---------------

Balance,
  September 30, 1996                335,372 $      1,676,860  $      2,483,783  $       (84,509)       $6,536,241      $10,612,375
                                    ======= ================  ================  ===============  ================  ===============


</TABLE>







            See notes to condensed consolidated financial statements

                                        5

<PAGE>



                           M & M FINANCIAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                                       Nine Months Ended
                                                                                                         September 30,

                                                                                                     1996                  1995
                                                                                           ------------------    -----------------
<S>                                                                                       <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                             $          639,743    $          399,435
     Adjustments to reconcile net income to
       net cash provided (used) by operating activities:
     Depreciation                                                                                    301,686               308,750
     Provision for possible loan losses                                                              135,000                34,971
     (Gain) loss on sale of securities                                                                 8,408              (129,613)
     Other, net                                                                                      120,051                41,374
                                                                                          ------------------    ------------------
         Net cash provided by operating activities                                                 1,204,888               654,917
                                                                                          ------------------    ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net increase in loans to customers                                                            (12,869,040)          (14,450,659)
   Purchases of securities available-for-sale                                                     (6,964,375)          (11,123,492)
   Sales of securities available-for-sale                                                            832,078             8,323,511
   Maturities of securities available-for-sale                                                     7,028,733             7,156,596
   Purchases of securities held-to-maturity                                                                             (5,908,470)
   Maturities of securities held-to-maturity                                                         602,500             6,533,495
   Proceeds from sales of securities held-to-maturity                                                                    8,776,277
   Net (increase) decrease in time deposits
      with other banks                                                                              (700,000)              300,000
   Proceeds from sale of other real estate owned                                                                           130,000
   Purchases of premises and equipment                                                              (229,756)             (161,934)
                                                                                          ------------------    ------------------
       Net cash (used) by investing activities                                                   (12,299,860)             (424,676)
                                                                                          ------------------    -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Dividends paid                                                                                   (100,612)              (83,843)
   Net increase in deposits accounts                                                               9,876,497             8,402,619
   Advances from Federal Home Loan Bank                                                            5,000,000
   Increase in short-term borrowings                                                                 196,758               677,229
   Decrease in securities sold
       under agreements to repurchase                                                               (400,043)             (872,471)
                                                                                          ------------------    ------------------
       Net cash provided by financing activities                                                  14,572,600             8,123,534
                                                                                          ------------------    ------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                          3,477,628             8,353,775

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                     9,348,244             7,652,599
                                                                                          ------------------    ------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                                  $       12,825,872    $       16,006,374
                                                                                          ==================    ==================

 Cash paid during the period for:
   Income taxes                                                                           $          119,000    $                0
   Interest                                                                               $        3,063,144    $        2,452,056






</TABLE>


            See notes to condensed consolidated financial statements

                                        6

<PAGE>



                           M & M FINANCIAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with  the  requirements  for  interim   financial   statements  and,
accordingly,  they are condensed and omit disclosures which would  substantially
duplicate those contained in the most recent annual report to stockholders.  The
financial  statements as of September 30, 1996 and for the interim periods ended
September  30, 1996 and 1995 are  unaudited  and, in the opinion of  management,
include all adjustments  (consisting of normal  recurring  accruals)  considered
necessary for a fair presentation.  The financial information as of December 31,
1995 has been derived from the audited financial statements as of that date. For
further  information,  please refer to the  financial  statements  and the notes
included in the Company's 1995 Annual Report.


NOTE 2 - BORROWINGS FROM THE FEDERAL HOME LOAN BANK


For the nine  months  ended  September  30,  1996,  the banking  subsidiary  had
advances of  $5,000,000 on its  $10,000,000  credit  availability  line with the
Federal  Home Loan Bank of  Atlanta.  Advances  on this  line are  available  at
variable  and fixed  rate  terms.  As  collateral,  the Bank has  pledged  first
mortgage loans on one to four family residential properties and debt securities.
In addition, the Bank's Federal Home Loan Bank stock, which is included in other
assets, is pledged to secure the borrowings.

                                        7

<PAGE>



                           M & M FINANCIAL CORPORATION

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The following is a discussion of the Company's  financial condition at September
30, 1996 compared to December 31, 1995,  and the results of  operations  for the
three and nine months ended  September  30, 1996  compared to the three and nine
months ended  September 30, 1995.  These comments  should be read in conjunction
with the Company's condensed  consolidated financial statements and accompanying
footnotes appearing in this report.

