SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------------------------------- FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934. ----------------------------------------------------------------- For Quarter Ended Commission File Number 0-11117 June 30, 1995 SDNB FINANCIAL CORP. (Exact name of Registrant as specified in its charter) CALIFORNIA (State or jurisdiction of incorporation or organization) 95-3725079 (I.R.S. Employer Identification No.) 1420 Kettner Blvd. San Diego, CA 92101 (Address of principal executive offices) (Zip Code) (619) 231-4989 (Registrant's telephone number including area code) Indicate by check mark whether the registrant (1) has filed all reports required 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, no par value, outstanding at the close of the period covered by this report (June 30, 1995): 2,048,485. SDNB FINANCIAL CORP. INDEX PART I FINANCIAL INFORMATION Page Item 1. Financial Statements Consolidated Balance Sheet (unaudited) 1 June 30, 1995 and December 31, 1994 Consolidated Statements of Operations (unaudited) 2 Three and six months ended June 30, 1995 Three and six months ended June 30, 1994 Consolidated Statements of Cash Flows (unaudited) 3 Six months ended June 30, 1995 Six months ended June 30, 1994 Notes to Consolidated Financial Statements (unaudited) 4 June 30, 1995 Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations 5-14 PART II OTHER INFORMATION Item 1. Legal Proceedings 15 Item 2. Changes in Securities 15 Item 3. Defaults upon Senior Securities 15 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 15 PART I FINANCIAL INFORMATION Item 1. Financial Statements SDNB Financial Corp. and Subsidiaries Consolidated Balance Sheets (unaudited) (In thousands) June 30, December 31, Assets 1995 1994 Cash and due from banks $ 13,464 $ 11,936 Interest bearing deposits in other banks 2,671 1,381 Investment securities 13,381 17,321 Investment securities available-for-sale 12,738 9,910 Federal funds sold 8,500 24,000 Loans 94,282 97,058 Less allowance for loan losses 2,494 2,148 Net loans 91,788 94,910 Premises and equipment, net 10,786 11,089 Other real estate owned 772 268 Accrued interest receivable and other assets 2,196 2,370 Total assets $156,296 $173,185 Liabilities and Shareholders' Equity Liabilities: Deposits: Non-interest bearing $ 40,121 $ 45,693 Interest bearing 85,177 92,583 Total deposits 125,298 138,276 Securities sold under agreement to repurchase 6,586 12,285 Accrued interest payable and other liabilities 800 953 Notes payable 12,198 12,702 Total liabilities 144,882 164,216 Shareholders' equity: Common stock 16,648 14,585 Deficit (5,132) (5,256) Net unrealized holding losses on available-for-sale securities (102) (360) Total shareholders' equity 11,414 8,969 Total liabilities and shareholders' equity $156,296 $173,185 The accompanying notes are an integral part of the consolidated financial statements. SDNB Financial Corp. and Subsidiaries Consolidated Statements of Operations (unaudited) (In thousands, except amounts per share) 3 months 3 months 6 months 6 months ended ended ended ended 6/30/95 6/30/94 6/30/95 6/30/94 Interest income: Interest and fees on loans $ 2,562 $ 2,359 $ 5,143 $ 4,654 Interest on federal funds sold 173 202 373 292 Interest on investments 418 398 805 759 Total interest income 3,153 2,959 6,321 5,705 Interest expense: Interest on deposits 716 613 1,361 1,223 Interest on repurchase agreements 65 108 141 179 Interest on notes payable 9 9 24 16 Total interest expense 790 730 1,526 1,418 Net interest income 2,363 2,229 4,795 4,287 Provision for loan losses 150 600 450 900 Net interest income after provision for loan loss 2,213 1,629 4,345 3,387 Other operating income: Security gains, net 0 0 11 0 Building income 205 292 466 583 Other non-interest income 201 917 386 1,171 Total other operating income 406 1,209 863 1,754 Other operating expenses: Salaries and employee benefits 925 870 1,945 1,749 Occupancy 129 150 239 271 Professional fees 210 128 332 230 Building operating expenses 623 569 1,219 1,128 Other non-interest expenses 667 786 1,343 1,385 Total other operating expenses 2,554 2,503 5,078 4,763 Earnings before income tax 65 335 130 378 Income tax 3 3 6 3 Net earnings $ 62 $ 332 $ 124 $ 375 Net earnings per share $ 0.03 $ 0.22 $ 0.07 $ 0.24 The accompanying notes are an integral part of the consolidated financial statements. SDNB Financial Corp. and Subsidiaries Consolidated Statements of Cash Flows (unaudited) (In thousands) Six months ended June 30, 1995 1994 OPERATING ACTIVITIES: Net earnings $ 124 $ 375 Adjustments to reconcile net earnings to net cash used by operating activities: Provision for loan losses 450 900 Provision for depreciation and amortization 639 642 Amortization of investment security discounts (50) (18) Other expense not utilizing (providing) cash 58 (84) Unearned loan fees 68 (62) Taxes refundable (12) 0 Interest receivable and other assets (677) (415) Interest payable and other liabilities (153) (564) Total adjustments 323 399 Net cash provided by operating activities 447 774 INVESTING ACTIVITIES: Proceeds from maturities of held-to-maturity securities 3,604 8,387 Proceeds from called held-to-maturity securities 395 0 Proceeds from maturities of available-for-sale securities 3,494 1,011 Proceeds from sales of available-for-sale securities 530 0 Purchases of held-to-maturity securities 0 (6,984) Purchases of available-for-sale securities (6,548) (4,455) Net change in gross loans 2,587 9,645 Proceeds from OREO properties 43 520 Purchases of OREO properties 0 (570) Purchases of premises and equipment (119) (128) Net cash provided by investing activities 3,986 7,426 FINANCING ACTIVITIES: Net change in deposits (12,978) (3,599) Net change in short-term borrowings (6,202) 5,620 Proceeds from issuance of common stock (net) 2,065 0 Net cash provided (used) by financing activities (17,115) 2,021 Change in cash and cash equivalents (12,682) 10,221 Cash and cash equivalents at beginning of period 37,317 17,026 Cash and cash equivalents at end of period $24,635 $27,247 For the purpose of the statement of cash flows, the Company considers cash and cash equivalents to be as follows at June 30, 1995 1994 Cash and due from banks $13,464 $12,461 Interest-bearing deposits in other banks 2,671 1,286 Federal funds sold 8,500 13,500 Totals $24,635 $27,247 Supplemental cash flow information: 1995 1994 CASH PAID FOR: Interest $1,988 $1,418 Income Taxes $0 $0 Non-cash items: transfer of loans to OREO $553 $570 The accompanying notes are an integral part of the consolidated financial statements. SDNB Financial Corp. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited) June 30, 1995 1. In the opinion of Management, the accompanying unaudited interim consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position as of June 30, 1995, and the results of operations for the three and six months ended June 30, 1995 and 1994 and cash flows for the six months ended June 30, 1995 and 1994. Certain prior year amounts have been reclassified to conform with the current year presentation. 2. Earnings per share for the three and six months ended June 30, 1995 and 1994 are based on the following weighted average shares outstanding: Three months ended: June 30, 1995 2,048,485 June 30, 1994 1,538,364 Six months ended: June 30, 1995 1,806,107 June 30, 1994 1,538,364 3. At June 30, 1995, approximately $4.3 million in securities were pledged to secure deposits. SDNB FINANCIAL CORP. Form 10-Q PART I - FINANCIAL INFORMATION (continued) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW The first six months of 1995 reflect the beneficial effect of higher interest rates while also reflecting an abatement of some of the problems of a still depressed economy in which SDNB Financial Corp. (the "Company") operates. Net earnings for the three and six months ended June 30, 1995 are $62,000 and $124,000, respectively, compared to $332,000 and $375,000, respectively, for the comparable periods of 1994. The 1994 periods include $712,500 of non-recurring income (see OTHER OPERATING INCOME). For the past several years, the Company and San Diego National Bank (the "Bank") have been adversely affected by a number of factors emanating primarily from the condition of the economy in San Diego. These factors include: a) The need for high loan loss provisions. b) OREO losses and expenses from higher than normal levels of OREO property. c) Reduction of the level of the loan portfolio resulting from continuing low loan demand; however, the loan balance at June 30, 1995 has increased by approximately $463,000 since March 31, 1995. Additionally, the Company has incurred substantial expense in connection with legal fees and provision for additional costs from the Pioneer Mortgage and Pioneer Liquidating Corporation litigation (see Report on Form 10-K for year ended December 31, 1994). While the Company reports a profit for the first six months of 