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 March 31, 1997
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OR
[ ] Transition Report under Section 13 or 15(d) of
The Exchange Act
For the transition period from __________ to _____________.
Commission File Number: 0-22414
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Suburban Bancorporation, Inc.
- ----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 31-1385530
- ------------------------------- -----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10869 Montgomery Road, Cincinnati, Ohio 45242
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(Address of Principal Executive Office)
(513) 489-4888
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(Issuer's Telephone Number, Including Area Code)
- -----------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer : (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act 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
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State the number of shares outstanding of each of the
issuer's classes of common equity, as of 2/01/97:
1,474,932
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Transitional Small Business Disclosure Format (check one):
YES NO X
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SUBURBAN BANCORPORATION, INC.
AND SUBSIDIARIES
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- Consolidated Balance Sheets as of
March 31, 1997 and June 30, 1996 2
- Consolidated Statements of Operations
for the Nine and Three Months ended
March 31, 1997 and 1996 3
- Consolidated Statements of Cash Flows
for the Nine Months ended March 31,
1997 and 1996 4
- Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of
Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
SUBURBAN BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
March 31, June 30,
1997 1996
---------- ----------
ASSETS
Cash and cash equivalents:
Non-interest earning deposits $ 711 $ 482
Interest-earning deposits 3,105 2,481
Federal funds sold 6,000 4,000
-------- --------
Total cash and cash equivalents 9,816 6,963
Available for sale securities 26,509 29,479
Held to maturity securities 100 100
Loans (less allowance for loan losses
of $3,134 and $3,138 at March 31,
1997 and June 30, 1996, respectively) 178,357 158,728
Investment in FHLB stock, at cost 3,139 2,745
Property and equipment, net 1,488 1,511
Accrued interest receivable 1,036 987
Other assets 1,481 1,544
-------- --------
$221,926 $202,057
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Savings deposits $133,349 $119,691
Advances from FHLB 59,535 54,027
Advances by borrowers for taxes
and insurance 1,030 719
Accrued expenses and other liabilities 2,117 1,899
-------- --------
Total liabilities 196,031 176,336
Stockholders' Equity:
Serial preferred stock ($.01 par value),
authorized: 3,000,000 shares; none
outstanding
Common stock ($.01 par value),
authorized: 12,000,000 shares;
issued: 1,581,710 shares 16 16
Additional paid-in-capital 15,166 15,092
Retained earnings - substantially restricted 13,691 13,728
Other equity adjustments (1,165) (1,302)
Treasury stock at cost: 106,778 shares
at March 31, 1997 and June 30, 1996 (1,813) (1,813)
-------- --------
Total Stockholders' Equity 25,895 25,721
-------- --------
$221,926 $202,057
======== ========
See notes to consolidated financial statements.
2
SUBURBAN BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited) (Unaudited)
Nine Months Ended Three Months Ended
March 31, March 31,
--------------------- --------------------
1997 1996 1997 1996
---------- --------- -------- --------
Interest income:
Loans $10,115 $ 8,922 $3,470 $2,969
Investment securities 56 56 18 19
Mortgage-backed securities 1,436 1,947 462 624
Other interest-earning assets 461 347 164 109
------- ------- ------ ------
Total interest income 12,068 11,272 4,114 3,721
Interest expense:
Savings deposits 4,637 4,841 1,577 1,595
Borrowed funds 2,757 2,117 938 701
------- ------- ------ ------
Total interest expense 7,394 6,958 2,515 2,296
Net interest income 4,674 4,314 1,599 1,425
Provision for loan losses 0 0 0 0
------- ------- ------ ------
Net interest income after provision
for loan losses 4,674 4,314 1,599 1,425
Noninterest income:
Gain on sale of loans 50 60 12 22
Fee income 400 268 137 84
Other 145 87 76 39
------- ------- ------ ------
Total noninterest income 595 415 225 145
------- ------- ------ ------
Noninterest expense:
Compensation and benefits 1,878 1,740 608 597
Occupancy and equipment 300 351 104 120
FDIC deposit insurance premium 969 218 20 74
Data processing and automated
teller service 318 193 117 74
Franchise tax 249 282 82 109
Advertising 225 116 27 49
Branch closing expense 15 486 0 486
Loss on sale of securities 124 124
Other 423 465 154 230
------- ------- ------ ------
Total noninterest expense 4,377 3,975 1,112 1,863
------- ------- ------ ------
Income before income taxes 892 754 712 (293)
Income tax expense 316 283 245 (90)
------- ------- ------ ------
Net income (loss) $ 576 $ 471 $ 467 $ (203)
======= ======= ====== ======
Earnings per share $ 0.40 $ 0.32 $ 0.32 $(0.14)
======= ======= ====== ======
See notes to consolidated financial statements.