RESULTS OF OPERATIONS

NET INTEREST INCOME

For the nine months ended  September  30, 1996,  net interest  income  increased
$511,079,  or 15.92%,  over the nine months ended  September  30, 1995.  For the
quarter ended September 30, 1996, net interest  income  increased  $220,300,  or
20.85%, over the third quarter of 1995.

The  improvement in both the nine and three months  periods ended  September 30,
1996, is related to an increase in the volume of interest  earning assets and an
increase  in the rates on  interest  earning  assets due to an  increase  in the
percentage of loans to total earning assets. For the nine months ended September
30, 1996,  average loans comprised 61% of earning assets compared to 49% for the
same period of 1995. The improvement in net interest income is partially  offset
by the increase in the rates paid on interest bearing  liability  accounts.  The
increase  in the  volume of both  assets and  liabilities  was  attributable  to
management's ability to strengthen its influence in the Company's market area.

Interest expense on liability  accounts increased 14.52% and 12.35% for the nine
months and for the quarter ended September 30, 1996, respectively, due mainly to
an increase in the volume of interest  bearing  deposits which were used to fund
the growth in loans.  Interest  expense was also  affected by an increase in the
rates paid on deposits due to management  strategies to competitively  price its
interest  bearing deposit  accounts,  particularly  certificates of deposit,  to
compete with other community and regional banks.

The  influence of the factors  above had the effect of  increasing  the interest
rate  spread 28 basis  points to 3.77% and  increasing  the net yield on earning
assets 32 basis point to 4.45% for the nine months  period ended  September  30,
1996. Also, the influence of the factors above had the effect of increasing, for
the quarter ended September 30, 1996, the interest rate spread  approximately 18
basis points to 3.79% and  increasing  the net yield on earning  assets 21 basis
points to 4.43% when compared to the three months ended September 30, 1995.

PROVISION AND ALLOWANCE FOR LOAN LOSSES

The  provision  for  loan  losses  is the  charge  to  operating  earnings  that
management feels is necessary to maintain the allowance for possible loan losses
at an adequate  level.  For the nine months and the quarter ended  September 30,
1996,  the  provision  was  $135,000  and  $45,000,  an increase of $100,029 and
$37,901,  respectively,  from the comparable 1995 periods.  The increases do not
reflect  a  negative  trend  in  nonperforming  or  classified  assets  but  are
indicative  of  management's  decision  to  maintain  the  target  ratio  of the
allowance  for  loan  losses  to total  loans.  Based  on  present  information,
management  believes the  allowance for loan losses is adequate at September 30,
1996 to meet presently known and inherent risks in the loan portfolio.

                                        8

<PAGE>



                           M & M FINANCIAL CORPORATION

NON-INTEREST INCOME

Total  non-interest  income during the nine months ended  September 30, 1996 was
$964,310,  a decline of $35,523,  or 3.55%,  from the comparable period in 1995.
For the  quarter  ended  September  30,  1996,  total  non-interest  income  was
$309,228, a decline of $2,418 or .78% from the comparable period in 1995.

The  decline  in  both  periods  is  due  primarily  from  sales  of  securities
available-for-sale.  A net loss of $8,408  and a net gain of $64 was  recognized
for the nine and three months  periods ended  September 30, 1996,  compared to a
net gain of $129,613 and $79,542, for the comparable 1995 periods, respectively.

NON-INTEREST EXPENSE

Total  non-interest  expense for the nine months  ended  September  30, 1996 was
$3,708,016; an increase of 1.82% compared to the nine months ended September 30,
1995. For the quarter ended September 30, 1996,  non-interest expense was 19.3%,
or $210,440,  higher than the non-interest expense of $1,090,366 for the quarter
ended September 30, 1995.

The  net  increase  in  non-interest  expense  for  both  periods  presented  is
attributable  mainly to the  ordinary  growth of the bank.  The  increase in all
categories of non-interest  expense is offset by the industry-wide  reduction in
the rates  for  deposit  insurance  charged  by the  Federal  Deposit  Insurance
Corporation  (FDIC). FDIC insurance expense declined  approximately  $96,000 for
the nine month period ended  September 30, 1996 from the comparable 1995 period.
The 19.3% increase for the quarter ended  September 30, 1996 from the comparable
1995  period  is  due in  part  to an  increase  in  the  Company's  maintenance
contracts.

INCOME TAXES

The income tax  provision  for the nine months and quarter  ended  September 30,
1996,  was  $202,000  and  $58,000,  compared  to  $133,145  and $67,675 for the
comparable  1995  periods,  respectively.  For the nine months and quarter ended
September 30, 1996, the effective income tax rate was approximately 24% compared
to 25% for the same periods of 1995.