1995, there can be no assurances that the factors noted above, or other factors, will not continue to adversely impact the Company and the Bank. Discussion of the individual segments of the Company's operations is contained in subsequent sections of this report. LIQUIDITY AND ASSET/LIABILITY MANAGEMENT By the nature of its commercial/wholesale focus, the Bank has moderate interest-rate risk exposure in a declining-rate environment. This phenomenon can be seen in the "Static Gap Summary" (Table 1). At June 30, 1995, approximately 72% of the Bank's earning assets adjust immediately to changes in interest rates. Within three months, this increases to 82% of earning assets. Consequently, the Bank utilizes deposit liabilities that also adjust relatively quickly. Within the same three-month period, approximately 92% of the Bank's interest-bearing liabilities (mostly deposits) adjust to current rates. The Bank's cumulative gap position at the three month repricing interval has decreased approximately $3.7 million, or 14 percent, from $26.0 million at December 31, 1994 to $22.3 million at June 30, 1995. This change is reflective of the general downsizing occuring in the Bank's interest earning assets and interest bearing liabilities. Interest earning assets within the three month repricing interval are down $19 million while interest bearing liabilities within the same repricing interval are down $15 million. Within the three-month horizon, interest bearing deposits declined $9.7 million and repurchase agreements declined $5.7 million, offset by reductions in federal funds sold of $15.5 million and loans of $3.7 million. During February 1995 the Bank entered into an interest rate swap to hedge against the effects of falling interest rates on income. If the prime interest rate falls below eight percent during the life of the contract, the Bank will receive payments amounting to the difference between the then existing prime rate and eight percent on the contract amount of $20 million. These payments continue while the prime interest rate stays below eight percent or until expiration of the contract, February 3, 1998. This contract helps to stabilize the Bank's net interest spread which, absent any hedge, decreases during periods of rapidly falling interest rates. The Bank's liquidity needs are projected by comparing anticipated funding needs against current resources and anticipated deposit growth. Any current surplus of funds is invested to maximize income while maintaining safety and providing for future liquidity. During the six months ended June 30, 1995, cash and cash equivalents decreased $12.7 million. Operating activities provided $447,000 during the period. Approximately $3.9 million was provided by investing activities. The two major components were net proceeds of $1.5 million from securities ($8.0 million of sales and maturities offset by purchases of $6.5 million) and decrease in gross loans totaling $2.6 million. Financing activities used $17.1 million during the period. Deposits decreased $13.0 million while repurchase agreements decreased $5.7 million. The issuance of new stock during the period provided a net amount of $2.1 million. Liquidity is provided on a daily basis by federal funds sold and on a longer-term basis by the structuring of the Bank's investment portfolio to provide a steady stream of maturing issues. Additionally, the Bank may raise additional funds from time to time through money desk operations or via the sale of loans to another institution. The Bank has never purchased high-yield securities or participated in highly-leveraged transactions. See "CAPITAL RESOURCES" for a discussion of other factors that have affected liquidity in the six months ended June 30, 1995 and will affect future liquidity. CAPITAL RESOURCES Since its initial capitalization in 1981, the Company has relied primarily on internally generated income to fund its growth and provide for depositor protection. During 1994 the Company concluded that additional capital would be beneficial and proposed a plan for additional capitalization which was approved by regulatory authorities on March 9, 1995, and by the shareholders of the Company on March 17, 1995. The plan encompasses the following steps: a. Sale of 510,121 newly issued shares of the Company's Common Stock to two limited partnerships managed by WHR Management Corp. ("WHR") at $4.34 per share for a gross amount of $2,213,925. This transaction was completed on