U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED JUNE 30, 1997
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
TO
Commission file number 000-21658
MINDEN BANCSHARES, INC.
(Exact name of small business issuer as specified in its charter)
Louisiana 72-0980704
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
401 Main Street, Minden, Louisiana 71055
(Address of principal executive offices) (Zip Code)
(318) 377-4283
(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the past 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
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
280,511 as of July 31, 1997
Transitional Small Business Disclosure Format (Check one):
Yes No X
Page 1 of 38 Pages
Exhibit Index - 25
FORM 10-QSB
INDEX
PART I Page
Item 1. Financial Statements - Minden Bancshares,
Inc. and Subsidiary
Consolidated Balance Sheets as of
June 30, 1997 and December 31, 1996 4
Consolidated Statements of Income for
the Three Months and Six Months
Ended June 30, 1997 and 1996 5
Consolidated Statements of Cash Flows
for the Six Months ended June 30, 1997,
and 1996 6
Notes to Consolidated Financial 7-8
Statements
Item 2. Management's Discussion and Analysis 9-24
PART II
Item 4. Submission of Matters to a Vote
of Security Holders 25
Item 6. Exhibits and Reports on Form 8-K 25
PART I - Financial Information
ITEM 1. FINANCIAL STATEMENTS
MINDEN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
June December
ASSETS 1997 1996
-------------------------------------------(in thousands, except per share data)
Cash and Cash Equivalents:
Cash and Due From Banks $20,425 $14,907
Federal Funds Sold 20,200 8,500
--------- ---------
Total 40,625 23,407
--------- ---------
Securities:
Held to Maturity 14,646 14,784
Available for Sale 89,098 90,447
--------- ---------
Total 103,744 105,231
--------- ---------
Federal Reserve Bank and Federal Home Loan Bank Stock 1,261 1,205
Loans, Less Allowance for Loan Losses of $3,596 and $3,306 131,838 112,040
Accrued Interest Receivable 2,489 2,178
Bank Premises and Equipment 3,274 3,093
Real Estate Owned Other Than Bank Premises 260 217
Other Assets 4,532 2,661
--------- ---------
Total Assets $288,023 $250,032
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------------------------
Liabilities:
-----------
Deposits:
Demand $41,257 $38,197
Savings and Interest-Bearing Demand 77,483 78,440
Time 130,247 99,359
--------- ---------
Total Deposits 248,987 215,996
Securities Sold Under Repurchase Agreement 7,193 5,418
Accrued Interest Payable 995 860
Other Liabilities 942 132
Note Payable 90 90
--------- ---------
Total Liabilities 258,207 222,496
--------- ---------
Stockholders' Equity:
--------------------
Common Stock, par value $2.50 per share; 500,000
shares authorized; 309,816 shares issued;
280,511 and 280,549 shares outstanding 775 775
Additional Paid-In Capital 11,205 11,205
Undivided Profits 19,013 16,778
Net Unrealized Gain (Loss) on Available for Sale Securities 123 75
Treasury Stock-At Cost (1,300) (1,297)
--------- ---------
Total Stockholders' Equity 29,816 27,536
--------- ---------
Total Liabilities and Stockholders' Equity $288,023 $250,032
========= =========
See accompanying notes.
MINDEN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS & SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
Three Months Six Months
Ended June 30 Ended June 30
================== ===================
1997 1996 1997 1996
-------- -------- -------- ---------
Interest Income: (in thousands, except per share data)
---------------
Interest and Fees on Loans $3,051 $2,542 $5,818 $5,016
Securities:
Held to Maturity (non-taxable) 188 186 373 370
Available for Sale 1,343 1,191 2,600 2,257
Federal Funds Sold 233 256 456 535
Federal Reserve Stock and Other 23 17 41 35
Interest-Bearing Balances with Banks 56 20 82 58
-------- -------- -------- ---------
Total Interest Income 4,894 4,212 9,370 8,271
-------- -------- -------- ---------
Interest Expense:
----------------
Savings and Interest-Bearing Demand Deposits 561 527 1,118 1,029
Time Deposits 1,492 1,226 2,779 2,423
Securities Sold Under Repurchase Agreement and Other 73 76 138 144
-------- -------- -------- ---------
Total Interest Expense 2,126 1,829 4,035 3,596
-------- -------- -------- ---------
Net Interest Income 2,768 2,383 5,335 4,675
Provision for Loan Losses 0 0 0 0
-------- -------- -------- ---------
Net Interest Income After
Provision for Loan Losses 2,768 2,383 5,335 4,675
-------- -------- -------- ---------
Other Income:
------------
Service Charges 398 375 789 747
Trust Department Fees 5 3 7 35
Other Operating Income 162 128 322 279
-------- -------- -------- ---------
Total Other Income 565 506 1,118 1,061
-------- -------- -------- ---------
Operating Expenses:
------------------
Salaries and Employee Benefits 756 698 1,468 1,392
Occupancy Expense 103 88 196 288
Furniture and Equipment Expense 72 55 136 113
Other Operating Expenses 608 399 1,095 781
-------- -------- -------- ---------
Total Operating Expense 1,539 1,240 2,895 2,574
-------- -------- -------- ---------
Income Before Income Taxes 1,794 1,649 3,558 3,162
Income Taxes 562 509 1,112 974
-------- -------- -------- ---------
Net Income $1,232 $1,140 $2,446 $2,188
======== ======== ======== =========
Earnings Per Share $4.39 $4.06 $8.72 $7.80
======== ======== ======== =========
Dividends Declared Per Share $0.75 $0.65 $0.75 $0.65
======== ======== ======== =========
See accompanying notes.
