SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 _____________________________________________________________ FORM 10-Q Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 _____________________________________________________________ For Quarter Ended Commission File No. 0-16444 September 30, 1994 SHORELINE FINANCIAL CORPORATION _______________________________________________________ (Exact name of registrant as specified in its charter) Michigan 38-2758932 _______________________________ __________________ (State or Other jurisdiction of IRS Employer incorporation or organization) Identification No. 823 Riverview Drive Benton Harbor, Michigan 49022 49022 ______________________________________ __________________ (address of principal executive office Zip Code Registrant's telephone number, including area code: (616)927- 2251 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 _________ _________ As of September 30, 1994 there were 4,980,436 issued and outstanding shares of the registrant's Common Stock. SHORELINE FINANCIAL CORPORATION INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheet, September 30, 1994 and December 31, 1993. . . . . 1 Condensed Consolidated Statement of Income, Three Months and Nine Months Ended September 30, 1994 and 1993. . . . . . . . . . . .2 Condensed Consolidated Statement of Cash Flows, Nine Months Ended September 30, 1994 and 1993. . . . . . . . . . . .3 Notes to Condensed Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . 4-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . . . . .7-12 PART II. OTHER INFORMATION . . . . . . . . . . . . . . . .13 SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . .14 SHORELINE FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEET September 30, December 31, 1994 1993 Assets Cash and due from banks $31,996,475 $27,428,786 Federal funds sold 17,425,000 33,600,000 Total cash and cash equivalents 49,421,475 61,028,786 Investment securities held to maturity (Approximate market values of $40,902,000 and $122,771,000 at September 30, 1994 and December 31, 1993 respectively) 40,963,103 118,450,871 Investment securities available for sale (Approximate market value of $13,195,000 at December 31, 1993) 89,425,929 12,499,969 Loans: Commercial 199,022,052 194,083,141 Consumer 60,189,953 58,820,606 Real Estate 174,971,708 160,789,531 Total Loans 434,183,713 413,693,278 Less allowance for loan losses 5,938,389 5,586,090 Net loans 428,245,324 408,107,188 Premises and equipment-net 10,056,572 8,924,619 Other assets 11,957,353 11,608,340 Total Assets $630,069,756 $620,619,773 Liabilities and Shareholders' Equity Liabilities Deposits: Non-interest-bearing $65,234,302 $66,991,766 Interest-bearing 498,438,835 490,416,878 Total deposits 563,673,137 557,408,644 Securities sold under agreements to repurchase 3,261,370 2,410,920 Other liabilities 2,467,828 3,193,090 Long-term debt 5,000,000 5,000,000 Total Liabilities 574,402,335 568,012,654 Shareholders' equity Preferred stock, no par value; 1,000,000 shares authorized; no shares outstanding Common stock, par value $0: 10,000,000 shares authorized; 4,980,436 and 3,300,645 shares issued at September 30, 1994 and December 31, 1993, respectively -0- 3,300,645 Additional paid-in capital 45,449,340 41,684,562 Unrealized holding gains for available- for-sale securities (279,302) -0- Retained earnings 10,497,383 7,621,912 Total Shareholders' Equity 55,667,421 52,607,119 Total Liabilities and Shareholders' Equity $630,069,756 $620,619,773 <FN> The accompanying notes are an integral part of these consolidated financial statements. Page 1 SHORELINE FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF INCOME Three Months Ended Nine Months Ended September 30 September 30 1994 1993 1994 1993 INTEREST INCOME Interest and fees on loans $9,184,241 $8,255,175 $26,079,704 $23,500,261 Interest on investment securities: Taxable 1,322,034 1,335,302 3,635,597 3,938,890 Tax-exempt 700,994 705,861 2,120,304 2,234,610 Interest on federal funds sold 157,939 141,193 357,020 335,401 Total interest income 11,365,208 10,437,531 32,192,625 30,009,162 INTEREST EXPENSE Interest on deposits 4,667,053 4,459,713 13,278,130 12,780,870 Interest on other borrowing 88,347 26,063 246,229 38,122 Total interest expense 4,755,400 4,485,776 13,524,359 12,818,992 NET INTEREST INCOME 6,609,808 5,951,755 18,668,266 17,190,170 Provision for loan losses 200,007 345,000 550,000 1,095,000 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 6,409,801 5,606,755 18,118,266 16,095,170 OTHER INCOME Service charges on deposit accounts 494,125 471,148 1,396,303 1,281,561 Trust income 330,583 284,457 979,839 876,955 Securities gains 9,261 224,142 105,169 368,247 Other 414,634 477,615 996,132 1,115,884 Total other income 1,248,603 