3
<PAGE)
SUBURBAN BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited) (Unaudited)
Nine Months Ended Nine Months Ended
March 31, March 31,
1997 1996
--------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 576 $ 471
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 79 87
Disposal of fixed assets 97
Deferred federal income taxes 52 (151)
ESOP and MRP compensation 252 269
Gain on sale of mortgage loans (50) (60)
FHLB stock dividends (154) (122)
(Increase) decrease in accrued interest
receivable (49) 40
Increase in other assets (169) (303)
Increase in accrued expenses and other liabilities 219 423
Proceeds from the sale of loans 2,534 5,369
Disbursements on loans originated for sale (2,485) (5,104)
-------- --------
Net cash provided by operating activities 805 1,016
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans:
Principal repayments 17,140 28,111
Disbursements - mortgage and other (18,014) (16,563)
Purchased (18,755) (17,545)
Mortgage-backed securities:
Principal repayment - held to maturity 1,212
Sale proceeds - available for sale 9,816
Principal repayment - available for sale 2,909 2,584
Loss on sale - available for sale 124
Purchased - available for sale (3,432)
Purchase of FHLB stock (240)
Proceeds from sale of real estate acquired
in settlement of loans and recoveries 200 11
Property and equipment additions (56)
-------- --------
Net cash (used in) provided by
investing activities (16,816) 4,318
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 13,657 715
Advances from FHLB 40,700 4,000
Repayment of advances from FHLB (35,192) (4,456)
Increase in advances by borrowers for
taxes and insurance 311 308
Treasury stock acquired (630)
Dividends paid to stockholders (613) (460)
-------- --------
Net cash provided by (used in)
financing activities 18,863 (523)
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,852 4,811
CASH AND CASH EQUIVALENTS, JUNE 30th 6,963 5,463
-------- --------
CASH AND CASH EQUIVALENTS, March 31st $ 9,815 $ 10,274
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid, including interest credited
to deposit accounts $ 7,348 $ 6,964
======== ========
Income taxes $ 275 $ 400
======== ========
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
Real estate acquired in settlement of loans $ 0 $ 132
======== ========
See notes to consolidated financial statements.
4
SUBURBAN BANCORPORATION, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) The Company is primarily engaged in the business of
directing, planning, and coordinating the business of the Bank,
which mainly consists of accepting deposits from the general
public through its branches and investing these funds in loans
secured by real estate and other interest earning investments.
In the future, the Company may acquire or organize other
operating subsidiaries, including other financial institutions.
(2) Basis of Presentation. The accompanying consolidated
financial statements were prepared in accordance with
instructions for form 10QSB and, therefore, do not include
information for footnotes necessary for a complete presentation
of financial position, results of operations, retained earnings,
and cash flows in conformity with generally accepted accounting
principles. However, all adjustments of a normal and recurring
nature which, in the opinion of management, are necessary for a
fair presentation of the consolidated financial statements have
been included in the results of operations for the nine and three
months ended March 31, 1997 and 1996. The June 30, 1996 balance
sheet is derived from the June 30, 1996 audited consolidated
financial statements. The March 31, 1997 balance sheet and the
consolidated statements of operations and cash flows for the
periods ended March 31, 1997 and 1996 are unaudited.
(3) Principles of Consolidation. The accompanying consolidated
financial statements include the accounts of Suburban
Bancorporation, Inc., Suburban Federal Savings Bank, and its
wholly owned subsidiary, Suburban Financial Services, Inc. All
significant intercompany items have been eliminated.
(4) Stockholders' Equity. The Bank is required to maintain
certain minimum levels of regulatory capital. At March 31, 1997,
the highest of those levels was $9.9 million (see "Liquidity and
Capital Resources"). In addition to this requirement the Bank
may not reduce its capital below the level of the "liquidation
account" for the benefit of eligible deposits. In the event of a
complete liquidation of the Bank, eligible depositors would have
an interest in the account. As of March 31, 1997, the Company
had purchased 106,778 shares of its own stock as part of stock
repurchase plans (see "Stock Repurchase Plan").
(5) Earnings Per Share. Earnings per share is computed by
dividing net income for the period by the weighted average of
common shares and common share equivalents outstanding. Stock
options are considered common share equivalents in the
computation under the treasury stock method. ESOP shares are
included in shares outstanding as they are released for
allocation to individual employees.