MINDEN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
====================
1997 1996
--------- ---------
Cash Flows from Operating Activities: (in thousands, except per share data)
------------------------------------
Net Income $2,446 $2,188
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 190 169
(Gain) Loss on Sale of ORE 0 (5)
(Increase) Decrease in Accrued Interest Receivable (311) (349)
Acquisition of Goodwill (1,872) 0
(Increase) Decrease in Other Assets (106) 33
Increase (Decrease) in Accrued Interest Payable 135 73
Increase (Decrease) in Other Liabilities 810 417
--------- ---------
Total Adjustments (1,154) 338
--------- ---------
Net Cash Provided (Used) by Operating Activities 1,292 2,526
Cash Flows from Investing Activities:
------------------------------------
Proceeds from Sales and Maturities of Investment Securities 28,735 28,110
Purchase of Investment Securities (27,231) (38,713)
Proceeds from Sales of ORE 0 14
Purchase of First Federal Savings Bank-property (175) 0
Purchase of Equipment (114) (75)
Net (Increase) Decrease in Loans (19,841) (10,537)
--------- ---------
Net Cash (Used) by Investing Activities (18,626) (21,201)
Cash Flows from Financing Activities:
------------------------------------
Dividends Paid (211) (183)
Net Increase (Decrease) in Demand Deposits 3,060 (1,475)
Net Increase (Decrease) in Savings and Interest-Bearing
Demand Deposits (957) 4,841
Net Increase (Decrease) in Time Deposits 30,888 5,626
Net Increase (Decrease) in Securities Sold Under
Repurchase Agreements 1,775 1,811
Purchase of Treasury Stock (3) (3)
--------- ---------
Net Cash Provided by Financing Activities 34,552 10,617
--------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents 17,218 (8,058)
Cash and Cash Equivalents at Beginning of Period 23,407 32,621
--------- ---------
Cash and Cash Equivalents at End of Period $40,625 $24,563
========= =========
Cash Payments: Interest $3,900 $3,515
========= =========
Income Taxes $1,068 $943
========= =========
See accompanying notes.
MINDEN BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
June 30, 1997
1. Basis of Presentation
The unaudited interim consolidated financial statements of
Minden Bancshares, Inc. and subsidiary are prepared in accordance
with generally accepted accounting principles for interim financial
information except as described below:
On May 21, 1997, Minden Bank & Trust Company ("Minden Bank"),
wholly owned subsidiary of Minden Bancshares, Inc. ("the Company"),
acquired all of the outstanding shares of First Federal Savings Bank
("First Federal")in Shreveport, Louisiana, and merged it into itself.
First Federal's stockholders' equity was $3,539,000 on the date of
acquisition and Minden Bank paid $5,411,000 resulting in $1,872,000
of goodwill being recorded. The acquisition was recorded under the
"Purchase Method" and the entries recording the purchase are summarized
as follows:
ASSETS ACQUIRED ($Thousands)
Cash and due from banks $ 2,931
Investment securities-AFS 17,622
Net loans 14,487
Facilities and equipment 232
Other assets 17
Goodwill 1,872
--------
Total Assets 37,161
--------
LIABILITIES ACQUIRED
Non-interest bearing deposits 148
Interest bearing deposits 31,505
--------
Total Deposits 31,653
Other liabilities 97
--------
Total Liabilities 31,750
--------
Net Cash Payment $ 5,411
========
In the opinion of management, all adjustments (consisting only
of normal recurring adjustments) necessary for a fair presentation of
the financial position and the results of operations for the interim
periods presented have been included.
2. Statement of Cash Flows
For purposes of the Consolidated Statements of Cash Flows, the
Company has defined cash equivalents as those amounts included in the
balance sheets captions Cash and due from banks and Federal funds
sold. Cash flows from loans and deposits of the Company's bank
subsidiary are reported on a net basis.
3. Investment Securities
The specific identification method is used to determine realized
gains and losses on sales of investment securities which is included
in other operating income.
Debt securities available for sale are carried at fair market
value by means of valuation account in accordance with SFAS 115. At
June 30, 1997, the fair market value of securities available for sale
was $186,000 more than amortized cost and at December 31, 1996, the
fair market value was $114,000 more than amortized cost.
Debt securities held to maturity are carried at cost, adjusted
for the amortization of premiums and accretion of discount. The
amortized cost and estimated market value of securities held to
maturity at June 30, 1997 and December 31, 1996, are as follows:
Securities Held to Maturity
---------------------------
Gross Gross Estimated
Book Unrealized Unrealized Market
Value Gains Losses Value
----- ---------- ---------- --------
June 30, 1997 14,646 344 22 14,968
December 31, 1996 14,784 203 72 14,915
4. Earnings per Common Share
The earnings per common share are computed by dividing the net
income for the interim periods by the weighted average number of
common shares outstanding. The weighted average number of shares
outstanding in the second quarter, 1997, and 1996, were 280,530 and
280,642 respectively, and for the first six months of 1997 and 1996,
were 280,540 and 280,647 respectively.