March 28, 1995. b. A rights offering (the "Subscription Offering") to existing shareholders encompassing up to 769,582 shares of newly issued Common Stock at a subscription price of $4.34 per share for a gross potential amount of $3,339,986 if the offering is fully subscribed. The Company filed a registration statement on Form S-3 with the Securities and Exchange Commission on April 3, 1995 with respect to the subscription rights to be distributed and the Common Stock to be issued in connection with the Subscription Offering. The Subscription Offering became effective on May 30, 1995. As of July 21, 1995, the previous expiration date of the Subscription Offering, 23,279 shares had been subscribed. The Company has extended the Subscription Offering to September 21, 1995 and will pay a 5% commission on subscriptions exercised through qualified brokers or dealers. c. Sale to WHR of up to an additional 255,193 newly issued shares of Common Stock at $4.34 per share for a gross amount of $1,107,538, if the Subscription Offering is fully subscribed or such lesser amount so that after such purchase WHR holds an aggregate of 24.9% of the outstanding Common Stock of the Company taking into account the shares issued in the Subscription Offering. Pursuant to the terms of the agreement negotiated by the Company and WHR, WHR does not have the right to participate in the Subscription Offering. The Company has used a portion of the proceeds of the first sale to WHR (item "a" above) to reduce notes payable, to pay certain of the expenses in connection with the plan for additional capitalization and for advances to the San Diego National Bank Building Joint Venture ("JV"), which in turn used a portion to make payment on the JV's second trust deed note payable. The remaining proceeds from the first sale as well as any net proceeds from the subsequent Subscription Offering and second sale to WHR will be used for general corporate purposes, which may include investments in or extensions of credit to the Company's subsidiaries, reduction of existing debt or financing possible future acquisitions of other banking institutions or related businesses. At the present time the Company does not have any specific plans, agreements or understandings, written or oral, pertaining to the proposed acquisition of any banking institution or related business. As disclosed in the Company's 1994 Annual Report to Shareholders and Report on Form 10-K, the Bank is precluded from paying dividends to the Company. As further disclosed, the Company merged SDNB Development Corp. into itself effective July 1, 1993, thereby allowing cash flow from the JV to come directly to the Company. During 1994 and the first three months of 1995, the JV cash flow provided the Company with sufficient funds to meet its normal ongoing obligations but was not sufficient to allow the payment of cash dividends, which would also require approval of the Federal Reserve Bank of San Francisco under terms of an agreement dated November 20, 1992. Subsequent to March 28, 1995, earnings from the net proceeds of the stock issuance referred to in item "a" above will augment cash flow. The Comptroller of the Currency (Comptroller) has established a framework for supervisory requirements of national banks based upon capital ratios. Based upon this framework, a bank's capitalization is defined as well as capitalized, adequately capitalized, significantly undercapitalized or critically capitalized. Under the Comptroller's framework, a bank is well capitalized if its ratios are greater than or equal to 6% and 10% for tier 1 capital and risk weighted capital, respectively. As of June 30, 1995 and December 31, 1994, the Bank was considered "well capitalized". The Federal Reserve Board (Reserve Board), as the regulatory body of the Company, has capital ratio requirements. Under the Reserve Board's Capital Adequacy Guidelines, all bank holding companies should meet a minimum ratio of qualifying total capital to weighted-risk assets of 8 percent, of which at least 4.0 percentage points should be in the form of tier 1 capital. The Reserve Board and the Comptroller have also imposed a leverage standard to supplement their risk based ratios. This leverage standard focuses on a banking institution's ratio of Tier 1 capital to average total assets adjusted for goodwill and other certain items. Under these guidelines, banking institutions that meet certain criteria, including excellent asset quality, high