5
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Recent Developments
-------------------
On March 13, 1997 Suburban Bancorporation, Inc. and Fifth
Third Bancorp announced the execution of a definitive merger
agreement. The agreement provides that each outstanding share of
Suburban will beconverted into .24357 shares of Fifth Third
common stock in a tax free exchange. The exchange ratio is
subject to adjustment, and actual value to be realized by the
Suburban Stockholders will be dependent upon the average trading
value of Fifth Third's common stock at the date of completion of
the merger. As a result, pending shareholder and regulatory
approval, the offices of Suburban Federal Savings Bank, the
operating subsidiary of Suburban Bancorp, will be merged into The
Fifth Third Bank. The merger is expected to be completed in the
third calendar quarter of 1997.
Financial Condition
-------------------
The Company's total assets increased by $19.8 million from
$202.1 million at June 30, 1996 to $221.9 million at March 31,
1997. The increase was the result of a $19.7 million increase in
loans, which was funded primarily by a $13.6 million increase in
savings deposits and a $5.5 million increase in FHLB advances
during the period.
Loan originations and purchases for the period were slightly
higher overall to $39.3 million as compared to $39.2 million for
the same period in 1996. Loans sold to investors were $2.5
million and $5.1 million for the nine months ended March 31, 1997
and 1996, respectively. As a result net loans receivable
increased 12.4% from $158.7 million at June 30, 1996 to $178.4
million at March 31, 1997.
Suburban Federal maintains a significant portfolio of
mortgage-backed securities in the form of FNMA, FHLMC, and GNMA
participation certificates, which are guaranteed by their
respective agencies as to principal and interest. Management has
purchased mortgage-backed securities to increase the volume of
interest earning assets relative to the volume of equity
("leverage") to improve income. At March 31, 1997 the balance of
mortgage-backed securities available for sale was $26.5 million
with an amortized cost of $26.8 million. A market valuation
allowance for the unrealized loss is a component of stockholders'
equity.
Savings deposits increased by 11.4% from $119.7 million June
30, 1996 to $133.3 million at March 31, 1997. This increase is a
result of more competitive pricing by the Bank and the first
three full quarters of an innovative program for the marketing of
demand deposit accounts.
Results of Operations for the Nine and Three Months Ended
---------------------------------------------------------
March 31, 1997 and 1996
-----------------------
Net Income. Net income for the nine months ended March 31,
1997 was higher by $105,000 to $576,000 as compared to $471,000
for the same period in 1996. Net income for the three months
ended March 31, 1997 was higher by $670,000 to $467,000 as
compared to a ($203,000) loss for the same period in 1996. The
increase for the nine months ended March 31, 1997 is net of a one
time after tax charge of $555,000 to recognize a federal
deposit insurance special assessment levied on all thrift
institutions to
6
capitalize the SAIF fund. With the one time assessment out of
the way the Bank will be subject to much lower expenses in the
future for federal deposit insurance. The federal deposit
insurance premiums paid by the company decreased from 23 basis
points to 6.5 basis points beginning January 1, 1997, which will
result in savings of approximately $219,000 annually, based on
current deposit levels. In the third quarter of 1996
the Company recorded a $336,000 after tax charge for closing a
Branch office.
Net Interest Income. Net interest income for the nine and
three months ended March 31, 1997 increased by $360,000 and
$174,000 respectively, to $4.7 million and $1.6 million as
compared to $4.3 million and $1.4 million for the same periods in
1996. The improvement is the result of an increased volume in
loans while average interest margin remained relatively constant.
The average yield on assets decreased by 11 and 7 basis points
and the average cost of deposits and borrowings decreased by 17
and 20 basis points for the nine and three months ended March 31,
1997, respectively. As a result the average margin decreased by
1 basis point for the nine months ended and increased by 2 basis
points for the three months ended March 31, 1997 as compared to
the same periods in 1996.
Provision for Losses on Loans. No provision for losses on
loans was made for the nine and three months ended March 31, 1997
nor in the same periods in the prior year. The provision and the
level of the allowance are determined by management with
consideration to and analysis of specific loans in the portfolio,
known and inherent risk in the portfolio, estimated value of the
underlying collateral, assessment of general trends in the real
estate market, and current and prospective economic and
regulatory conditions.