NET INCOME

The combination of the above factors  resulted in net income for the nine months
ended  September 30, 1996 of $639,743 or $1.91 per share as compared to $399,435
or $1.19 per share for the nine months ended September 30, 1995. For the quarter
ended  September 30, 1996, net income was $182,235 or $.54 per share as compared
to $203,019 or $.61 per share for the comparable period in 1995.

ASSETS AND LIABILITIES

During the first nine months of 1996, total assets grew  $15,407,693,  or 13.08%
when  compared to December 31, 1995.  Most of the growth was  attributable  to a
strong loan demand in the Company's market area which resulted in a $12,903,327,
or 21.03%, increase in loans since December 31, 1995. The increase in both total
assets and loans was substantially funded by a $5,000,000 in borrowings from the
Federal Home Loan Bank and customers' deposits which increased  $9,876,497 since
December 31, 1995.




                                        9

<PAGE>



                           M & M FINANCIAL CORPORATION


INVESTMENT SECURITIES

Investment  securities decreased by $1,670,884 since December 31, 1995, which is
in accordance with management  efforts to shift investable funds to loans, which
traditionally have higher yields.

LOANS

Management  believes that commercial loan demand will remain strong in Horry and
Florence  Counties  for  the  foreseeable   future.   Construction  and  tourism
activities  are  increasing  in the Horry County  market.  Management  evaluates
consumer  loan demand in Horry,  Florence,  and Marion  County  markets as being
essentially  flat.  Balances within the major loan  receivable  categories as of
September 30, 1996 and December 31, 1995 are as follows:

                                     September 30,         December 31,
                                            1996                     1995

Commercial and agricultural      $         62,535,289     $         49,966,753
Real estate - construction                  2,597,013                1,127,091
Consumer and other                          9,115,229               10,250,360
                                 --------------------     --------------------
                                 $         74,247,531     $         61,344,204
                                 ====================     ====================


RISK ELEMENTS IN THE LOAN PORTFOLIO

The following is a summary of risk elements in the loan portfolio:

                                                     September 30,  December 31,
                                                         1996            1995
Loans:
   Nonaccrual loans                                 $    727,000     $   786,000

   Accruing loans more than 90
     days past due                                  $    178,000     $         0

Loans identified by the internal review mechanism:

   Criticized                                       $  1,783,000     $ 5,242,000

   Classified                                       $  2,321,000     $ 3,494,000




                                       10

<PAGE>



                           M & M FINANCIAL CORPORATION


Activity in the Allowance for Loan Losses is as follows:
                                                         September 30,
                                                     1996              1995


Balance, January 1,                            $     818,637     $     726,097
Provision for loan losses for the period             135,000            34,971
Net loans (charged off) recovered for
  the period                                          34,287           127,406
                                               -------------     -------------

Balance, end of period                         $     987,924     $     888,474
                                               =============     =============

Gross loans outstanding, end of period         $  74,247,531     $  58,185,346

Allowance for Loan Losses to loans outstanding          1.33%             1.53%

DEPOSITS

Total deposits increased  $9,876,497 or 10.28% from December 31, 1995. Expressed
in  percentages,  non-interest  bearing  deposits  decreased  1.10% and interest
bearing deposits increased 12.79%.

Balances  within the major  deposit  categories  as of  September  30,  1996 and
December 31, 1995 are as follows:

                                           September 30,      December 31,
                                             1996                  1995

Non-interest bearing demand deposits    $    17,178,697     $   17,369,811
Interest bearing demand deposits             22,240,702         19,508,460
Savings deposits                             15,783,182         15,081,219
Certificates of deposit                      50,758,029         44,124,623
                                        ---------------     --------------

                                        $   105,960,610     $   96,084,113
                                        ===============     ==============

LIQUIDITY

Funding  loans and deposit  withdrawals  utilizes the Company's  liquidity.  The
level of liquidity is measured by the loan-to-total  borrowed funds ratio, which
was 61.4% at September 30, 1996 and 57.7% at December 31, 1995.  Liquidity needs
are met by the Company through  scheduled  maturities of loans and  investments,
borrowings,  and through pricing policies for interest-bearing deposit accounts.
Management  believes  the  Company's  liquidity is adequate to meet the expected
strong loan demand in its marketplace.

Maturities and sales of securities are a ready source of liquidity.  The Company
has a $10,000,000 line of credit with the Federal Home Loan Bank of Atlanta.  As
of September 30, 1996,  the Company has an unused  balance of $5,000,000 on this
line of credit  with the  Federal  Home  Loan Bank of  Atlanta  in  addition  to
$8,500,000  of  unused  lines of credit  with  correspondent  banks to  purchase
federal funds.