liquidity, low interest rate exposure and good earnings, and have received the highest regulatory rating must maintain a ratio of Tier 1 capital to total assets of at least 3%. Institutions not meeting this criteria, as well as institutions with supervisory, financial or operational weaknesses, along with those experiencing or anticipating significant growth are expected to maintain a Tier 1 capital to total assets ratio equal to at least 4% to 5%. As reflected in the following table, the risk-based capital ratios and leverage ratios of the Company and the Bank as of June 30, 1995 and December 31, 1994 exceeded the fully phased-in regulatory risk-based capital adequacy guidelines and the leverage standard. Capital Components and Ratios (dollars in thousands) June 30, 1995 December 31, 1994 Company Bank Company Bank Capital Components Tier 1 Capital $11,414 $12,115 $9,329 $11,667 Total Capital 12,890 13,547 10,868 13,081 Risk-weighted assets and off-balance sheet instruments 117,067 106,230 123,142 113,106 Regulatory Capital Tier 1 risk-based: Actual 9.75% 11.40% 7.59% 10.35% Required 4.00 6.00 4.00 6.00 Excess 5.75% 5.40% 3.59% 4.35% Total risk-based: Actual 11.01% 12.67% 8.85% 11.61% Required 8.00 10.00 8.00 10.00 Excess 3.01% 2.67% 0.85% 1.61% Leverage: Actual. 7.15% 8.18% 5.33% 7.09% Required 5.00 5.00 5.00 5.00 Excess 2.15% 3.18% .33% 2.09% INVESTMENT SECURITIES During the first six months of 1995, the gross unrealized losses in the available-for-sale category declined from $360,000 to $102,000 and in the held-to-maturity category, declined from $680,000 to $185,000. Management continues to believe that there is sufficient liquidity and available sources of liquidity to allow all such securities (which are fully guaranteed by United States Government instrumentalities as to principal) to mature and thus avoid realization of any material amount of the presently unrealized losses. NET INTEREST INCOME/NET INTEREST MARGIN The following is a comparison of the net interest spread between the first six months of 1995 and the same period of 1994. 1995 1994 Yield on average earning assets (taxable equivalent) 9.23% 7.43% Cost of funds 2.22% 1.83% Net interest spread 7.01% 5.60% In addition to interest rates, changes in the volumes of assets and liabilities also affect net interest income. The volume/rate variance analysis (Table 2) shows the change in net interest income that is attributable to changes in volume versus changes in rates. As reflected in Table 2, the comparison of net interest income between the first six months of 1995 and the similar period of 1994 was affected primarily by the significant increase in the prime interest rate (8.91% average in 1995 vs. 6.45% average in 1994) which was matched by a proportionate increase in the cost of funds, thus increasing the net interest spread. The benefit of the increased net interest spread was offset by the reduced loan balance between June 30, 1995 and 1994. LOANS AND ALLOWANCE AND PROVISION FOR LOAN LOSSES A summary of the activity in the allowance for loan loss is as follows: (In thousands) Six months ended June 30, 1995 1994 Balance at beginning of period $2,148 $2,522 Provision charged to operating expenses 450 900 Loans charged off (327) (627) Recoveries 223 78 Balance at end of period $2,494 $2,873 Management employs a 'migration analysis method' to establish the required amount of loan loss allowance. This process tracks realized loan losses back through the prior two years to estimate loss exposure on the classified and unclassified loan portfolios. Additionally, loss experience is tracked in pools of loans with similar characteristics to estimate the loss exposure unique to various loan types. The measured loss exposure is then applied to the current loan portfolio and further adjusted for 'qualitative factors'. This method of establishing loan loss reserves complies with the policies of the Comptroller as reflected in Banking Circular 201, revised, dated February 20, 1992, and in Banking Bulletin 93-60, dated December 21, 1993. The Company began testing this new method during 1992 and comparing its results to results reached by the previously existing procedures employed by the Company. The test proved that the two methods were comparable, and the Company adopted the new migration analysis method during 1993. Accordingly, the Company believes its method for establishing the loan loss allowance is sound. But no method, however valid, can