1,457,362 3,477,443 3,642,647 OTHER EXPENSES Salaries and employee benefits 2,609,732 2,354,850 7,522,261 6,764,764 Occupancy expense 302,345 315,176 903,768 902,469 Equipment expense 402,109 343,236 1,199,579 959,989 Other 1,800,407 1,632,306 5,098,314 4,668,738 Total other expense 5,114,593 4,645,568 14,723,922 13,295,960 INCOME BEFORE INCOME TAXES 2,543,811 2,418,549 6,871,787 6,441,857 Federal income tax expense 629,000 605,000 1,606,000 1,446,000 NET INCOME $1,914,811 $1,813,549 $5,265,787 $4,995,857 EARNINGS PER SHARE $0.39 $0.37 $1.06 $1.02 <FN> The accompanying notes are an integral part of these consolidated financial statements. Page 2 SHORELINE FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30 1994 1993 Cash flows from operating activities: Net Income $5,265,787 $4,995,857 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 978,276 844,100 Provision for loan losses 550,000 1,095,000 Net amortization and accretion on investment securities 524,409 971,044 Net amortization and accretion on securities available-for-sale 826,502 Amortization of goodwill and related core deposit intangible 196,750 117,652 Gains on sales of investment securities (12,360) (368,247) Gains on sales of securities available-for-sale (92,809) (Gains)Losses on disposal of premises and equipment 5,757 2,055 Increase in income taxes receivable (357,313) (294,000) Increase(Decrease) in deferred loan fees 53,258 (3,056) (Increase)Decrease in interest receivable (474,045) (455,268) Increase(Decrease) in interest payable 90,487 (89,998) (Increase)Decrease in other assets (347,972) (2,824,606) Increase(Decrease) in other liabilities (38,299) 50,524 Total adjustments 1,902,641 (954,800) Net cash from operating activities 7,168,428 4,041,057 Cash flows from investing activities: Proceeds from sales of investment securities 9,748,893 Proceeds from sales of securities available-for-sale 11,432,672 Proceeds from maturities, calls, and principal reductions of investment securities 14,560,586 36,728,813 Proceeds from maturities, calls, and principal reductions of securities available-for-sale 15,709,377 Purchase of investment securities (13,256,340) (60,061,895) Purchase of securities available-for-sale (29,553,414) Net (increase)decrease in loans (21,300,567) (59,859,030) Recoveries on loans charged-off 559,173 188,967 Premises and equipment expenditures (2,131,986) (1,956,329) Proceeds from disposal of premises and equipment 16,000 21,966 Net cash from investing activities (23,964,499) (75,188,615) Cash flows from financing activities: Net increase(decrease) in deposits 6,264,493 60,384,057 Net increase(decrease) in borrowed funds 850,450 6,657,293 Dividends paid (2,390,316) (2,050,974) Proceeds from shares issued under dividend reinvestment plan 370,348 290,758 Proceeds from shares issued under stock option plan 93,785 182,118 Net cash from financing activities 5,188,760 65,463,252 Net change in cash and cash equivalents (11,607,311) (5,684,306) Cash and cash equivalents at beginning of year 61,028,786 44,169,395 Cash and cash equivalents at September 30 $49,421,475 $38,485,089 Cash paid during the year for: Interest $13,433,872 $12,908,990 Income taxes $1,927,817 $1,740,000 <FN> The accompanying notes are an integral part of these consolidated financial statements. Page 3 SHORELINE FINANCIAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by generally accepted accounting principles for complete presentation of financial statements. In the opinion of management, the condensed consolidated financial statements contain all adjustments necessary to present fairly the financial condition of Shoreline Financial Corporation as of September 30, 1994 and December 31, 1993, and the results of its operation for the nine months ended September 30, 1994 and 1993, and its cash flows for the nine months then ended. The results of operations for the nine months ended September 30, 1994 are not necessarily indicative of the result to be expected for the full year. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Shoreline Financial Corporation and its wholly owned subsidiary, Shoreline Bank. All material intercompany accounts and transactions have been eliminated in consolidation. Investments in Debt and Equity Securities As of January 1, 1994, the Corporation changed its accounting for debt (and equity) securities to adopt new accounting guidance, SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Accordingly, securities are classified into held-to-maturity, available-for-sale, and trading categories. Held-to-maturity securities are those which the Corporation has the positive intent and ability to hold to maturity, and are reported at amortized cost. Available-for-sale securities are those which the Corporation may