UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to ___________________ Commission File Number: 33-96358 BOURBON BANCSHARES, INC. (Exact name of registrant as specified in its charter) Kentucky 							 61-0993464 (State or other jurisdiction of	(I.R.S. Employer Identification No.) incorporation or organization) P.O. Box 157, Paris, Kentucky		 				40362-0157 (Address of principal executive offices)				(Zip Code) Registrant's telephone number, including area code: (606)987-1795 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 _____ Number of shares of Common Stock outstanding as of November 4, 1998: 1,404,603. BOURBON BANCSHARES, INC. Table of Contents Part I - Financial Information Item 1. Financial Statements 		Consolidated Balance Sheets 					 3 		Consolidated Statement of Income and Comprehensive Income 			Nine Months Ending September 30, 1998 & 1997	 4 		Consolidated Statement of Income and Comprehensive Income 			Three Months Ending September 30, 1998 & 1997	 5 		Consolidated Statements of Cash Flows 			Nine Months Ending September 30, 1998 & 1997	 6 		Consolidated Statements of Cash Flows 			Three Months Ending September 30, 1998 & 1997	 7 			 		Notes to Consolidated Financial Statements		 8 Item 2. Management's Discussion and Analysis of Financial 		Condition and Results of Operations				 9 Item 3.	Quantitative and Qualitative Disclosures About 		Market Risk								 15 Part II - Other Information							 19 Signatures										 19 Item 1 - Financial Statements BOURBON BANCSHARES, INC. CONSOLIDATED BALANCE SHEET (unaudited) (thousands) 9/30/98 12/31/97 Assets Cash & Due From Banks $ 11,707 $ 12,275 Federal Funds Sold 2,950 Total Cash & Cash Equivalents $ 14,657 $ 12,275 Investment Securities: Securities Held to Maturity 17,167 15,603 Securities Available for Sale 53,085 66,101 Federal Home Loan Bank Stock 3,066 2,905 Loans $199,529 $185,161 Reserve for Loan Losses 2,636 2,322 Net Loans $196,893 $182,839 Premises and Equipment 6,343 5,765 Other Assets 5,627 5,167 Total Assets $296,838 $290,655 Liabilities & Stockholders' Equity Deposits Demand $ 36,921 $ 33,481 Savings & Interest Checking 87,526 87,982 Certificates of Deposit 126,671 119,862 Total Deposits $251,118 $241,325 Repurchase Agreements 3,281 6,990 Federal Home Loan Bank Advances 9,776 10,236 Other Borrowed Funds 1,003 2,468 Other Liabilities 2,908 2,920 Total Liabilities $268,086 $263,939 Stockholders' Equity Common Stock $ 6,474 $ 6,333 Retained Earnings 22,049 20,150 Accumulated Other Comprehensive Income 229 233 Total Stockholders' Equity $ 28,752 $ 26,716 Total Liabilities & Stockholders' Equity $296,838 $290,655 BOURBON BANCSHARES, INC. CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME (unaudited) (thousands, except per share amounts) Nine Months Ending 9/30/98 9/30/97 INTEREST INCOME: Loans, including fees $ 12,876 $ 11,408 Investment Securities 3,449 3,903 Other 201 302 Total Interest Income $ 16,526 $ 15,613 INTEREST EXPENSE: Deposits $ 7,352 $ 7,020 Other 677 691 Total Interest Expense $ 8,029 $ 7,711 Net Interest Income $ 8,497 $ 7,902 Loan Loss Provision 488 343 Net Interest Income After Provision $ 8,009 $ 7,559 OTHER INCOME: Service Charges $ 1,589 $ 1,388 Securities Gains (Losses) 35 2 Other 404 303 Total Other Income $ 2,028 $ 1,693 OTHER EXPENSES: Salaries and Benefits $ 3,371 $ 3,154 Occupancy Expenses 854 773 Other 2,095 1,890 Total Other Expenses $ 6,320 $ 5,817 Income Before Taxes $ 3,717 $ 3,435 Income Taxes 978 862 Net Income $ 2,739 $ 2,573 Other Comprehensive Income, net of tax: Change in Unrealized Gains on Securities (4) 175 Comprehensive Income $ 2,735 $ 2,748 Earnings per share $ 1.96 $ 1.84 Earnings per share - assuming dilution $ 1.91 $ 1.81 BOURBON BANCSHARES, INC. CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME (unaudited) (thousands, except per share amounts) Three Months Ending 9/30/98 9/30/97 INTEREST INCOME: Loans, including fees $ 4,398 $ 3,992 Investment Securities 1,229 1,271 Other (60) 99 Total Interest Income $ 5,567 $ 5,362 INTEREST EXPENSE: Deposits $ 2,482 $ 2,459 Other 218 233 Total Interest Expense $ 2,700 $ 2,692 Net Interest Income $ 2,867 $ 2,670 Loan Loss Provision 163 131 Net Interest Income After Provision $ 2,704 $ 2,539 OTHER INCOME: Service Charges $ 555 $ 484 Securities Gains (Losses) 7 (6) Other 162 94 Total Other Income $ 724 $ 572 OTHER EXPENSES: Salaries and Benefits $ 1,124 $ 1,049 Occupancy Expenses 304 269 Other 742 604 Total Other Expenses $ 2,170 $ 1,922 Income Before Taxes $ 1,258 $ 1,189 Income Taxes 328 308 Net Income $ 930 $ 881 Other Comprehensive Income, net of tax: Change in Unrealized Gains on Securities 93 122 Comprehensive Income $ 1,023 $ 1,003 Earnings per share $ 0.67 $ 0.63 Earnings per share - assuming dilution $ 0.65 $ 0.62 BOURBON BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (thousands) Nine Months Ending 9/30/98 9/30/97 Cash Flows From Operating Activities Net Income $ 2,739 $ 2,573 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 428 383 Amortization 352 313 Investment securities (accretion) amortization, net (22) 48 Provision for loan losses 488 343 Deferred Income Taxes (50) 15 Investment securities losses (gains), net (35) (2) Originations of loans held for sale (24,272) (14,678) Proceeds from sale of loans 27,984 14,716 Capitalization of Mortgage Servicing Rights (252) (130) Losses (gains) on sale of fixed assets 25 - Losses (gains) on sale of loans (94) (47) Losses (gains), including write-downs, on real estate acquired through foreclosure, net - 23 Changes in: Interest receivable (417) (568) Income taxes refundable - 66 Other assets (34) (69) Interest payable 119 633 Income taxes payable 285 112 Other liabilities (416) 66 Net cash provided by operating activities $ 6,828 $ 3,797 Cash Flows From Investing Activities Purchases of securities available for sale $ (19,266) $ (17,053) Proceeds from sales of securities available for sale 5,544 13,336 Proceeds from principal payments, maturities and calls of securities available for sale 26,606 15,309 Purchase of securities held to maturity (2,375) (785) Proceeds from sales, principal payments, maturities and calls of securities held to maturity 833 1,431 Net change in loans (18,217) (20,870) Purchases of bank premises and equipment (1,136) (1,095) Proceeds from the sale of bank premises and equipment 105 - Proceeds from sales of real estate acquired through foreclosure - 56 Net cash provided by investing activities $ (7,906) $ (9,671) Cash Flows From Financing Activities: Net change in deposits $ 9,793 $ 4,214 Net change in securities sold under agreements to repurchase and federal funds purchased (3,709) 417 Advances from Federal Home Loan Bank 4,000 - Payments on Federal Home Loan Bank advances (4,460) (229) Net change in other borrowed funds (1,465) 2,578 Proceeds from note payable - 450 Payment on note payable - (450) Repurchase of common stock - (602) Proceeds from issuance of common stock 142 32 Dividends paid (841) (754) Net cash provided by financing activities $ 3,460 $ 5,656 Net increase (decrease) in cash and cash equivalents $ 2,382 $ (218) Cash and cash equivalents at beginning of period 12,275 9,191 Cash and cash equivalents at end of period $ 14,657 $ 8,973 BOURBON BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (thousands) Three Months Ending 9/30/98 9/30/97 Cash Flows From Operating Activities Net Income $ 930 $ 881 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 143 131 Amortization 121 106 Investment securities (accretion) amortization, net (10) 8 Provision for loan losses 163 131 Deferred Income Taxes (14) (83) Investment securities losses (gains), net (7) 5 Originations of loans held for sale (6,195) (7,232) Proceeds from sale of loans 6,023 7,101 Capitalization of Mortgage Servicing Rights (64) (52) Losses (gains) on sale of loans (54) (15) Changes in: Interest receivable (184) (398) Income taxes refundable 57 19 Other assets (55) (103) Interest payable (10) 255 Income taxes payable 285 112 Other liabilities 130 194 Net cash provided by operating activities $ 1,259 $ 1,060 Cash Flows From Investing Activities Purchases of securities available for sale $ (8,088) $ (5,999) Proceeds from sales of securities available for sale 2,002 5,833 Proceeds from principal payments, maturities and calls of securities available for sale 7,662 3,443 Purchase of securities held to maturity (1,385) - Proceeds from sales, principal payments, maturities and calls of securities held to maturity 50 540 Net change in loans (7,556) (10,517) Purchases of bank premises and equipment (345) (452) Net cash provided by investing