PART I - Financial Information Continued
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
MINDEN BANCSHARES, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
CONSOLIDATED INCOME SUMMARY
AND SELECTED FINANCIAL DATA
(in thousands, except per share and ratio data)
Three Months Ended Six Months Ended
June 30 June 30 June 30 June 30
1997 1996 1997 1996
Interest income $4,894 $4,212 $9,370 $8,271
Interest expense 2,126 1,829 4,035 3,596
--------- ----------- --------- ----------
Net interest income 2,768 2,383 5,335 4,675
Provision for possible loan losses 0 0 0 0
--------- ----------- --------- ----------
Net interest income after provision 2,768 2,383 5,335 4,675
Noninterest income 565 506 1,118 1,061
Noninterest expense 1,539 1,240 2,895 2,574
--------- ----------- --------- ----------
Income before taxes 1,794 1,649 3,558 3,162
Income tax expense 562 509 1,112 974
--------- ----------- --------- ----------
Net income $1,232 $1,140 $2,446 $2,188
========= =========== ========= ==========
Earnings per share <F1> $4.39 $4.06 $8.72 $7.80
Dividends declared per share $0.75 $0.65 $0.75 $0.65
Average shares outstanding 280.5 280.6 280.5 280.6
Book value per share $106.28 $90.68 $106.28 $90.68
Selected Quarter End Balances:
Loans $l35,434 $109,874
Deposits 248,987 205,088
Debt 7,193 7,613
Equity 29,816 25,448
Total Assets 288,023 239,743
Selected Average Balances:
Loans 126,669 107,056 121,745 103,604
Deposits 232,301 206,713 224,394 201,489
Debt 6,961 7,211 6,619 6,734
Equity 29,276 25,343 28,701 24,854
Total Assets 270,372 240,867 261,258 234,512
Selected Ratios (%)
Return on average assets 1.83% 1.90% 1.89% 1.87%
Return on average equity 16.88% 18.04% 17.19% 17.66%
Net interest margin (taxable equivalent) 4.47% 4.37% 4.50% 4.41%
Tier 1 risk-based capital 19.39% 21.37%
Total risk based capital 20.71% 22.64%
Tier 1 Leverage 9.75% 9.95%
<F1> Earnings per share is based on the weighted average number
of shares in the respective period
OVERVIEW
The Company's second quarter 1997 net income totalled $1,232 thousand,
($4.39 per share) up 8 percent from $1,140 thousand ($4.06 per share) in the
second quarter, 1996. For the first six months of 1997, net income was $2,446
thousand ($8.72 per share) up 12% from $2,188 thousand ($7.80 per share) in
the first half of 1996.
The return on average assets was 1.83 percent for the second quarter,
1997, a decrease of 4 percent from the second quarter, 1996 of 1.90 percent.
For the first six months of 1997, the return on average assets was 1.89% as
compared to 1.87% for the same period last year.
The return on average equity was 16.88 percent for the second quarter,
1997, a decrease of 6 percent from the second quarter, 1996 of 18.04 percent.
For the first six months of 1997, the return on average equity was 17.19% as
compared to 17.66% in the prior year.
The 1997 second quarter earnings benefited from a 16 percent increase in
net interest income and a 12 percent increase in noninterest income while
being detrimented by a 24 percent decrease in noninterest expense when
compared to the 1996 second quarter. The first six months of 1997 earnings
benefited from a 14 percent increase in net interest income over the prior
year period, a 5 percent increase in noninterest income while being detri-
mented by 12 percent increase in noninterest expense.
Total assets at June 30, 1997 increased to 288,023 thousand, up 20 per-
cent from a year ago and up 15 percent from December 31, 1996.
The consolidated income and expenses of the Company for 1997 have been
affected by the acquisition of First Federal Savings Bank and its
merger into Minden Bank on May 21, 1997.
RESULTS OF OPERATIONS
NET INTEREST INCOME
Second Quarter Six Months
--------------------------------------------
1997 1996 1997 1996
(in thousands) ========= ========= ========= =========
Total Interest Income $4,894 $4,212 $9,370 $8,271
Total Interest Expense 2,126 1,829 4,035 3,596
--------- --------- --------- ---------
Net Interest Income 2,768 2,383 5,335 4,675
Taxable-Equivalent Adjustment
to Interest Income 73 72 145 144
--------- --------- --------- ---------
Net Interest Income-
Taxable Equivalent Basis <F2> $2,841 $2,455 $5,480 $4,819
========= ========= ========= =========
AVERAGE BALANCES (in thousands):
Interest-Earning Assets <F3> $255,167 $225,332 $245,349 $219,120
========= ========= ========= =========
Interest-Bearing Liabilities $199,702 $175,813 $192,448 $172,357
Interest-Free Funds 55,465 49,519 52,901 46,763
--------- --------- --------- ---------
Total Investible Funds $255,167 $225,332 $245,349 $219,120
========= ========= ========= =========
AVERAGE INTEREST RATES (fully taxable): <F2>
Yield On:
Interest-Earning Assets <F3> 7.81% 7.63% 7.82% 7.70%
Interest-Bearing Liabilities 4.27% 4.17% 4.23% 4.18%
--------- --------- --------- ---------
Spread on Interest-Bearing Funds 3.54% 3.46% 3.59% 3.52%
Contribution of Interest-Free Funds 0.93% 0.91% 0.91% 0.89%
--------- --------- --------- ---------
Net Yield on Interest-Earning Assets 4.47% 4.37% 4.50% 4.41%
========= ========= ========= =========
<F2> Reflects an adjustment to the net interest income amount included in the Statement of
Income to permit comparisons of yields on tax-exempt and taxable assets.
<F3> Based upon amortized cost of all investment securities. Adjustments to fair market
value for available for sale investment securities amounted to averages of a negative
$295 thousand for the second quarter, 1997, and $126 thousand negative for
the first six months, 1997, as compared to a negative $53 thousand for
the second quarter, 1996, and a positive $208 thousand for the first six
months of 1996.
Net Interest Income
The Company's net interest income for the 1997 second quarter
was $2,768 thousand, an increase of 16% from $2,383 thousand in the
1996 second quarter, and an increase of 8 percent from $2,564
thousand in the first quarter, 1997. Net interest income for the
first half of 1997 was $5,335, an increase of 14 percent over the
first half, 1996 of $4,675 thousand. The acquisition of First Federal
on May 21, 1997 and increases in loan and deposit volume have contributed
to the increase in net interest income for both periods of 1997 over 1996.