decide to sell if needed for liquidity, asset-liability management, or other reasons. Available-for-sale securities are reported at fair value, with unrealized gains or losses included as a separate component of equity, net of tax. Trading securities are bought principally for sale in the near term, and are reported at fair value with unrealized gains or losses included in earnings. The Corporation did not hold any securities considered for this category at any time during the third quarter of 1994. The effect of adopting this new accounting guidance was to increase equity at January 1, 1994 by approximately $2.4 million. Realized gains or losses are determined based on the amortized cost of the specific security sold. During the nine month period ended September 30, 1994, the proceeds from sales of available-for-sale securities were $11,432,675, with gross realized gains of $154,193 and gross realized losses of $61,384 from those sales. For this period, the change in net unrealized holding gains on available-for-sale securities was a decrease of $ 2.8 million. There were no sales or transfers of securities classified as held-to-maturity. Page 4 Intangible Assets Goodwill represents the excess of the purchase price over the net value of tangible assets acquired and related core deposit intangibles identified in branch acquisitions. Goodwill is being amortized on a straight-line basis for a period of 10 years. The related core deposit intangibles are amortized on an accelerated basis over the estimated life of the deposits acquired. Goodwill totaled $232,244 and $262,103 at September 30, 1994 and December 31, 1993 respectively. Core deposit intangibles totaled $2,426,673 and $2,593,564 at September 30, 1994 and December 31, 1993, respectively. These amounts are included in Other Assets in the accompanying balance sheet. Employee Benefits The Corporation sponsors a postretirement health care plan that covers both salaried and nonsalaried employees. Effective January 1, 1993, the Corporation adopted the provisions of Statement of Financial Accounting Standards No. 106 which requires the accrual, during the years that employees render the necessary service, of the expected cost of providing those benefits to employees and their beneficiaries and covered dependents. The Corporation's postretirement health care plan provides that retired employees may remain on the Corporation's health care plan with each retiree's out-of-pocket contribution to the Corporation equal to their premium expense determined exclusively on the loss experience of the retirees in the plan. Income Taxes Effective January 1, 1993, the Corporation adopted the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. Accordingly, income tax expense for the quarter ended September 30, 1994 and 1993 is based upon the liability method. Certain income tax and expense items are reported in different time periods for tax purposes. Deferred or prepaid taxes are recorded in the balance sheet for these temporary differences. Earnings Per Share Earnings per share are computed by dividing net income by the weighted average number of common shares outstanding and common equivalent shares with a dilutive effect. On February 17, 1993, the Board of Directors declared a five percent stock dividend payable April 1, 1993 to shareholders of record on March 16, 1993. On February 16, 1994, the Board of Directors declared a three-for-two stock split, effective May 31, 1994 to shareholders of record on May 16, 1994. Common equivalent shares are shares which may be issuable to employees upon exercise of outstanding stock options. The average number of shares was 4,975,415 in the third quarter of 1994, and 4,916,853 in the third quarter of 1993. The average number of shares was 4,966,377 in the nine months ended September 30, 1994, and 4,911,451 in the nine months ended September 30, 1993. Page 5 NOTE 2 - Income Taxes Components for the provision of federal income taxes are as follows: September 30, 1994 Taxes currently payable $ 1,909,000 Deferred tax benefit (303,000) Income tax expense $ 1,606,000 The deferred income taxes are due primarily to the temporary differences related to depreciation, bad debt deductions and deferred loan fees. The difference between the provision for income taxes shown on the statement of income and amounts computed by applying the statutory federal income tax rate to income before tax expense is as follows: September 30, 1994 Income tax calculated at statutory federal rate of 34% $ 2,336,500 Increase(decrease) due to tax effect of Tax-exempt income (820,000) Nondeductible expense and other 89,500 Income tax expense $ 1,606,000 The components of the net deferred tax asset recorded in the balance sheet as of September 30, 1994 