activities $ (7,660) $ (7,152) Cash Flows From Financing Activities: Net change in deposits $ 15,171 $ 3,219 Net change in securities sold under agreements to repurchase and federal funds purchased 149 439 Payments on Federal Home Loan Bank advances 1,929 (96) Net change in other borrowed funds (5,308) 2,141 Payment on note payable - (100) Proceeds from issuance of common stock 56 4 Dividends paid (281) (251) Net cash provided by financing activities $ 11,716 $ 5,356 Net increase (decrease) in cash and cash equivalents $ 5,315 $ (736) Cash and cash equivalents at beginning of period 9,342 9,709 Cash and cash equivalents at end of period $ 14,657 $ 8,973 BOURBON BANCSHARES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In Management's opinion, the financial information, which is unaudited, reflects all adjustments, (consisting solely of normal recurring adjustments) necessary for a fair presentation of the financial information as of and for the nine month and three month periods ended September 30, 1998 and September 30, 1997 in conformity with generally accepted accounting principles. These financial statements should be read in conjunction with Bourbon Bancshares, Inc. (Company) Annual Report on Form 10-K. 2. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income". The requirements are disclosure related and its implementation will have no impact on the Company's financial condition or results of operations. Prior period financial statements have been restated to meet this reporting format. 3. Recently, the Financial Accounting Standards Board issued Statement 128, "Earnings Per Share", under which basic and diluted earnings per share are computed. Prior amounts have been restated to be comparable. Basic earnings per share is based on net income divided by the weighted average number of shares outstanding during the period. Diluted earnings per share shows the dilutive effect of additional common shares issuable under stock options. 4. Dividends per share paid for the quarter ended September 30, 1998 was $0.20 compared to $0.18 on September 30, 1997. The third quarter dividends were the same amounts as were paid during the first and second quarters of the respective years. Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Summary Bourbon Bancshares, Inc. recorded net income of $2,739 thousand, or $1.96 per share and $1.91 per share assuming dilution for the first nine months ended September 30, 1998 compared to $2,573 thousand, or $1.84 per share and $1.81 per share assuming dilution for September 30, 1997. The first nine months' reflects an increase in earnings of 7%. The third quarter earnings of 1998 were $931 thousand, or $0.67 per share and $0.65 per share assuming dilution compared to $881 thousand, or $0.63 per share and $0.62 per share assuming dilution in 1997. This represents a 6% increase in earnings. Return on average assets was 1.27% for the first nine months ended September 30, 1998 compared to 1.25% for the same time period in 1997. Third quarter numbers were 1.28% and 1.26% for 1998 and 1997, respectively. Return on average equity was 13.2% and 13.7% for the nine months ended September 30, 1998 and 1997, respectively. Third quarter numbers were 13.2% in 1998 compared to 13.7% in 1997. The return on assets was up 2% for the first nine months and up 2% for the third quarter. The return on equity for the first nine months was down 4% and down 4% for the third quarter. Net Interest Income Net interest income was $8,497 thousand for the nine months ended September 30, 1998 compared to $7,902 thousand in 1997, resulting in an increase of $595 thousand or 7.5%. For the third quarter, net interest income was $2,867 thousand in 1998 and $2,670 thousand in 1997, an increase of $197 thousand or 7.4%. Loan volume continues to improve. Year to date average loans are up nearly $21 million, or nearly 13% from 1997 to 1998 resulting in an improvement in interest income of $913 thousand for the first nine months and $205 thousand for the quarter. Average deposits also increased from 1997 to 1998, up nearly $11 million, or 5%. The increased volume resulted in higher interest expense of $318 thousand for the first nine months and $8 thousand for the quarter. Non-Interest Income Non-interest income increased for the