Average Interest-Earning Assets
Average interest-earning assets were $255,167 thousand for the
1997 second quarter, $29,835 thousand higher than the 1996 second
quarter. For the first half of 1997, interest-earning assets
averaged $245,349 thousand, an increase of 12 percent over the prior
year of $219,120 thousand. Average loans increased by $19,613
thousand, during the second quarter, 1997, over the prior year, and
by $18,141 thousand in the first half, 1997 over the first half, 1996.
Average investment securities increased by $8,222 during the second
quarter, 1997 over the prior year and by $9,621 during the first 6
months, 1997 over 1996. During the second quarter, 1997, average
Federal funds sold decreased by $2,356 thousand from the prior year and
decreased by $3,362 thousand in the first half, 1997 from the prior year
period. Average interest bearing balances due from banks increased by
$4,356 thousand in the second quarter, 1997 over the same period last
year and increased by $1,750 in the first half, 1997 over the prior year
period.
Average Interest-Bearing Liabilities
Average interest-bearing liabilities for the 1997 second quarter
were $199,702 thousand, compared to $175,813 thousand for the same
period last year, a 14 percent increase, and were $192,448 for the first
half of 1997 as compared to $172,357 for the prior year, a 15 percent
increase. Average time deposits for the 1997 second quarter were $114,095,
an increase of $19,385 thousand over the same period last year, an increase
of 20 percent, and average time deposits for the first half, 1997 were
$107,211 thousand as compared to $93,250 thousand in the prior year, an
increase of 15 percent. Average savings and interest-bearing demand deposits
for the 1997 second quarter were $78,556 thousand, an increase of $4,664
thousand over the same period last year, an increase of 6 percent, and were
$78,618 thousand in the first half, 1997 as compared to $72,373 in the prior
year, an increase of 9 percent.
Net Yield on Interest-Earning Assets
The taxable equivalent net yield on interest-earning assets was 4.47%
in the second quarter of 1997, an increase of 10 basis point from 4.37% in
the same period last year and was 4.50% in the first half, 1997 as compared
to the prior year of 4.41%. The major contributing factor has been the
increased rates on Federal funds sold and an improved loan to deposit ratio.
Management expects that the net yield on earning assets will remain
constant or decrease slightly during the balance of 1997.
PROVISION FOR LOAN LOSSES
The Company has made no provision for loan losses in 1997 or 1996.
Management does not anticipate any provision for loan losses during 1997.
A discussion of the Company's loan portfolio, net charge-off and recoveries,
and allowances for loan losses appears on pages 15-18.
OTHER INCOME
First
Second Quarter Six Months
------------------- -------------------
1997 1996 1997 1996
(in thousands) ========= ========= ========= =========
Service Charges $398 $375 $789 $747
Trust Fees 5 3 7 35
Other Operating Income 162 128 322 279
--------- --------- --------- ---------
Total Other Income $565 $506 $1,118 $1,061
========= ========= ========= =========
Other income for the 1997 second quarter was $565 thousand, up $59
thousand from the same period last year. For the first six months of 1997,
other income was $1,118 thousand, an increase of $57 thousand over the same
period last year.
The increase in other income for both periods of 1997 over 1996 have
resulted primarily from increased volume.
OPERATING EXPENSES
First
Second Quarter Six Months
------------------- -------------------
1997 1996 1997 1996
(in thousands) ========= ========= ========= =========
Salaries and Employee Benefits $756 $698 $1,468 $1,392
Occupancy Expense 103 88 196 288
Furniture and Equipment Expense 72 55 136 113
Other Operating Expenses 608 399 1,095 781
--------- --------- --------- ---------
Total Operating Expenses $1,539 $1,240 $2,895 $2,574
========= ========= ========= =========
Operating expenses for the 1997 second quarter were $1,539 thousand,
up from $1,240 thousand in the 1996 second quarter, an increase of $299
thousand. Operating expenses for the first six months of 1997 were $2,895
thousand, an increase of $321 thousand from $2,574 thousand in the comparable
period last year. The increase in operating expenses in the second quarter
and increase for the first six months, 1997 as compared to the same periods
in the prior year were due primarily to the acquisition of First Federal on
May 21, 1997.
Salaries and employee benefits in the 1997 second quarter were $756
thousand, compared to $698 thousand in the same period last year. Salaries
and employee benefits in the 1997 first six months were $1,468 thousand as
compared to $1,392 thousand in the same period last year. The increases for
both periods in 1997 over 1996 were attributable to acquisition of First
Federal and salary increases.
Combined occupancy expense and furniture and equipment expense for the
1997 second quarter were $175 thousand as compared to $143 thousand for the
same period last year. Occupancy expense and furniture and equipment expense
for the 1997 first six months were $332 thousand as compared to $401 thousand
for the same period last year. The increase in the second quarter, 1997 as
compared to the second quarter, 1996 was due primarily to the First Federal
acquisition. The decrease in the first half, 1997 from 1996 was due to
replacement of main office heating and air conditioning system in the first
quarter, 1996.
Other operating expenses were $608 thousand for the 1997 second quarter
as compared to $399 thousand for the same period last year. Other operating
expenses in the 1997 first six months were $1,095 thousand as compared to
$781 thousand for the same period last year. The increases for both periods
are attributable primarily to the First Federal acquisition and related costs
which occurred on May 21, 1997.
INCOME TAXES
In the 1997 second quarter, the Company recorded income tax expense of
$562 thousand, compared to $509 thousand for the same period last year. In
the 1997 first six months, income tax expense was $1,112 thousand as compared
to $974 thousand in the same period last year.