are as follows: Total deferred tax liabilities $ (518,000) Total deferred tax assets 2,323,000 Total valuation allowance -0- Net deferred tax asset $ 1,805,000 Page 6 SHORELINE FINANCIAL CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition: On September 30, 1994, total deposits amounted to $563.7 million, representing an increase of $15.8 million over total deposits on June 30, 1994. Total deposits averaged $554.8 million during the third quarter of 1994 which compares with average deposits of $551.4 million during the second quarter of 1994. While modest growth of $3.4 million was realized during the third quarter, a slight change in the mix of deposits from interest-bearing transaction accounts (NOW and Money Market Accounts) to savings and time deposits was experienced. Shoreline's time deposit balances have increased slightly during the second and third quarters of 1994, halting the trend of declines experienced during the fourth quarter of 1993 and the first quarter of 1994. Total loans amounted to $434.2 million on September 30, 1994. This is an increase of $4.3 million and $20.5 million from June 30, 1994 and December 31, 1993, respectively. The third quarter's growth in total loans was seen primarily in the mortgage loan portfolio. Mortgage loans totaled $174.9 million on September 30, 1994 which compares to $168.4 million on June 30, 1994. Mortgage loans averaged $171.4 million during the third quarter of 1994. Increased originations of mortgage loans deemed appropriate for portfolio accounted for this increase. On September 30, 1994, total loans classified as held-for-sale amounted to $6.6 million, an increase over previous quarters due primarily to the pending sale of Shoreline's student loan portfolio of approximately $4.3 million. This sale is anticipated to be consummated during the fourth quarter of 1994. Average commercial loans experienced a slight decline during the third quarter while consumer loan totals remained relatively stable. Total investment securities amounted to $130.4 million on September 30, 1994. This represents a decline of $3.9 million from June 30, 1994, primarily the result of paydowns received on mortgage-backed US Government Agency securities classified as available-for-sale. On September 30, 1994, investment securities available-for-sale totaled $89.4 million compared to the June 30, 1994 total of $96.4 million. Federal funds sold totaled $17.5 million on September 30, 1994 and averaged $14.1 million during the third quarter of 1994. This amount represents 2.3% of average total assets during this quarter. At September 30, 1994, non-performing assets (loans contractually past due 90 days or more, on non-accrual status, "troubled debt restructurings" and other real estate owned) totaled $3.1 million. This represents .70% of total loans. This ratio was .83%, .81% and 1.31% at June 30, 1994, March 31, 1994 and December 31, 1993, respectively. During the third quarter of 1994, Shoreline experienced net recoveries of charged-off loans in the amount of $299,651. The recovery of a large commercial loan charged-off during the second quarter of 1994 produced this result. On a year-to-date basis, net charge-offs amount to $197,697, which represents approximately .05% of Shoreline's average loan portfolio. Page 7 Completed Transactions: On May 28, 1994, Shoreline Financial Corporation's subsidiary banks, Inter-City Bank and Citizens Trust and Savings Bank consummated its announced merger resulting in a single bank named Shoreline Bank. This transaction did not impact the presentation of the consolidated financial statements of Shoreline Financial Corporation. Future Transactions: The Corporation previously announced agreements to purchase the South Haven, Michigan branch from Great Lakes Bancorp and the Adamsville, Michigan branch from Old Kent Bank. Deposits of these two branches total approximately $22 million. Delays encountered in the regulatory approval process have changed the anticipated closing of these transactions to the first quarter of 1995. Liquidity and Rate Sensitivity: During the third quarter of 1994, Shoreline's loan to deposit ratio was 77.8%. This is a slight increase over the second quarter's ratio of 77.4%. As noted above, federal funds sold represented 2.3% of Shoreline's total assets during the third quarter of 1994. This compares with the previous quarter's ratio of 1.4%. As of September 30, 1994, Shoreline had commitments to make or purchase loans, including the unused portion of lines of credit, totalling $78.7 million. As of September 30, 1994, the cumulative funding gaps of interest- earning assets and interest-bearing liabilities for selected maturity periods are illustrated as follows: Repriceable or Maturing Within: 0 to 3 0 to 