FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998. Commission file number 17262 -------------------------- S.Y. BANCORP, INC. - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Kentucky 61-1137529 - -------------------------- ---------------------------------- (State or other jurisdiction (I.R.S. Employer or organization) Identification No.) 1040 East Main Street, Louisville, Kentucky, 40206 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (502) 582-2571 - ------------------------------------------------------------------------------ (Registrant's telephone number, including area code) Not Applicable - ------------------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, no par value - 3,293,759 shares issued and outstanding at May 4, 1998 PART I - FINANCIAL INFORMATION Item 1. Financial Statements The following consolidated financial statements of S.Y. Bancorp, Inc. and Subsidiaries, Stock Yards Bank & Trust Company (Kentucky) and Stock Yards Bank & Trust Company (Indiana), are submitted herewith: Consolidated Balance Sheets March 31, 1998 and December 31, 1997 Consolidated Statements of Income for the three months ended March 31, 1998 and 1997 Consolidated Statements of Cash Flows for the three months ended March 31, 1998 and 1997 Notes to Consolidated Financial Statements S.Y. BANCORP, INC. AND SUBSIDIARIES Consolidated Balance Sheets March 31, 1998 and December 31, 1997 March 31, 1998 December 31,1997 (In thousands, except share data) -------------- ----------------- Assets Cash and due from banks $ 26,796 $ 18,153 Federal funds sold 4,000	 6,000 Mortgage loans held for sale 9,284 5,183 Securities available for sale (amortized cost $27,798 in 1998 and $31,019 in 1997) 28,110 31,462 Securities held to maturity (approximate market value $37,007 in 1998 and $28,962 in 1997) 36,755 28,652 Loans 397,971 370,293 Allowance for loan losses 6,191 5,921 ------- ------- Net loans 391,780 364,372 Premises and equipment 14,023 13,903 Accrued interest receivable and other assets 11,056 10,872 ------- ------- TOTAL ASSETS $521,804 $478,597 ======= ======= Liabilities and Stockholders' Equity Deposits Non-interest bearing $ 74,999 $ 72,103 Interest bearing 385,743 345,468 ------- ------- Total deposits 460,742 417,571 Securities sold under agreements to repurchase and federal funds purchased 10,831 13,684 Short-term borrowings 4,778 4,483 Accrued interest payable and other liabilities 4,814 3,827 Long-term debt 2,100 2,115 ------- ------- TOTAL LIABILITIES 483,265 441,680 ------- ------- Stockholders' equity Common stock, no par value; 5,000,000 shares authorized; 3,290,082 and 3,281,971 shares issued and outstanding in 1998 and 1997, respectively 5,513 5,486 Surplus 13,823 13,644 Retained earnings 18,998 17,495 Accumulated other comprehensive income 205 292 ------- ------- TOTAL STOCKHOLDERS' EQUITY 38,539 36,917 ------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $521,804 $478,597 ======= ======= See accompanying notes to consolidated financial statements. S.Y. BANCORP, INC. AND SUBSIDIARIES Consolidated Statements of Income For the three months ended March 31, 1998 and 1997 1998 1997 ---- ---- (In thousands, except share and per share data) Interest income Loans $8,785 $7,061 Federal funds sold 89 180 Mortgage loans held for sale 96 57 U.S. Treasury and Federal agencies 805 823 Obligations of states and political subdivisions 116 96 ----- ----- Total interest income 9,891 8,217 ----- ----- Interest expense Deposits 4,240 3,363 Securities sold under agreements to repurchase and federal funds purchased 150 152 Short-term borrowings 30 22 Long-term debt 39 43 ----- ----- Total interest expense 4,459 3,580 ----- ----- Net interest income 5,432 4,637 Provision for loan losses 300 225 ----- ----- Net interest income after provision for loan losses 5,132 4,412 ----- ----- Non-interest income Investment management and trust services 1,060 646 Service charges on deposit accounts 555 444 Gains on sales of mortgage loans held for sale 323 213 Gains on sales of securities available for sale 184 80 Other 306 197 ----- ----- Total non-interest income 2,428 1,580 ----- ----- Non-interest expenses Salaries and employee benefits 2,557 2,317 Net occupancy expense 309 255 Furniture and equipment expense 404 357 Other 1,499 867 ----- ----- Total non-interest expenses 4,769 3,796 ----- ----- Income before income taxes 2,791 2,196 Income tax expense 894 713 ----- ----- Net income $1,897 $1,483 ===== ===== Net income per share Basic $ .58 $ .45 ===== ===== Diluted $ .56 $ .44 ===== ===== Average common shares Basic 3,288,972 3,273,017 ========= ========= Diluted 3,407,197 3,383,768 ========= ========= See accompanying notes to consolidated financial statements. S.Y. BANCORP, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the three months ended March 31, 1998 and 1997 1998 1997 (In thousands) ------ ------ Operating Activities Net income $ 1,897 $1,483 Adjustments to reconcile net income to net cash provided (used) by operating activities Provision for loan losses 300 225 Depreciation, amortization and accretion, net 365 300 Gains on sales of mortgages held for sale ( 323) ( 213) Gains on sales of securities available for sale ( 184) ( 80) Origination of mortgage loans held for sale ( 21,669) (13,521) Proceeds from sales of mortgage loans held for sale 17,891 13,984 (Increase) decrease in accrued interest receivable and other assets ( 157) ( 95) Increase (decrease) in accrued interest payable and other liabilities 987 752 ------ ------ Net cash provided (used) by operating activities (893) 2,835 ------ ------ Investing Activities Net (increase) decrease in federal funds sold 2,000 4,500 Purchases of securities available for sale ( 3,097) ( 17,749) Purchases of securities held to maturity ( 27,315) ( 9,998) Proceeds from maturities of securities available for sale 1,388 30 Proceeds from maturities of securities held to maturity 19,278 24,485 Proceeds from sales of securities available for sale 5,031 3,026 Proceeds from sales of other real estate owned - 172 Net (increase) decrease in loans ( 27,708) ( 10,128) Purchases of premises and equipment ( 451) ( 1,068) ------ ------ Net cash provided (used) by investing activities ( 30,874) ( 6,730) ------ ------ Financing Activities Net increase (decrease) in deposits 43,171 13,077 Net increase (decrease) in securities sold under agreements to repurchase and federal funds purchased( 2,853) ( 3,542) Net increase (decrease) in short-term borrowings 295 582 Issuance of common stock for options and dividend reinvestment plan 206 76 Cash dividends paid ( 394) ( 327) Repayments of long-term debt ( 15) ( 402) ------ ------ Net cash provided (used) by financing activities 40,410 9,464 ------ ------ Net increase (decrease) in cash and cash equivalents 8,643 5,569 Cash and cash equivalents at beginning of period 18,153 15,348 ------ ------ Cash and cash equivalents at end of period $ 26,796 $ 20,917 ====== ====== Income tax payments were $0 in 1998, and $0 in 1997. Cash paid for interest was $4,578,000 in 1998, and $3,439,000 in 1997. See accompanying notes to consolidated financial statements. S.Y. BANCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Summary of Significant Accounting Policies The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. The consolidated financial statements of S.Y. Bancorp, Inc. and Subsidiaries reflect all adjustments (consisting only of adjustments of a normal recurring nature) which are, in the opinion of management, necessary for a fair presentation of financial condition and results of operations for the interim periods. The consolidated financial statements include the accounts of S.Y. Bancorp, Inc. and its wholly owned subsidiaries, Stock Yards Bank & Trust Company, a Kentucky bank, and Stock Yards Bank & Trust Company, an Indiana bank. All significant intercompany transactions have been eliminated in consolidation. A description of other significant accounting policies is presented in the notes to the Consolidated Financial Statements for the year ended December 31, 1997 included in S.Y. Bancorp, Inc.'s Annual Report on Form 10-K for the year then ended. Interim results for the quarter ended March 31, 1998 are not necessarily indicative of the results for the entire year. (2) Allowance for Loan Losses An analysis of the changes in the allowance for loan losses for the three months ended March 31 follows (in thousands) 1998 1997 ----- ----- Beginning balance $5,921 $5,155 Provision for loan losses 300 225 Loans charged off ( 57) ( 31) Recoveries 27 10 ----- ----- Ending balance $6,191 $5,359 ===== ===== 3) Comprehensive Income S.Y. Bancorp, Inc. adopted FASB Statement No. 130, "Reporting Comprehensive Income", during the first quarter of 1998. This statement established standards for reporting and displaying comprehensive income and its components. Comprehensive income is defined as "the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners." Comprehensive income for S.Y. Bancorp, Inc. and subsidiaries includes net income and unrealized gains and losses on securities available for sale. The following table sets forth the components of comprehensive income for the three months ended March 31 (in thousands). 