nine-month period ended September 30 from $1,693 thousand in 1997 to $2,028 thousand in 1998. The third quarter reflected an increase from $572 thousand in 1997 to $724 thousand in 1998. For the year, an increase of $201 thousand in service charges from 1997 to 1998 is mainly attributable to an improvement in overdraft charges of $141 thousand. Service charges increased $71 thousand for the third quarter with overdraft charges accounting for $42 thousand. Servicing income from loans sold is up $19 thousand from 1997. Securities gains were up $33 thousand for the first nine months and $13 thousand for the third quarter. Trust income accounts for $39 thousand of the $101 thousand increase in other income for the first nine months. Non-Interest Expense The explanations for the increase of $282 thousand in non-interest expenses from $5,817 thousand for the nine months ended September 30, 1997 to $6,320 thousand for the same period in 1998 and the increase of $248 thousand for the third quarter of 1998 compared to 1997 follows. Salaries and benefits increased $217 thousand for the first nine months of 1998 compared to 1997, an increase of 6.9%. The increase for the third quarter was $75 thousand. In 1998, bonuses were earned by employees totaling $70 thousand compared to $54 thousand in 1997. The increase in salaries of 6% is mainly attributable to salary increases and the adding of staffing in Georgetown for the new branch and Clark County for the opportunity existing with two banks in town changing ownership. Occupancy expense increased $81 thousand for the first nine months of 1998 compared to 1997 and $35 thousand for the third quarter. Depreciation was up $44 thousand for the year and $11 thousand for the third quarter. Building maintenance was $16 thousand higher for the first nine months of 1998. These changes are mainly attributable to the newly constructed Versailles location and the leased building no longer being needed, and the newly constructed Georgetown Branch. Other expenses for the first nine months of 1998 compared to 1997 increased $205 thousand, from $1,890 thousand to $2,095 thousand. Of this increase $138 thousand occurred during the third quarter. Telephone expenses are up $18 thousand for the year. The Company has placed more emphasis on education and training during 1998 and these expenses are $34 thousand higher in 1998 than in 1997. With the selling of mortgage loans, the amortization of mortgage servicing rights increased $39 thousand from 1997 to 1998. During 1998 the legal and professional expenses are $23 thousand higher in 1998 as compared to 1997. Income Taxes The tax equivalent rate for the nine months ended September 30 was 26% for 1998 and 25% for 1997. The quarterly rates were 26% and 26% for 1998 and 1997, respectively. These rates being less than the statutory rate is a result of the tax-free securities and loans held by the Company. Liquidity and Funding The cash flow statements provide a useful analysis of liquidity. This report reveals an increase of cash and cash equivalents for the first nine months of 1998 of $2,382 thousand and a decrease of $218 thousand for the same period in 1997. The third quarter reflects an increase of cash and cash equivalents of $5,315 thousand in 1998 and a decrease of $736 in 1997. In 1998, proceeds from the sale of loans were nearly $28 million compared to nearly $15 million in 1997. The third quarter reveals over $6 million from the sale of loans in 1998 compared to $7 million in 1997. Originations of loans held for sale were also greater in 1998, amounting to over $24 million compared to $15 million in 1997. The third quarter numbers were $6 million and $7 million for 1998 and 1997, respectively. The lower rates have created higher volume of loans originated and have allowed management to sale lower coupon loans. During 1998, proceeds from security transactions have exceeded purchases by over $11 million compared to nearly $12 million in 1997. Third quarter proceeds exceeded purchases by $0.2 million in 1998 and $4 million in 1997. Of this change, principal payments on securities have amounted to over $10 million in 1998 ($3 million in third quarter) and over $7 million for the same period in 1997 ($3 million in third quarter). Management has made a concerted effort