The effective tax rate was 31.3% for the 1997 second quarter as
compared to 30.9% for the same period last year. The effective tax
rate was 31.3% for the first six months of 1997, as compared to 30.8%
for the same period last year. The higher effective tax rate in both
periods of 1997, as compared to the same period last year reflects
difference in the composition of the Company's pre-tax income in both
years.
RECENT ACCOUNTING PRONOUNCEMENTS
In June of 1996, the Financial Accounting Standards Board (FASB) issued
SFAS 125, Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities, effective for transactions occurring after
December 31, 1996. SFAS 125 provides for fair value accounting for assets
transferred with the retention of some right(s) of ownership and for
liabilities disposed of for which all liabilities are not extinguished until
a later date. Any application of SFAS 125 will be immaterial in the Bank's
current operations and will not require accounting acknowledgement or
disclosure.
In December of 1996, the Financial Accounting Standards Board (FASB)
issued SFAS 127, Deferral of the Effective Date of Certain Provisions of
FASB Statement No. 125 an amendment of FASB Statement No. 125, December,
1996. Any application of SFAS 127 will be immaterial in the Bank's current
operations and will not require accounting acknowledgement or disclosure.
In February of 1997, the Financial Accounting Standards Board (FASB)
issued SFAS 128, Earnings per Share, effective for financial statements for
both interim and annual periods ending after December 15, 1997. SFAS 128
provides for revised calculation of earnings per share to compare with
current international reporting and provides for computation of earnings per
share from continuing operations and earnings per share of net income along
with disclosures of the respective computations. Since the Company is of
simple capital structure with only one class of common stock outstanding,
management does not anticipate any material impact by SFAS 128 in the
calculation of the respective earnings per share computation and disclosures.
In February of 1997, the Financial Accounting Standards Board (FASB)
issued SFAS 129, Disclosure of Information about Capital Structure, effective
for financial statements for periods ending after December 15, 1997. SFAS 129
provides for the presentation in summary form within an entity's financial
statements, the pertinent rights and privileges of the various securities
outstanding and the disclosure within its financial statements of the number
of shares issued upon conversion, exercise or satisfaction of required
conditions during at least the most recent annual fiscal period and any
subsequent interim period presented. Since this SFAS pertains only to the
disclosure of required information, it should not have any financial impact
on the Company's operations.
CREDIT PORTFOLIO
Loan Portfolio
The Company's loans outstanding, totalled $135,434 thousand at June 30,
1997 as compared to $109,874 thousand at June 30, 1996 and $115,346 thousand
at December 31, 1996. The increases over both prior periods have been due to
the First Federal acquisition and increased loan demand.
The following table sets forth the loan classifications at June 30, 1997,
December 31, 1996, and June 30, 1996:
-----------------------------
June 30, Dec 31, June 30,
1997 1996 1996
(in thousands) --------- --------- ---------
Commercial, Financial and Agricultural Loans $30,822 $31,567 $28,667
Construction Loans Secured by Real Estate 4,855 3,381 3,460
Other Loans Secured by Real Estate 76,676 60,025 58,184
Installment and Single Payment Loans 20,889 18,143 17,128
Other Loans 2,354 2,368 2,619
--------- --------- ---------
Total Loans 135,596 115,484 110,058
Less Unearned Discount 162 138 184
--------- --------- ---------
Total Loans Net of Unearned Discount $135,434 $115,346 $109,874
========= ========= =========
Non-performing Assets
The following table sets forth the non-performing assets at June
30, 1997, December 31, 1996, and June 30, 1996:
-----------------------------
June 30, Dec. 31, June 30,
1997 1996 1996
(in thousands) --------- --------- ---------
Non-Accrual Loans $362 $355 $547
Past-Due Loans 1,028 510 421
Restructured Loans 0 0 6
--------- --------- ---------
Total Non-performing Loans 1,390 865 974
Other Real Estate Owned 260 217 367
--------- --------- ---------
Total Non-performing Assets $1,650 $1,082 $1,341
========= ========= =========
In addition to the non-performing loans discussed above, management has
identified other loans for which payments are current that are subject to
potential future classification as nonperforming. As of June 30, 1997, these
loans totalled $368 thousand as compared to $221 thousand a year ago and $501
thousand at December 31, 1996.
Loans are placed on non-accrual status when they become ninety (90) days
past due unless there is sufficient evidence that they will be brought current
in the very near future. When loans are placed on non-accrual status, all
accrued interest is reversed against earnings. Past due loans are those loans
past due 90 days or more on which there is sufficient evidence that they will
be brought current in the very near future. Restructured loans are those on
which the original terms have been renegotiated to provide for an extension of
the original payment period and/or a reduction or deferral of interest-prin-
cipal due to deterioration in the financial position of the borrower.
Non-accrual loans are returned to accrual status only when they are
brought fully current with respect to interest and principal and management
estimates the loans to be fully collectible as to interest and principal.
Interest income on non-accrual loans which would have reported on an accrual
basis would have amounted to $15 thousand for the 1997 second quarter and $15
thousand for the 1996 second quarter. Interest income on non-accrual loans
which would have been reported on an accrual basis would have amounted to $25
thousand for the first six months of 1997 and $25 thousand for the first six
months of 1996. There was no interest income on restructured loans included
in net income in the first quarter or first half, 1997 as compared to $1
thousand for the 1996 second quarter and $4 thousand for the first six months
of 1996.
Other real estate owned normally represents properties acquired as loan
satisfactions which are recorded at the lower of the investment in the loan
with respect to which the assets were acquired, or the fair value of each
property, with the initial write-downs charged to the reserve for loan losses.