1998 1997 ----- ----- Net Income $ 1,897 $ 1,483 Other comprehensive income, net of tax: Unrealized gains on securities Unrealized holding gains arising during period 208 ( 255) Less reclassification adjustment for gains included in net income ( 121) ( 53) ----- ----- 87 ( 308) ----- ----- Comprehensive income $ 1,984 $ 1,175 ===== ===== (4) Net Income per share The following table reflects, for the three months ended March 31, the numerators (net income) and denominators (average shares outstanding) for the basic and diluted net income per share computations (in thousands except per share data). 1998 1997 ----- ----- Net income, basic and diluted $ 1,897 $ 1,483 ===== ===== Average shares outstanding 3,289 3,273 Effect of dilutive securities 118 111 ----- ----- Average shares outstanding including dilutive securities $ 3,407 $ 3,384 ===== ===== Net income per share, basic $ .58 $ .45 ===== ===== Net income per share, diluted $ .56 $ .44 ===== ===== Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This item discusses the results of operations for S.Y. Bancorp, Inc. ("Bancorp"), and its subsidiaries, Stock Yards Bank & Trust Company ("the Kentucky Bank") and Stock Yards Bank & Trust Company ("the Indiana Bank") for the three months ended March 31, 1998 and compares that period with the same period of the previous year. Unless otherwise indicated, all references in this discussion to the "Banks" include Bancorp. In addition, the discussion describes the significant changes in the financial condition of Bancorp and the Banks that have occurred during the first three months of 1998 compared to December 31, 1997. This discussion should be read in conjunction with the consolidated financial statements and accompanying notes presented in Part I, Item 1 of this report. A. RESULTS OF OPERATIONS Net income of $1,897,000 for the three months ended March 31, 1998 increased $414,000 or 27.9% from $1,483,000 for the comparable 1997 period. Basic net income per share was $.58 for the first quarter of 1998, an increase of 28.9% from the $.45 for the same period in 1997. Net income on a diluted basis was $.56 for the first quarter of 1998 compared to $.44 for the first quarter of 1997. This represents a 27.3% increase. Return on average assets and return on average stockholders' equity were 1.56% and 20.32%, respectively, for the first quarter of 1998, compared to 1.47% and 18.58%, respectively, for the same period in 1997. The following paragraphs provide an analysis of the significant factors affecting operating results and financial condition. Net Interest Income In thousands except percentages Three Months Ended March 31 1998 1997 ------ ------ Interest income $ 9,891 $ 8,217 Tax equivalent 50 44 ------ ------ Interest income, tax equivalent basis 9,941 8,261 Total interest expense 4,459 3,580 ------ ------ Net interest income , tax equivalent basis (1) $ 5,482 $ 4,681 ====== ====== Net interest spread (2), annualized 4.09% 4.06% ====== ====== Net interest margin (3), annualized 4.89% 4.92% ====== ====== Notes: (1) Net interest income, the most significant component of the Banks' earnings, is total interest income less total interest expense. The level of net interest income is determined by the mix and volume of interest earning assets, interest bearing deposits and borrowed funds, and by changes in interest rates. (2) Net interest spread is the difference between the taxable equivalent rate earned on interest earning assets less the rate expensed on interest bearing liabilities. (3) Net interest margin represents net interest income on a taxable equivalent basis as a percentage of average interest earning assets. Net interest margin is affected by both the interest rate spread and the level of non-interest bearing sources of funds, primarily consisting of demand deposits and stockholders' equity. Fully taxable equivalent net interest income of $5,482,000 for the three months ended March 31, 1998 increased $801,000 or 17.1% from $4,681,000 for the same period last year. Net interest spread and net interest margin were 4.09% and 4.89%, respectively, for the first quarter of 1998 and 4.06% and 4.92%, respectively, for the first quarter of 1997. Average earning assets increased $69,103,000, or 17.9% to $454,692,000 for the first quarter of 1998 compared to 1997. Average interest bearing liabilities increased $64,657,000 or 20.6% to $378,389,000 for the first three months of 1998 compared to 1997. Interest rate sensitivity has a major impact on the earnings of the Banks As interest rates change in the market, rates earned