to improve loan demand over the past two years. In 1998, net loans have increased $18 million compared to $21 million in 1997. Deposits for 1998 have increased $10 million. However, during 1997 deposits increased over $4 million during the first nine months. During 1998, other borrowing has dropped $6 million however it increased $3 million in 1997. The above-mentioned activity in 1998 with deposits, loans and securities has allowed these borrowed funds to be paid down. Management believes there is sufficient liquidity to meet all reasonable borrower, depositor and creditor needs in the present economic environment. Non-Performing Assets As of September 30, 1998, the Company's non-performing assets totaled $931 thousand or 0.5% of loans compared to $679 thousand or 0.4% of loans in 1997. (See table below) Real estate loans composed 65% and 68% of the non-performing loans as of September 30, 1998 and 1997, respectively. Lost interest income on the non-accrual loans for both 1998 and 1997 is immaterial. Nonperforming Assets September 30 (in thousands) 1998 1997 Non-accrual Loans 227 225 Accruing Loans which are Contractually past due 90 days or more 555 291 Restructured Loans 149 163 Total Nonperforming and Restructured 931 679 Other Real Estate - - Total Nonperforming and Restructured Loans and Other Real Estate 931 679 Nonperforming and Restructured Loans as a Percentage of Net Loans 0.47% 0.38% Nonperforming and Restructured Loans and Other Real Estate as a Percentage of Total Assets 0.31% 0.24% Provision and Reserve for Possible Loan Losses The 1998 nine-month provision for loan losses of $488 thousand is higher than the 1997 number of $343 thousand. The third quarter provision was $163 thousand for 1998 and $131 thousand for 1997. Loan growth has required management to increase the provision in order to maintain a reserve ratio that is adequate and indicative of the quality of loans currently in the portfolio. The quality of the loans, in management's opinion, is still strong as is presented earlier in non-performing loans. As depicted in the table below, the loan loss reserve to total loans was 1.31% on September 30, 1997 and 1.32% on September 30, 1998. Net charge-offs for the periods mentioned above have been relatively insignificant. Management feels the current loan loss reserve is sufficient to meet future loan problems. Loan Losses Nine Months Ended September 30 (in thousands) 1998 1997 Balance at Beginning of Period 2,322 2,101 Amounts Charged-off: Commercial 3 - Real Estate Construction - - Real Estate Mortgage 11 - Agricultural 15 14 Consumer 205 116 Total Charged-off Loans 234 130 Recoveries on Amounts Previously Charged-off: Commercial 3 2 Real Estate Construction - - Real Estate Mortgage 8 1 Agricultural 1 11 Consumer 48 32 Total Recoveries 60 46 Net Charge-offs 174 84 Provision for Loan Losses 488 343 Balance at End of Period 2,636 2,360 Total Loans, Net of Unearned Income Average 188,707 167,169 At September 30 199,529 180,402 As a Percentage of Average Loans: Net Charge-offs 0.09% 0.05% Provision for Loan Losses 0.26% 0.21% Allowance as a Percentage of Period-end Net Loans 1.32% 1.31% Allowance as a Multiple of Net Charge-offs 15.1 28.1 Loan Losses Quarter Ended September 30 (in thousands) 1998 1997 Balance at Beginning of Period 2,542 2,261 Amounts Charged-off: Commercial - - Real Estate Construction - - Real Estate Mortgage - - Agricultural 15 - Consumer 83 43 Total Charged-off Loans 98 43 Recoveries on Amounts Previously Charged-off: Commercial 1 - Real Estate Construction - - Real Estate Mortgage 7 - Agricultural - 1 Consumer 21 10 Total Recoveries 29 11 Net Charge-offs 69 32 Provision for Loan Losses 163 131 Balance at End of Period 2,636 2,360 Total Loans, Net of Unearned Income Average 187,368 165,277 At September 30 199,529 180,402 As a Percentage of Average Loans: Net Charge-offs 0.04% 0.02% Provision for Loan Losses 0.09% 0.08% Allowance as a Percentage of Period-end Net Loans 1.32% 1.31% Allowance as a Multiple of Net Charge-offs 38.2 73.8 Year 2000 Management has completed its assessment phase for the Year 2000 and continues its renovation phase (replacing equipment and upgrading software) and testing phase as needed to be compliant. Current estimates for this project are under $150 thousand, with the majority of this being for equipment and software. Management believes the effect of the Year 2000 issues will not have a material effect on the Company's business, results of operation or financial condition. Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Asset/Liability management control is designed to ensure safety and soundness, maintain liquidity and regulatory capital standards, and achieve acceptable net interest income. Management considers interest rate risk to be the most significant market risk. The Company's exposure to market risk is reviewed on a regular basis by the Asset/Liability Committee. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximize income. Management realizes certain risks are inherent and that the goal is to identify and minimize the risks. Tools used by management include the standard GAP report and an interest rate shock simulation report. The Bank has no market risk sensitive instruments held for trading purposes. The following table depicts the change in net interest income resulting from 100 to 300 basis point changes in rates. The projections are based on balance sheet growth assumptions and repricing opportunities for new, maturing and adjustable rate amounts. In addition, the projected percentage changes from level rates are outlined below with the Board of Directors specified limits. As of September 30, 1998 the projected percentage changes are within the Board limits and the Company's interest rate risk appears reasonable. The projected net interest income report summarizing the Bank's interest rate sensitivity as of September 30, 1998 is as follows: (in thousands) PROJECTED NET INTEREST INCOME Level Rate Change: - 300 - 200 - 100 Rates + 100 + 200 + 300 Year One (10/1/98 - 9/30/99) Interest Income 19,810 20,835 21,867 22,904 23,941 24,978 26,016 Interest Expense 7,680 8,638 9,596 10,553 11,511 12,468 13,426 Net Interest Income 12,130 12,197 12,271 12,351 12,430 12,510 12,590 Year Two (10/1/99 - 9/30/2000) Interest Income 18,444 20,328 22,228 24,141 26,055 27,968 29,881 Interest Expense 5,687 7,433 9,180 10,926 12,672 14,419 16,165 Net Interest Income 12,757 12,895 13,048 13,215 13,383 13,549 13,716 PROJECTED DOLLAR INCREASE (DECREASE) FROM "LEVEL RATES" Year One (10/1/98 9/30/99) Interest Income (3,094) (2,069) (1,037) N/A 1,037 2,074 3,112 Interest Expense (2,873) (1,915) (958) N/A 958 1,915 2,873 Net Interest Income (221) (154) (79) N/A 79 159 239 Year Two (10/1/99 - 9/30/2000) Interest Income (5,698) (3,814) (1,913) N/A 1,913 3,827 5,740 Interest Expense (5,239) (3,493) (1,746) N/A 1,746 3,493 5,239 Net Interest Income (459) (321) (167) N/A 167 334 501 PROJECTED PERCENTAGE INCREASE (DECREASE) FROM "LEVEL RATES" Year One (10/1/98 - 9/30/99) Interest Income -13.5% -9.0% -4.5% N/A 4.5% 9.1% 13.6% Interest Expense -27.2% -18.1% -9.1% N/A 9.1% 18.1% 27.2% Net Interest Income -1.8% -1.2% -0.6% N/A 0.6% 1.3% 1.9% Limitation on % Change >-10.0% >-7.0% >-4.0% N/A >-4.0% >-7.0% >-10.0% Year Two (10/1/99 - 9/30/2000) Interest Income -23.6% -15.8% -7.9% N/A 7.9% 15.9% 23.8% Interest Expense -48.0% -32.0% -16.0% N/A 16.0% 32.0% 48.0% Net Interest Income -3.5% -2.4% -1.3% N/A 1.3% 2.5% 3.8% Limitation on % Change >-20.0% >-14.0% >-8.0% N/A >-8.0% >-14.0% >-20.0% Management measures the Bank's interest rate risk by computing estimated changes in net interest income in the event of a range of assumed changes in market interest rates. The Company's exposure to interest rates is reviewed on a monthly basis by senior management and quarterly with the Board of Directors. Exposure to interest rate risk is measured with the use of interest rate sensitivity analysis to determine the change in net interest income in the event of hypothetical changes in interest rates, while interest rate sensitivity gap analysis is used to determine the repricing characteristics of the Bank's assets and liabilities. If estimated changes to net interest income are not within the limits established by the Board, the Board may direct management to adjust the Bank's asset and liability mix to bring interest rate risk within Board approved limits. In addition, the Bank uses interest rate sensitivity gap analysis to monitor the relationship between the maturity and repricing of its interest-earning assets and interest-bearing