consistently predict future events with complete accuracy. In recent years, several factors used by the Bank to establish loan loss allowances have been subject to considerable volatility, and this in turn has affected the volatility of nonperforming loans, charge-offs, and the coverage ratio. In addition, the Bank's method of reporting, particularly its conservative listing of loans as nonperforming, is not always an accurate indicator of actual future losses. These issues are explained in greater detail below. The economy in San Diego suffered a sharp downturn in recent years, particularly in the real estate market. The Bank is a community bank with a relatively small loan portfolio comprised of mostly commercial/real estate loans that tend to be individually larger in amount than loans made by retail banks. As a result of these and other factors, the Bank can experience large swings in nonperforming loans, charge-offs, and the coverage ratio when one or a few loans are transferred from one category to another. These factors are not reasons for changing a valid method of determining loan loss allowances and are not always accurate predictors of losses, but they do have short-term effect on those allowances and related reported figures. The volatility of "non-performing" loans is illustrated in the following chart: ASSETS REPORTED AS NONPERFORMING (In thousands) At At At June 30, 1995 Dec. 31, 1994 June 30, 1994 CURRENT AND NONCURRENT Non-accrual loans $2,246 $6,046 $3,994 Restructured loans (still accruing) 2,304 2,316 2,330 Loans 90 days past due 6 20 1,851 4,556 8,382 8,176 Other real estate owned 772 268 1,000 Total $5,328 $8,650 $9,176 NONCURRENT Non-accrual loans $ 641 $1,276 $3,071 Restructured loans (still accruing) 0 0 0 Loans 90 days past due 6 20 1,851 647 1,296 4,922 Other real estate owned 772 269 1,000 Total $1,419 $1,564 $5,922 Loans reported as nonperforming but which are current, as a percentage of total loans reported as nonperforming 86% 85% 40% OTHER OPERATING INCOME Changes in other non-interest income include: a) Building revenues declined in 1995 as leases were renewed at lower rates due to competitive pressures. b) Higher interest rates resulted in a higher earnings credit on clients' deposit accounts which reduced the service charge income. c) The three and six months ended June 30, 1994, include in income $712,500 received from the Bank's directors' and officers' liability insurer in settlement of claims made by the Bank (see Report on Form 10-K for year ended December 31, 1994). OTHER OPERATING EXPENSES Salaries and employee benefits increased between 1994 and 1995 due to additions to staff and wage increases averaging approximately 4%. Professional fees in connection with the Pioneer Liquidating Corporation litigation (see Report on Form 10-K for year ended December 31, 1994) were $174,000 and $260,000 for the three and six months ended June 30, 1995 respectively, increases of $110,000 and $159,000, respectively over the comparable period of 1994. Building operating expenses increased primarily because of increased interest expense, which, through January 1995, was based on a continuously rising index. Additionally, as disclosed in the 1994 Annual Report to Shareholders and Report on Form 10K, in November 1994 the existing first mortgage loan on the building was purchased by two limited partnerships managed by WHR Management Corp. (purchasers of the Company's Common Stock; see "CAPITAL RESOURCES"). In January 1995 the JV and WHR entered into a modification agreement which reduces the debt service requirement to $800,000 per year, all allocable to interest. This caused a short term increase in interest expense which will be offset later in 1995 when, absent such modification, the interest rate would have exceeded the rate being paid under the modification. Other non-interest expenses changed between 1995 and 1994 as follows: 3 months ended 6 months ended June 30 June 30 1995 1994 1995 1994 OREO losses 0 324,000 0 324,000 Loan expense (including loss on sale of customer note) 136,000 7,000 260,000 145,000 Charge-off of an unrecovered account overdraft-net 0 0 38,000 0 SUBSIDIARY DATA San Diego National Bank The Bank earned $304,000 and $551,000 for the three and six months ended June 30, 1995, respectively, compared to $471,000 and $601,000, respectively, for the same periods of 1994. The 1994 periods include $712,500 of non-recurring income (see OTHER OPERATING INCOME). The return