Subsequent write-downs of such properties are reflected as such on the income
statement and gains and losses on disposal are accordingly reflected on the
income statement. Other real estate currently includes former branch located
at 324 Homer Road which was closed January 4, 1995. The former branch was
capitalized at its depreciated value and has subsequently been written down by
$91 thousand.
Allowance for Loan Losses
The allowance for loan losses is available to absorb potential credit
losses from the entire loan portfolio. The appropriate level of the allowance
is based on analyses of the loan portfolio and reflects an amount which, in
management's judgment, is adequate to provide for potential losses. The
analyses include consideration of such factors as the risk rating of
individual credits, the size and diversity of the portfolio, particularly in
terms of industry, economic and political conditions, prior loss experience
and results of periodic credit reviews of the portfolio. Based upon the
results of these analyses, the allowance for losses is increased, from time to
time, by charges to income to the extent management considers appropriate.
The accompanying table reflects the activity in the allowance for loan
losses for the three months ended June 30, 1997, and 1996, and six months
ended June 30, 1997, and 1996.
Second Quarter First Six Months
------------------- ------------------
1997 1996 1997 1996
(in thousands) ========= ========= ==================
Balance at Beginning of Period $3,306 $3,406 $3,306 $3,396
Charge-Offs
Commercial, Financial and Agricultural 42 73 42 78
Real Estate - Construction 2 0 2 0
Real Estate - Mortgage 0 0 32 0
Installment Loans to Individuals 20 12 55 33
--------- --------- ------------------
Total 64 85 131 111
--------- --------- ------------------
Recoveries
Commercial Financial and Agricultural 0 0 0 0
Real Estate - Construction 0 0 0 0
Real Estate - Mortgage 82 20 138 42
Installment Loans to Individuals 19 12 30 26
--------- --------- ------------------
Total 101 32 168 68
--------- --------- ------------------
Net Recoveries (Charge-Offs) 37 (53) 37 (43)
Acquired in First Federal acquisition 253 0 253 0
Additions Charged to Operations 0 0 0 0
--------- --------- ------------------
Balance at End of Period $3,596 $3,353 $3,596 $3,353
========= ========= ==================
The following table reflects the allowance coverage ratios at June 30,
1997, December 31, 1996 and June 30, 1996.
June 30, Dec 31, June 30,
For the Quarter Ended: 1997 1996 1996
--------- --------- -----------
Allowance for Loan Losses to:
Loans at Period-End 2.65% 2.87% 3.05%
Average Loans 2.84% 2.91% 3.13%
Non-performing Loans 258.71% 382.20% 344.25%
Non-performing Assets 217.94% 305.55% 250.04%
Total Net Charge-Offs (annualized) to:
Loans at Period-End (0.06%) 0.04% 0.10%
Average Loans (0.06%) 0.04% 0.10%
Allowance for Loan Losses (1.03%) 1.40% 3.17%
Management deems its allowance for loan losses at June 30, 1997, to be
adequate. The Company considers that it has sufficient reserves to absorb
losses that may currently exist in the portfolio including the loans acquired
in the First Federal acquisition. The Company will continue to reassess the
adequacy of its allowance for loan losses and make provisions accordingly.
CAPITAL
Total stockholders' equity at June 30, 1997, was $29,816 thousand, up
from $27,536 thousand at December 31, 1996 and $25,448 thousand at June 30,
1996. Stockholders' equity at June 30, 1997, reflects positive impact of $123
thousand for net unrealized gains on securities available for sale.
Risk-Based Capital Ratios
In January, 1989, the Federal Reserve Board ("FRB") issued risk-based
capital guidelines which require banking organizations to maintain certain
ratios of "Qualifying Capital" to "risk-weighted assets." "Qualifying Capital"
is classified into Tier 1 and Tier 2 Capital. Tier 1 Capital applicable to
the Company consists only of common equity. Tier 2 Capital applicable to the
Company consists only of qualifying allowance for loan losses. The amount of
Tier 2 Capital may not exceed Tier 1 Capital. In calculating "risk-weighted
assets," certain risk percentages, as specified by the FRB, are applied to
particular categories of both on- and off-balance sheet assets. Effective
December 31, 1992, the guidelines require that banking organizations maintain
a minimum ratio of Tier 1 Capital to risk-weighted assets of 4% and a minimum
ratio of Tier 1 and Tier 2 Capital ("Total Capital") to risk-weighted assets
of 8% (the "final risk-based guidelines"). At June 30, 1997, the Company's
Tier 1 Capital to risk-weighted assets ratio was 19.39% and the Total Capital
to risk-weighted assets ratio was 20.71%.
Leverage Ratios
The Tier 1 leverage ratio is defined as Tier 1 Capital (as defined under
the risk-based capital guidelines) divided by average total assets (net of
allowance for loan losses). The minimum leverage ratio is 3% for banking
organizations that do not anticipate significant growth and that have well-
diversified risk, excellent asset qualify, high liquidity and good earnings.
Other banking organizations are expected to have ratios of at least 4% to 5%,
depending upon their particular condition and growth plans. Higher capital
ratios could be required if warranted by the particular circumstances, or risk
profile, of a given banking organization. The FRB has not advised the Company
of any specific minimum Tier 1 leverage ratio applicable to it.
The table which follows sets forth the Company's Tier 1 and Tier 2
Capital, risk-weighted assets, including off balance sheet items, and the
Company's risk-based capital ratios under the final guidelines as well as
Tier 1 leverage ratios.