on assets do not necessarily move identically with rates paid on liabilities. Proper asset and liability management involves the matching of interest sensitive assets and liabilities to reduce interest rate risk. The Banks manage interest rate risk by making both variable and fixed rate loans. Fixed rate loans are matched, along with investment securities against longer term fixed rate time deposits. The Banks' largest interest earning asset is loans and approximately half of the loan portfolio is comprised of variable rate loans. Variable rate loans reprice immediately with a change in prime rates. Deposits, the Banks' largest interest bearing liability, do not respond as quickly nor as significantly to changes in market interest rates. At March 31, 1998 Bancorp was slightly asset sensitive through one year. With this position more interest bearing assets reprice within one year than do interest bearing liabilities. This position is generally favorable to net interest margin during periods of rising interest rates and generally unfavorable during periods of declining rates. At March 31, 1998 Bancorp's cumulative asset sensitivity position for one year was 1.45%. Bancorp's management believes it has the ability to effectively manage the degree of interest rate risk inherent in its interest sensitive financial instruments. Provision for Loan Losses The allowance for loan losses is based on management's continuing review of individual credits, recent loss experience, current economic conditions, the risk characteristics of the various categories of loans, and such other factors that, in management's judgement, deserve current recognition in estimating loan losses. An analysis of the changes in the allowance for loan losses and selected ratios follow: Three months ended March 31 (In thousands except percentages) 1998 1997 ------- ------- Balance at January 1 $ 5,921 $ 5,155 Provision for loan losses 300 225 Loan charge-offs, net of recoveries ( 30) ( 21) ------- ------- Balance at March 31 $ 6,191 $ 5,359 ======= ======= Average loans, net of unearned income $383,330 $308,784 ======= ======= Provision for loan losses to average loans (1) .31% .29% ======= ======= Net loan charge-offs to average loans (1) .03% .03% ======= ======= Allowance for loan losses to average loans 1.62% 1.74% ======= ======= Allowance for loan losses to period-end loans 1.56% 1.72% ======= ======= (1) Amounts annualized Non-interest Income and Expenses The following table sets forth the major components of non-interest income and expenses for the three months ended March 31, 1998 and 1997. In thousands Three Months Ended March 31 1998 1997 Non-interest income ----- ----- Investment management and trust services $1,060 $ 646 Service charges on deposit accounts 555 444 Gains on sales of mortgage loans held for sale 323 213 Gains on sales of securities available for sale 184 80 Other 306 197 ----- ----- Total non-interest income $2,428 $1,580 ===== ===== Non-interest expenses Salaries and employee benefits $2,557 $2,317 Net occupancy expense 309 255 Furniture and equipment expense 404 357 Other 1,499 867 ----- ----- Total non-interest expenses $4,769 $3,796 ===== ===== Non-interest income increased $848,000, or 53.7%, for the first quarter of 1998, compared to the same period in 1997. Trust income increased $414,000 or 64.1% in the first quarter of 1998, as compared to the same period in 1997. Trust assets under management at March 31, 1998 were $691 million as compared to $632 million at December 31, 1997 and $538 million at March 31, 1997. In addition to asset growth, trust income in the first quarter of 1998 benefited from a fee rate increase in June, 1997 and approximately $115,000 in non recurring estate fees. Service charges on deposit accounts increased $111,000 or 25.0% in the first quarter of 1998 as compared to the same period in 1997. Growth in deposit accounts spurred by the opening of new branch offices and by unfavorable reactions to recent mergers of other local institutions has presented opportunities for increased fee income in this area. Additionally, some deposit service charges were raised in the second quarter of 1997. Gains on sales of mortgage loans were $323,000 in the first quarter of 1998 compared to $213,000 in 1997. The Kentucky Bank operates a mortgage banking company which originates residential mortgage loans and sells the loans in the secondary market. The volume of loans originated by the mortgage company increased dramatically in the first quarter of 1998. Favorable interest rates in the first quarter of 1998 stimulated home