on average assets (ROA) for the six month periods was .74% and .71%, respectively. The return on equity (ROE) for the six month periods was 9.13% and 10.49% respectively. The reasons for the change in Bank earnings have been enumerated on the preceding pages. San Diego National Bank Building Joint Venture 3 months ended 6 months ended June 30 June 30 1995 1994 1995 1994 Pre-consolidation gross building revenues $450,000 $529,000 $950,000 $1,066,000 Pre-consolidation, pre- tax loss 229,000 89,000 325,000 158,000 Depreciation and amortization expense 142,000 162,000 285,000 333,000 San Diego National Bank Static Gap Summary June 30, 1995 (In thousands) Immediately Non-rate Adjustable 1 Day 3 6 Sensitive Or 1 Day Through Through Through And Over Maturity 3 Months 6 Months 12 Months 12 Months Total Loans (net) 86,019 1,402 693 607 5,561 94,282 Investment securities - 10,505 998 3,911 10,629 26,043 Certificates of deposit in other banks - 396 594 693 - 1,683 Federal funds sold 8,500 - - - - 8,500 Total interest earning assets 94,519 12,303 2,285 5,211 16,190 130,509 Non-interest earning assets - - - - 14,296 14,296 Total assets 94,519 12,303 2,285 5,211 30,485 144,804 Deposits: Savings, NOW accounts and money markets 66,987 - - - - 66,987 Time deposits - 10,946 3,578 3,358 361 18,243 Total deposits 66,987 10,946 3,578 3,358 361 85,230 Securities sold under agreement to repurchase 6,586 - - - - 6,586 Total interest bearing liabilities 73,573 10,946 3,578 3,358 361 91,816 Non-interest bearing liabilities - - - - 40,873 40,873 Shareholders' equity - - - - 12,115 12,115 Total liabilities and shareholders' equity 73,573 10,946 3,578 3,358 53,349 144,804 Interest rate sensitivity gap 20,946 1,357 (1,293) 1,853 (22,863) Cumulative interest rate sensitivity gap 20,946 22,304 21,011 22,863 - SDNB Financial Corp. Volume/Rate Variance Analysis Six months ended June 30, 1995 and 1994 (In thousands) 1995 compared to 1994 Volume Rate Total Increase(decrease) in interest on earning assets: Commercial loans $ (420) $ 651 $ 231 Real estate loans (111) 390 279 Installment loans (28) 10 (18) Ready Money (2) (1) (3) Total loans (561) 1,050 489 U.S. Treasury securities (25) 24 (1) Securities of government agencies (15) 83 68 State and political obligations (91) (3) (94) Other securities 26 0 26 Total investment securities (105) 104 (1) Interest-bearing deposits in other banks 12 7 19 Federal funds sold (66) 147 81 Total interest income change (720) 1,308 588 Increase(decrease) in interest paid on liabilities: Savings accounts 14 0 14 NOW accounts 10 7 17 Super NOW accounts (1) 2 1 Money market accounts 29 79 108 Executive money market accounts (89) 96 7 Total savings deposits (37) 184 147 Time deposits under $100,000 (68) 45 (23) Time deposits of $100,000 or above (62) 76 14 Total time deposits (130) 121 (9) Federal funds purchased and securities sold under agreement to repurchase (66) 28 (38) Short-term debt 0 26 26 Long-term debt (4) 96 92 Total interest expense change (237) 455 218 Net change in net interest income $ (483) $ 853 $ 370 1) Interest income on state and political obligations has been adjusted for tax effect at current rates. Interest expense on short- and long-term debt is included in Building Operating Expenses in the Consolidated Statement of Earnings. 2) Change in interest income or expense can be attributed to (a) changes in volume (change in volume times old rate), (b) changes in rates (change in rate times old volume), and (c) changes in rate/volume (change in rate times the change in volume). The rate/volume variances are allocated proportionally between the rate and volume variances based on their absolute values. PART II - OTHER INFORMATION ITEM 1 Legal Proceedings See Item 3 of Report on Form 10-K for the year ended December 31, 1994. 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 A. Exhibit (listed by number corresponding to the Exhibit Table of Item 601 of Regulation S-K) 27 Financial Data Schedule (submitted only in electronic format and omitted from paper copies pursuant to Paragraph (c) (v) of Regulation S-K (17 CFR 220.601(c) (v)) and Note 2 to Paragraph (c) (1) (vi) of Regulation S-K (17 CFR 229.601(c) (1)(vi)). B. Reports on Form 8-K None SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: August 11, 1995 SDNB FINANCIAL CORP. By:/S/ HOWARD W. BROTMAN Howard W. Brotman, duly authorized officer and Chief Financial Officer INDEX OF EXHIBITS Exhibit Number Description 27 Financial Data Schedule