Capital and Ratios
June 30, Dec 31, June 30,
1997 1996 1996
(in thousands), except ratios --------- --------- ---------
Tier 1 Capital
Common Stockholders' Equity 26,010 25,534 23,755
Tier 2 Capital
Reserve for Possible Loan Losses 1,775 1,457 1,413
--------- --------- ---------
Total Qualifying Capital 27,785 26,991 25,168
========= ========= =========
Risk Weighted Assets 134,130 114,750 111,881
Tier 1 Capital Ratio 19.39% 22.25% 21.37%
Total Capital Ratio 20.71% 23.52% 22.64%
Tier 1 Leverage Ratio 9.75% 10.26% 9.95%
Common Stock Dividends
For the second quarters of 1997 and 1996, the Board of Directors of the
Company declared dividends of $.75 and $.65 per share respectively. Future
dividend policies will be determined by the Board of Directors in light of
earnings and financial condition of the Company and its subsidiary and other
factors, including applicable governmental regulations and policies.
LIQUIDITY MANAGEMENT
The objective of liquidity management is to ensure the availability of
sufficient cash flows to meet all financial commitments and to capitalize on
investment opportunities. Liquidity management addresses the Company's
ability to meet deposit withdrawals on demand or at contractual maturity, to
service indebtedness and to make new loans and investments as opportunities
arise. The Company monitors and reviews its asset and liability mix on a
routine basis.
The primary sources of liquidity include cash and due from banks, Federal
funds sold and investment securities. Additionally, the bank subsidiary has
the ability to borrow and purchase federal funds on a short term basis from
other financial institutions as a source of liquidity should the need arise.
The loan to deposit ratio averaged 54.53% during the 1997 second quarter
and 51.79% during the 1996 second quarter. Cash on hand and due from banks
averaged $15,091 thousand in the 1997 second quarter and $11,403 thousand in
the 1996 second quarter. Federal Funds sold averaged $17,352 thousand in the
1997 second quarter and $19,708 thousand in the 1996 second quarter.
At June 30, 1997, investment securities at amortized cost, totalled
$103,558 thousand, of which $42,671 thousand or 41.21% mature or reprice
within one year, $49,127 or 47.44% thousand mature or reprice within two to
five years, and $11.760 thousand or 11.35% mature in over five years. The
Company does not anticipate any events which would require liquidity beyond
that which is available from the above referenced sources.
SUPERVISION AND REGULATION
Dividends
Substantially all of the funds used by the Company to pay dividends to
its shareholders are derived from dividends paid to it by its subsidiary bank,
which are subject to certain legal restrictions. Under Louisiana law, state
chartered banks cannot pay dividends in excess of current year earnings plus
undistributed earnings of the prior year without the prior approval of the
Commissioner of Financial Institutions. Under Federal law, dividends by state
chartered banks in excess of current year earnings plus undistributed earnings
of the two prior years would require FRB approval.
In addition to the dividend restrictions described above, the FRB and the
Federal Deposit Insurance Corporation ("FDIC") have authority under the
Financial Institutions Supervisory Act to prohibit or to limit the payment of
dividends by banking organizations they supervise, including the Company and
its bank subsidiary if, in the banking regulators' opinions, payment of a
dividend would constitute an unsafe or unsound practice in light of the
financial condition of the banking organization.
Other
On December 19, 1991, the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA") was enacted. This act provided for
recapitalization of the Bank Insurance Fund ("BIF") and the Savings
Association Insurance Fund ("SAIF") of which the Bank is also a member and
substantially revised statutory provisions, including capital standards.
FDICIA provided an insurance rate structure which provides lower rates for
stronger capitalized banks and banks with higher supervisory ratings. The BIF
became fully funded in 1995 and the SAIF became fully funded in 1996 thereby
reducing BIF and SAIF FDIC premiums.
Minden Bank is subject to FDIC insurance assessments. Effective
January 1, 1996, the BIF rate schedule was reduced to 0.0% for the healthiest
banks to 0.27% for the weakest banks. Effective October 1, 1996, under the
provisions of the Deposit Insurance Funds Act of 1996 ("Funds"), the rates
for SAIF deposits were revised to 0.0% for the healthiest banks to 0.27% for
the weakest banks. The Fund Act also provided for separate assessments under
BIF and SAIF effective January 1, 1997 for FICO bond servicing. The FICO
assessments under BIF are at the annual rate of 0.1296% annually for 1997 and
0.648% annually under SAIF for 1997. Minden Bank is currently under the best
available rates for 1997 of 0.00% for BIF and SAIF deposits.
MINDEN BANCSHARES, INC. AND SUBSIDIARY
Consolidated Net Interest Income and Average Balances
Three Months Ended June 30, 1997 and 1996
(Thousands)
1997 1996
------------------------------- -------------------------------
Average Rate Average Rate
Balance Interest (Annualized) Balance Interest (Annualized)
--------- -------- ------------ --------- -------- ------------
ASSETS
Interest Bearing Balances Due from Banks $5,592 $56 4.02% $1,236 $20 6.49%
Federal Funds Sold 17,352 233 5.39% 19,708 256 5.21%
Investment Securities <F4> 104,379 1,604 6.16% 96,157 1,449 6.04%
Federal Reserve Bank and
Federal Home Loan Bank Stocks 1,175 23 7.85% 1,175 17 5.80%
Loans 126,669 3,051 9.66% 107,056 2,542 9.52%
--------- -------- --------- --------
Total Interest-
Earning Assets <F4> 255,167 $4,967 7.81% 225,332 $4,284 7.63%
Allowance for Loan Losses (3,471) (3,418)
Cash and Due from Banks 9,499 10,167
Other Assets <F4> 9,177 8,786
--------- ---------
Total Assets $270,372 $240,867
========= =========
LIABILITIES
Savings and Interest-
Bearing Demand $78,556 $561 2.86% $73,892 $527 2.86%
Time Deposits 114,095 1,492 5.25% 94,710 1,226 5.19%
--------- -------- --------- --------
Total Interest-
Bearing Deposits 192,651 2,053 4.27% 168,602 1,753 4.17%
Securities Sold Under
Repurchase Agreements 6,961 71 4.09% 7,031 72 4.11%
Long-Term Debt 90 2 8.91% 180 4 8.91%
--------- -------- --------- --------
Total Interest-
Bearing Liabilities 199,702 $2,126 4.27% 175,813 $1,829 4.17%
Demand Deposits 39,650 38,111
Other Liabilities 1,744 1,600
--------- ---------
Total Liabilities 241,096 215,524
--------- ---------
STOCKHOLDERS' EQUITY
Common Stockholders' Equity 29,276 25,343
--------- ---------
Total Liabilities and
Stockholders' Equity <F4> $270,372 $240,867
========= =========
SPREAD ON INTEREST-BEARING FUNDS <F4> 3.54% 3.46%
NET INTEREST INCOME AND NET
YIELD ON INTEREST-EARNING ASSETS <F4> $2,841 4.47% $2,455 4.37%
======== ============ ======== ============
<F4> Based upon amortized cost of investment securities and includes
adjustment to interest income for the tax equivalent adjustment
on tax-exempt securities.