buying and refinancing. Gains on sales of securities available for sale during the first quarter of both 1998 and 1997 occurred as management sold lower yielding, shorter term securities for intermediate term, higher yielding securities. Other non-interest income increased $109,000 or 55.3% in the first quarter of 1998 compared to 1997. Numerous factors contribute to this increase, none of which are individually significant. Non-interest expenses increased $973,000 or 25.6% for the first quarter of 1998 compared to the same period in 1997. Salaries and employee benefits increased $240,000, or 10.4%, for the first quarter of 1998 compared to the same period in 1997. These increases arose in part from regular salary increases. Also, employees continue to be added to support the Banks' growth. The Banks had 248 full time equivalent employees as of March 31, 1998 and 228 full time equivalents as of March 31, 1997. In addition, the Banks have an incentive plan in place which is based on profitability and employee performance. Expense accrues throughout the year, and with higher earnings and a growing employee base, these incentives have increased. Net occupancy expense increased $54,000 or 21.2% in the first quarter of 1998 as compared to 1997. Furniture and equipment expense increased $47,000, or 13.2%, for the first quarter of 1998 compared to 1997. These increases are largely due to the opening of new banking centers. In 1997, the Stony Brook and Clarksville branches moved into permanent facilities, and the historic rehabilitation of the Bourbon Stockyards Exchange building was completed. Virtually all non-customer contact employees moved into this building during the second quarter of 1997. Additionally, the Banks continue to update computer equipment and software as technology advances. These additions flow through the statement of income as depreciation expense. Other non-interest expenses have increased $632,000 or 72.9% in the first quarter of 1998 as compared to 1997. Again, this increase is reflective of the Banks' expansion. Included in other non-interest expenses for the first quarter of 1998 are $150,000 representing a buy-out of a lease for a future branch location and advertising expenses of $285,000 compared to $20,000 in 1997 The Banks have embarked on a large advertising campaign to attract bank and investment management customers. Income Taxes Bancorp had income tax expense of $894,000 for the first three months of 1998, compared to $713,000 for the same period in 1997. The effective rate was 32.0% in 1998 and 32.5% in 1997. B. FINANCIAL CONDITION Total Assets Total assets increased $43,207,000 from December 31, 1997 to March 31, 1998. Average assets for the first three months of 1998 were $491,892,000. Total assets at March 31, 1998 increased $95,048,000 from March 31, 1997, representing a 22.3% increase. Since year end, loans have increased approximately $27.7 million; cash and due from banks and federal funds sold increased $6.6 million; securities available for sale decreased $3.4 million, and securities held to maturity increased $8.1 million. Mortgage loans available for sale increased $4.1 million. Nonperforming Loans and Assets Nonperforming loans, which include nonaccrual and loans past due over 90 days, totaled $274,000 at March 31, 1998 and $290,000 at December 31, 1997. This represents .07% of total loans at March 31, 1998 compared to .08% at December 31, 1997. Nonperforming assets, which include nonperforming loans, other real estate and repossessed assets, totaled $274,000 at March 31, 1998 and $290,000 at December 31, 1997. The Company had no other real estate at either date. This represents .05% of total assets at March 31, 1998 compared to .06% at December 31, 1997. C. LIQUIDITY The role of liquidity is to ensure that funds are available to meet depositors' withdrawal and borrowers' credit demands while at the same time maximizing profitability. This is accomplished by balancing changes in demand for funds with changes in the supply of those funds. Liquidity to meet demand is provided by maturing assets, short-term liquid assets that can be converted to cash, and the ability to attract funds from external sources - principally deposits. The Banks have a number of sources of funds to meet its liquidity needs on a daily basis. An increase in loans affects liquidity as the repayment of principal and interest are a daily source of funds. The deposit base, consisting of relatively stable consumer and commercial deposits, and large denomination ($100,000 and over) certificates of deposit, is another source