12 0 to 5 (In thousands) Months Months Years Interest-earning assets Loans $183,194 $251,044 $343,397 Investment securities 13,655 38,803 113,471 Federal funds sold 17,425 17,425 17,425 Total 214,274 307,272 474,293 Repriceable or Maturing Within: 0 to 3 0 to 12 0 to 5 (In thousands) Months Months Years Interest-bearing liabilities Time deposits 56,980 160,741 248,586 Money market accounts 62,405 62,405 62,405 Demand and savings 186,459 186,459 186,459 Other borrowings 3,261 3,261 3,261 Total 309,105 412,866 500,711 Asset/(Liability) Gap $(94,831) $(105,594) $(26,418) Page 8 Interest-bearing demand and savings accounts subject to immediate withdrawal are included in the 0-3 month category. While these accounts may be withdrawn at the discretion of the customer and may be repriced at the discretion of management, it is felt that these type of accounts are not as sensitive to changes in interest rates in the short term. Therefore, management believes the liability gaps shown in the 3 and 12 month categories above distort the more realistic gap position of the Corporation. This belief is supported by the change in the Corporation's net interest margin during 1994. During the fourth quarter of 1993, Shoreline's net interest margin was 4.38%. The following three quarters the Corporation's net interest margin was 4.33%, 4.68% and 4.83%. This general improvement in the net interest margin followed the overall increase in rates during this same time period, (i.e Shoreline's prime rate increased from 6.00% in the first quarter 1994 to 7.75% in the third quarter of 1994) demonstrating a sensitivity on the asset side of the balance sheet. Capital Resources: Shareholders' equity totaled $55.7 million on September 30, 1994. Included in this total is $279,302 of net unrealized losses on available-for-sale securities. On September 15, 1994, the Corporation paid a cash dividend of $.16 per share. A summary of the Corporation's capital position follows: September 30, 1994 December 31, 1993 Without With unrealized unrealized holding holding losses losses Equity to assets 8.88% 8.84% 8.50% Leverage ratio 8.49% 8.45% 8.05% Risk-based capital: Tier 1 Capital 13.31% 13.24% 12.90% Total Capital 14.56% 14.49% 14.15% Results of Operations: Net income for the three months ended September 30, 1994 was $1,914,811, an increase of 5.6 percent over the same period in 1993. Year-to-date, net income stands at $5,265,787, which compares to net income through September 30, 1993 of $4,995,857 or an increase of 5.4 percent. Increased net interest income continues to drive the increase in net income. Through September 30th, net interest income is $1,478,000 greater in 1994 than through the same time period in 1993. The following tables will illustrate the effect that changes in rates and volumes of earning assets and interest-bearing liabilities had on net interest income: Page 9 THREE MONTHS ENDED SEPTEMBER 30 (Dollars in Thousands) 1994 1993 Interest income (taxable equivalent) $ 11,774 $ 10,856 Interest expense 4,755 4,486 Net interest income $ 7,019 $ 6,370 Average Volume: Interest-earning assets $576,595 $550,784 Interest-bearing liabilities 500,212 473,687 Net differential $ 76,383 $ 77,097 Average Yields/Rates Yield on earning assets 8.10% 7.88% Rate paid on liabilities 3.77% 3.79% Interest spread 4.33% 4.09% Net interest margin 4.83% 4.59% The change in net interest income (in thousands) is attributable to the following: Net Volume Rate Inc/(Dec) Interest-earning assets $ 575 $ 343 $ 918 Interest-bearing liabilities 290 ( 21) 269 Net interest $ 285 $ 364 $ 649 Page 10 NINE MONTHS ENDED SEPTEMBER 30 (Dollars in Thousands) 1994 1993 Interest income (taxable equivalent) $ 33,322 $ 31,327 Interest expense 13,524 12,819 Net interest income $ 19,798 $ 18,508 Average Volume: Interest-earning assets $573,382 $514,883 Interest-bearing liabilities 498,182 440,598 Net differential $ 75,200 $ 74,285 Average Yield/Rates: Yield on earning assets 7.75% 8.08% Rate paid on liabilities 3.62% 3.87% Interest spread 4.11% 4.21% Net interest margin 4.60% 4.76% The change in net interest income (in thousands) is attributable to the following: Net Volume Rate Inc/(Dec) Interest-earning assets $ 3,342 $(1,347) $ 1,995 Interest-bearing liabilities 1,577 ( 872) 705 Net interest $ 1,765 $( 475) $ 1,290 The provision for loan losses for the quarter ended September 30, 1994 totaled $200,007 which compares to the prior year's provision for the third quarter of $345,000. On a year-to-date basis, 1994's provision for loan losses stands at $550,000, a reduction of $545,000 from the same time period in 1993. The provision for loan losses is based upon loan loss experience and other factors which, in management's judgment, deserve current recognition in maintaining an adequate allowance for loan losses. 