liabilities, while maintaining an acceptable interest rate spread. Interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that time period. A gap is considered positive when the amount of interest-rate-sensitive assets exceeds the amount of interest-sensitive-liabilities, and is considered negative when the amount of interest-rate-sensitive liabilities exceeds the amount of interest-rate-sensitive assets. Generally, during a period of rising interest rates, a negative gap would adversely affect net interest income, while a positive gap would result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would result in an increase in net interest income, while a positive gap would negatively affect net interest income. The Bank's goal is to maintain a reasonable balance between exposure to interest rate fluctuations and earnings. The interest rate sensitivity analysis as of September 30, 1998 shown below depicts amounts based on the earliest period in which they can normally be expected to reprice. The chart reveals that assets and liabilities are fairly well matched for the early periods specified below. The decay rates used for Demand deposits, NOW's, Savings and Money Market Savings are 5%, 30%, 20% and 30%, respectively. (in thousands) Total 1 Year 2 Years 3 Years 4 Years 5 Years >5 Years ASSETS Cash & Due From Banks 11,575 - - - - - 11,575 Fed Funds & Int-Earning Due from Banks 3,082 3,082 - - - - - Variable Rate Investment 21,250 21,250 - - - - - Fixed Rate Investment 52,068 25,522 4,112 2,155 3,625 4,327 12,327 Variable Rate Loans 68,475 61,489 2,817 1,141 1,571 1,457 - Fixed Rate Loans 131,054 37,889 19,323 19,123 24,553 27,154 3,012 Others Assets 9,334 - - - - - 9,334 Total Assets / Repricing Asset 296,838 149,232 26,252 22,419 29,749 32,938 36,248 Repricing Assets - Accumulated 149,232 175,484 197,903 227,652 260,590 296,838 % of Current Balance 50.3% 8.8% 7.6% 10.0% 11.1% 12.2% % of Current Balance - Accumulated 50.3% 59.1% 66.7% 76.7% 87.8% 100.0% LIABILITIES Demand Deposit Accounts 36,921 1,846 1,754 1,666 1,583 1,504 28,569 NOW Accounts 53,792 16,137 11,296 7,908 5,536 3,875 9,040 Savings Accounts 12,644 2,568 2,015 1,612 1,290 1,032 4,127 Money Market Savings 9,776 2,933 2,053 1,437 1,006 704 1,643 Subtotal Deposit Accounts 113,133 23,484 17,118 12,623 9,415 7,115 43,379 Other Variable Deposits 6,105 6,084 - - - - 21 Fixed Rate Deposits 131,880 113,037 13,986 2,598 636 1,071 552 Variable Rate Other Liabilities 3,534 3,284 250 - - - - Fixed Rate Other Liabilities 10,526 3,036 311 1,177 244 4,237 1,521 Other Liabilities 2,908 - - - - - 2,908 Total Captial 28,752 - - - - - 28,752 Total Liabilities / Repricing Liab 296,838 148,925 31,665 16,398 10,295 12,423 77,133 Repricing Liabilities - Accumulated 148,925 180,590 196,988 207,283 219,705 296,838 % of Current Balance 50.2% 10.7% 5.5% 3.5% 4.2% 26.0% % of Current Balance - Accum 50.2% 60.8% 66.4% 69.8% 74.0% 100.0% SUMMARY Total Repricing Assets 149,232 26,252 22,419 29,749 32,938 36,248 Total Repricing Liabilities 148,925 31,665 16,398 10,295 12,423 77,133 Total Repricing Gap (by Bucket) 307 (5,413) 6,021 19,454 20,515 (40,885) Total Repricing Assets - Cumulative 274,555 149,232 175,484 197,903 227,652 260,590 296,838 Total Repricing Liabilities - Cumulative 265,464 148,925 180,590 196,988 207,283 219,705 296,838 Repricing Gap - Cumulative 9,091 307 (5,106) 915 20,369 40,885 - Gap/Total Assets (by Bucket) 0.10% -1.82% 2.03% 6.55% 6.91% -13.77% Cumulative Gap/Total Assets 0.10% -1.72% 0.31% 6.86% 13.77% 0.00% Part II - Other Information Item 1. Legal Proceedings 	The Company is not a party to any material legal proceedings. 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 	None Item 6. Exhibits and Reports on Form 8-K 	1.	Exhibits as required by Item 601 of Regulation S-B. 		27	Financial Data Schedule 	2.	No reports on Form 8-K have been filed during the quarter for which this report is filed. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused the report to be signed on its behalf by the undersigned, thereunto duly authorized. 					Bourbon Bancshares, Inc. Date __________________	_________________________________ 					Buckner Woodford, President and C.E.O. Date __________________	_________________________________ 					Gregory J. Dawson, Chief Financial Office 20