MINDEN BANCSHARES, INC. AND SUBSIDIARY
Consolidated Net Interest Income and Average Balances
Six Months Ended June 30, 1997 and 1996
(Thousands)
1997 1996
------------------------------- -------------------------------
Average Rate Average Rate
Balance Interest (Annualized) Balance Interest (Annualized)
--------- -------- ------------ --------- -------- ------------
ASSETS
Interest Bearing Balances Due from Banks $3,852 $82 4.29% $2,102 $58 5.53%
Federal Funds Sold 17,072 456 5.39% 20,434 535 5.25%
Investment Securities <F5> 101,488 3,118 6.20% 91,867 2,771 6.11%
Federal Reserve Bank and
Federal Home Loan Bank Stocks 1,192 41 6.94% 1,113 35 6.31%
Loans 121,745 5,818 9.64% 103,604 5,016 9.71%
--------- -------- --------- --------
Total Interest-
Earning Assets 245,349 $9,515 7.82% 219,120 $8,415 7.70%
Allowance for Loan Losses (3,398) (3,417)
Cash and Due from Banks 10,640 10,030
Other Assets <F5> 8,667 8,779
--------- ---------
Total Assets $261,258 $234,512
========= =========
LIABILITIES
Savings and Interest-
Bearing Demand $78,618 $1,118 2.87% $72,373 $1,029 2.85%
Time Deposits 107,211 2,779 5.23% 93,250 2,423 5.21%
--------- -------- --------- --------
Total Interest-
Bearing Deposits 185,829 3,897 4.23% 165,623 3,452 4.18%
Securities Sold Under
Repurchase Agreements 6,529 134 4.14% 6,554 136 4.16%
Long-Term Debt 90 4 8.96% 180 8 8.91%
--------- -------- --------- --------
Total Interest-
Bearing Liabilities 192,448 $4,035 4.23% 172,357 $3,596 4.18%
Demand Deposits 38,565 35,866
Other Liabilities 1,544 1,435
--------- ---------
Total Liabilities 232,557 209,658
--------- ---------
STOCKHOLDERS' EQUITY
Common Stockholders' Equity <F5> 28,701 24,854
--------- ---------
Total Liabilities and
Stockholders' Equity $261,258 $234,512
========= =========
SPREAD ON INTEREST-BEARING FUNDS 3.59% 3.52%
NET INTEREST INCOME AND NET
YIELD ON INTEREST-EARNING ASSETS $5,480 4.50% $4,819 4.41%
======== ============ ======== ============
<F5> Based upon amortized cost of investment securities and includes
adjustment to interest income for the tax equivalent adjustment
on tax-exempt securities.
PART II - Other Information
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following four items were submitted to a vote at the Annual
Meeting of Shareholders held on April 8, 1997.
(a) Election of Directors
The following fourteen (14) directors were elected to serve until
the 1998 Annual Meeting.
R. Thad Andress Harry E. McInnis, Jr.
Don L. Brice John W. Montgomery
Dr. Edward D. Brown Don D. Moore
Jack E. Byrd, Jr. Joe E. Ratcliff
Dr. Gary G. Daniel Howard G. Spillers
Hal K. Jackson R. E. Woodard, III
James D. Madden S. Douglas Madden
There were 219,070 votes cast for the election of all directors with no
more than 363 votes being cast against or abstaining on any director.
(b) The appointment of Heard, McElroy & Vestal as independent
auditors for the Company and its subsidiary for the year ending December
31, 1997, was ratified by the following vote:
FOR 208,705
AGAINST 10,239
ABSTAIN 126
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 Computation of earnings per share
(This computation is provided in Note 4 to the
Financial Statements on Page 8 and Page 9 under
Management's Discussion and Analysis)
(1) 27 Financial Data Schedule
(b) Reports on Form 8-K
On June 2, 1997, Form 8-K was filed for the acquisition of First
Federal Savings Bank in Shreveport, Louisiana by Minden Bank &
Trust Company, the subsidiary bank, and the merger into itself on
May 21, 1997. No financial statements were filed since the total
assets acquired were less than twenty percent of consolidated assets
prior to the acquisition.
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 hereunto duly authorized.
MINDEN BANCSHARES, INC.
August 13, 1997 BY:s/ Jack E. Byrd, Jr.
-----------------------------
Jack E. Byrd, Jr.
President and CEO
August 13, 1997 BY:s/ Robert W. Hines, Jr.
-----------------------------
Robert W. Hines, Jr.
Vice-President and
Chief Financial Officer
Financial Data Schedule
EXHIBIT 27