                                       11

<PAGE>



                           M & M FINANCIAL CORPORATION


CAPITAL RESOURCES

Total stockholders'  equity increased $454,016 to $10,612,375 since December 31,
1995.  The increase is due to earnings for the period of $639,743 less dividends
paid of  $100,612  and a  negative  net  change of  $85,115 in the fair value of
securities available-for-sale.

Bank holding  companies,  such as the Company,  and their bank  subsidiaries are
required  by  banking  regulators  to meet  certain  minimum  levels of  capital
adequacy.  These  are  expressed  in the  form of  certain  ratios.  Capital  is
separated  into Tier I capital  (essentially  common  stockholders'  equity less
intangible  assets)  and Tier II capital  (essentially  the  allowance  for loan
losses limited to 1.25% of risk-weighted  assets).  The first two ratios,  which
are based on the degree of credit  risk in the  Company's  assets,  provide  the
weighting of assets based on assigned risk factors and include off-balance sheet
items such as loan commitments and stand-by letters of credit. The ratio of Tier
I capital to  risk-weighted  assets must be at least 4.0% and the ratio of total
capital (Tier I capital plus Tier 2 capital) to risk-weighted  assets must be at
least 8.0%.  The capital  leverage  ratio  supplements  the  risk-based  capital
guidelines.  Banks and bank holding companies are required to maintain a minimum
ratio of Tier I capital to adjusted quarterly average total assets of 3.0%.


The following table summarizes the Company's risk-based capital at September 30,
1996:


Risk based capital ratios
     Tier I                         12.72%
     Total capital                  13.90%
     Leverage ratio                  7.97%


REGULATORY MATTERS

The  management  of the Company is not aware of any current  recommendations  by
regulatory  authorities  which,  if they were to be  implemented,  would  have a
material effect on liquidity, capital resources, or operations.



                                     12

<PAGE>



                           M & M FINANCIAL CORPORATION
                           PART II - OTHER INFORMATION



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

              (a)   Exhibits
                    None
              (b)   Reports on Form 8-K
                    During the quarter ended September 30, 1996, the Company did
                    not file any reports on Form 8-k.

Items 1, 2,3,4 and 5 are not applicable.

                                    SIGNATURE

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.



                           M & M FINANCIAL CORPORATION



                           By:
                                  Chester A. Duke
                                  President & Chief Executive Officer


Date: November 8, 1996     By:
                                  Marion E. Freeman
                                  Chief Financial Officer


                                       13


<TABLE> <S> <C>



<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                       7,675,872
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                             5,150,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 35,506,886
<INVESTMENTS-CARRYING>                      38,954,593
<INVESTMENTS-MARKET>                        39,072,997
<LOANS>                                     74,247,531
<ALLOWANCE>                                    987,924
<TOTAL-ASSETS>                             133,222,613
<DEPOSITS>                                 105,960,610
<SHORT-TERM>                                15,045,184
<LIABILITIES-OTHER>                          1,604,444
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                     1,676,860
<OTHER-SE>                                   8,935,515
<TOTAL-LIABILITIES-AND-EQUITY>             133,222,613
<INTEREST-LOAN>                              4,893,730
<INTEREST-INVEST>                            1,785,960
<INTEREST-OTHER>                               230,486
<INTEREST-TOTAL>                             6,910,176
<INTEREST-DEPOSIT>                           2,723,957
<INTEREST-EXPENSE>                           3,189,727
<INTEREST-INCOME-NET>                        3,720,449
<LOAN-LOSSES>                                  135,000
<SECURITIES-GAINS>                             (8,408)
<EXPENSE-OTHER>                              3,708,016
<INCOME-PRETAX>                                841,743
<INCOME-PRE-EXTRAORDINARY>                     841,743
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   639,743
<EPS-PRIMARY>                                     1.91
<EPS-DILUTED>                                     1.91
<YIELD-ACTUAL>                                    4.45
<LOANS-NON>                                    727,000
<LOANS-PAST>                                   178,000
<LOANS-TROUBLED>                             1,783,000
<LOANS-PROBLEM>                              2,321,000
<ALLOWANCE-OPEN>                               818,637
<CHARGE-OFFS>                                        0
<RECOVERIES>                                    34,287
<ALLOWANCE-CLOSE>                              987,924
<ALLOWANCE-DOMESTIC>                           987,924
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        



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