1994's decline in non-performing assets coupled with continued favorable experience in net-charge offs (described in Financial Condition section above) helped to support the reduction in 1994's provision for loan losses. Despite this decline in the provision, the allowance for loan losses as a percentage of total loans has remained stable. At September 30, 1993, this ratio was 1.35%. At September 30, 1994, the ratio was 1.37%. Page 11 Total other income for the third quarter of 1994 amounted to $1,248,603, a decrease of $208,759 or 14.3% from the prior year's quarter. Investment security transaction income accounted for the majority of this variance. Net gains from investment security transactions amounted to only $9,261 during the third quarter of 1994 which compares to $224,142 of gains realized during the third quarter of 1993. Reduced gains on the sale of mortgage loans during the third quarter in comparison to the prior year accounted for the negative comparison of other operating income. Other operating income amounted to $414,634 for the quarter ended September 30, 1994, a reduction of $62,981 or 13.2% from the prior year. On a year-to-date basis, total other operating income amounted to $3,477,443, a reduction of $165,204 or 4.5% from the previous year. In comparison to the prior year, reduced gains on the sale from investment securities and reduced gains from the sale of mortgage loans year offset the increased income realized in the deposit service charge and trust income areas. Total other expense amounted to $5,114,593 during the third quarter of 1994, an increase of $469,025 or 10.1 percent over the same period in 1993. Salaries and benefits totaled $2,609,732 in the third quarter of 1994, compared to $2,354,850 in the third quarter of 1993, an increase of $254,882 or 10.8%. Increased salary expense accounted for only $22,871 of this increase with increased benefits accounting for the remainder. Increased group insurance and pension expense produced the increase in benefits. Occupancy and equipment expense totaled $704,454 during the third quarter of 1994, an increase of $46,042 or 7.0% over the previous year. Increased equipment depreciation expense accounted for the majority of this increase. Other expense totaled $1,800,407 for the three months ended September 30, 1994. This represents an increase of $168,101 or 10.3% over the three months ended September 30, 1993. Increased advertising and supplies expense related to the merger of Shoreline's affiliate banks accounted for this increase. The increased level of expenses during the third quarter of 1994 raised Shoreline's overhead to average assets ratio to 3.29% from 3.19% in the second quarter of 1994. For the nine months ended September 30, 1994, total other expense amounted to $14,723,922. This represents an increase of 10.7% over the same period in 1993. Increased expenses associated with the 1993 branch acquisitions as well as expenses related to the merger of Shoreline's affiliate banks has produced this increase. However, as a percentage of average assets, Shoreline's year-to-date overhead ratio has declined slightly from 3.21% in 1993 to 3.19% in 1994. In summary, Shoreline's net income for the third quarter of 1994 produced a return on average shareholders' equity of 13.65% and a return on average assets of 1.22%. This compares to the prior year's ratios of 14.11% and 1.21%. On a year-to-date basis, Shoreline's return on average shareholders' equity stands at 12.86% and its return on average assets is 1.14%. 1993's ratios were 13.29% and 1.20%. Page 12 SHORELINE FINANCIAL CORPORATION PART II - OTHER INFORMATION Item 1. Legal Proceedings Shoreline's subsidiaries are parties, as plaintiff or defendant, to a number of legal proceedings, none of which is considered material, and all of which arise in the normal course of their operations. Item 2. Changes in Rights of Company's Security Holders Not Applicable Item 3. Defaults by the Company on its Senior Securities Not Applicable Item 4. Submission of Matters to a Vote of Security Holders Not Applicable Item 5. Other Materially Important Events Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Not Applicable (b) No reports on Form 8-K have been filed during the quarter. Page 13 SHORELINE FINANCIAL CORPORATION SIGNATURES Pursuant to the requirement 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. Shoreline Financial Corporation _______________________________ Registrant 11/14/94 Dan L. Smith Date______________ ______________________________________ Dan L. Smith Chairman, President and CEO 11/14/94 Wayne R. Koebel Date______________ ______________________________________ Wayne R. Koebel EVP, Chief Financial Officer Page 14