of funds. The majority of these deposits are from long term customers and are a stable source of funds. In addition, federal funds purchased continue to be a source of funds. Other sources of funds available to meet daily needs include the sale of securities under agreements to repurchase and funds made available under a treasury tax and loan note agreement with the federal government. Also, the Kentucky Bank is a member of the Federal Home Loan Bank of Cincinnati (FHLB). As a member of the FHLB, the Kentucky Bank has access to credit products of the FHLB. These credit services provide the Kentucky Bank with another source of funds. To date, the Kentucky Bank has not accessed this source of funds. Bancorp's liquidity depends primarily on the dividends paid to it as the sole shareholder of the Banks. At March 31, 1998, the Banks may pay up to $9,963,000 in dividends to Bancorp without regulatory approval. D. CAPITAL RESOURCES At March 31, 1998, stockholders' equity totaled $38,539,000, an increase of $1,622,000 since December 31, 1997. One component of equity is accumulated other comprehensive income which for Bancorp consists solely of net unrealized gains on securities available for sale, net of taxes. Accumulated other comprehensive income was $205,000 at March 31, 1998 and $292,000 at December 31, 1997. Bank holding companies and their subsidiary banks are required by regulators to meet risk based capital standards. These standards, or ratios, measure the relationship of capital to a combination of balance-sheet and off-balance sheet risks. The values of both balance sheet and off-balance sheet items are adjusted to reflect credit risks. At March 31, 1998, Bancorp's tier 1 total risk based capital and leverage ratios were 8.87%, 10.20% and 7.21%, respectively. These ratios exceed the minimum required by regulators to be well capitalized. Capital ratios of the Kentucky Bank and the consolidated entity have decreased slowly. With the rapid expansion of the Kentucky Bank, assets have increased faster than capital has grown. Management monitors this situation and plans to maintain capital ratios within well capitalized parameters. E. NEW ACCOUNTING PRONOUNCEMENTS In June 1997, the Financial Accounting Standards Board issued Statement No. 131, "Disclosures about Segments of the Enterprise and Related Information." This statement requires reporting of certain information about operating segments and is effective in 1998. F. YEAR TWO THOUSAND Bancorp's Management has undertaken an evaluation of the effects Year 2000 will have on its information system and other important aspects of its business. The program has five phases: awareness, assessment, renovation, validation and implementation. The Year 2000 project coordinator and committee report to the Board of Directors with regard to the project plan and status. Costs to prepare for the Year 2000 include new hardware, software, internal staff costs and some consulting. Because Bancorp has made recent large investments in upgrades of hardware and software, management does not anticipate significant incremental information systems costs related to the Year 2000. Bancorp recorded expense related to the Year 2000 of $60,000 in 1997 and management anticipates incurring a similar total for 1998. Management is also addressing the matter of loan collectibility as it relates to customers' accounting, manufacturing, and other systems. Customers' noncompliance with Year 2000 issues could adversely affect their ability to service their debt. Management's evaluation of the creditworthiness of customers will now include a review of the customer's self assessment as to compliance with Year 2000 issues. Part II - Other Information Item 3. Quantitative and Qualitative Disclosures about Market Risk Information required by this item is include in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations." Item 4. Submission of Matters to a Vote of Security Holders None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (11) Computation of Per Share earnings (b) Reports on Form 8-K The registrant was not required to file a Form 8-K for any of the three months ended March 31, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized S.Y. BANCORP, INC. Date: May 12, 1998 By: /s/ David H. Brooks --------------------- David H. Brooks, Chairman and Chief Executive Officer Date: May 12, 1998 By: /s/ David P. Heintzman ------------------------ David P. Heintzman, President Date: May 12, 1998 By: /s/ Nancy B. Davis -------------------- Nancy B. Davis, Senior Vice President, Treasurer and Chief Financial Officer