Noninterest Income. Primarily as a result of an increase in
fees on checking accounts, noninterest income increased by
$180,000 and $80,000 for the nine and three months ended March
31, 1997 as compared to the same period in 1996. The increase in
checking account fees is the result of a 44.7% increase in the
number of outstanding checking accounts since June 30, 1996. The
increase in the number of accounts is attributable to active
marketing efforts which began in June 1996. Due to the pending
merger, however, marketing for the checking program has been
discontinued. Which will likely slow growth in checking accounts
considerably. Also contributing to the increase in income was
the sale of a foreclosed property for a $40,000 pre-tax gain and
a $25,000 final settlement in a legal dispute with another
financial institution.
Noninterest Expense. Noninterest expense for the nine and
three months ended March 31, 1997 was higher by $402,000 and
lower by $751,000 as compared to the same period in the prior
year. The nine month increase was primarily the result of an
$822,000 one time before tax assessment by the FDIC on all thrift
institutions to capitalize the SAIF fund. In 1996 the company
recorded a $486,000 third quarter charge before tax for closing a
branch office. Compensation and benefits were $138,000 and
$11,000 higher for the nine and three months ended March 31, 1997
as compared to the same period in 1996 due to the staffing of
some positions which were vacant the previous year as well as the
increase in average hours worked by employees. Advertising and
data processing and automated teller service expenses were
$234,000 and $21,000 higher in aggregate for the nine and three
months ended March 31, 1997 as compared to the prior year due to
the increase inthe number of checking accounts and the associated
marketing and operating
7
support for the program to increase such accounts. Through the
end of the current fiscal year advertising expense will be lower
than budget by approximately $100,000 as a consequence of ending
the marketing efforts for the checking program.
Nonaccruing Loans, Impaired Loans and Foreclosed Assets.
Nonaccruing loans, impaired loans and foreclosed assets are
summarized as follows:
March 31, June 30,
1997 1996
--------- -------
(in thousands)
Loans accounted for on a
nonaccrual basis:
One to four family............... $ 432 $ 70
Multi-family..................... - -
Commercial....................... - -
------ ------
Total..................... 432 70
------ ------
Past Due 90 Days and Still Accruing: - -
Total nonaccrual and 90 Days Past ------ ------
Due and still accruing: 432 70
------ ------
Foreclosed Assets:
One to four Family............... - -
Multi-family..................... - -
Commercial....................... - 200
------ ------
Total..................... $ - $ 200
------ ------
Total nonaccrual loans and
foreclosed assets ...... $ 432 $ 270
====== ======
Nonperforming loans and foreclosed assets,
as a percent of total assets.. 0.19% 0.13%
General Loan Loss Reserves $3,134 $3,138
Residential loans accounted for on a nonaccrual basis
increased by $362,000 from $70,000 at June 30, 1996 to $432,000
at March 31, 1997. This increase was the result of 11
residential loans being more than 90 days past due at March 31,
1997 as compared to 3 residential loans at June 30, 1996. During
the third quarter the Bank sold the only foreclosed asset. As a
result nonperforming loans and foreclosed assets as a percent of
total assets increased to 0.19% at March 31, 1997 from 0.13% at
June 30, 1996.
Loans are placed on nonaccrual status when either principal
or interest is more than 90 days past due and is not expected to
be collectible. Interest accrued and unpaid at the time a loan
is placed on nonaccrual status is charged against interest
income. Loans are considered impaired if the full collection of
contractual principal and interest payments is not considered to
be probable. One loan having a stated principal balance of $1.1
million is considered to be impaired and a specific reserve of
$552,000 has been established.
Liquidity and Capital Resources
-------------------------------
As a holding company, the Company conducts its business
through its subsidiary, the Bank. The principal sources of funds
for the Bank are
8
deposits, proceeds from principal and interest payments on loans
and mortgage-backed securities and borrowings from the FHLB of
Cincinnati.
As of March 31, 1997 the Bank had total outstanding advances
from the FHLB of $59.5 million. Advances are used by the Bank to
provide additional liquidity and as a tool to balance the
interest rate sensitivity of the balance sheet.
The principal uses of funds by the Bank includes the
origination and purchase of loans secured by real estate and the
purchase of mortgage-backed securities and investment securities.
Under Federal regulations, the Bank is required to maintain
minimum tangible capital in an amount equal to 1.5% of adjusted
total assets, core capital equal to 3% of adjusted total assets,
and risk based capital in an amount equal to 8.0% of risk
weighted assets. As of March 31, 1997 the Bank was in compliance
with all capital requirements, having tangible and core capital
of 10.3%, and risk based capital of 19.9%.
The Bank is also required by current OTS regulations to
maintain specified liquid assets of at least 5% of its net
withdrawable accounts plus short-term borrowings. At March 31,
1997 the Bank had 6.62% in regulatory liquidity. Management
believes that the liquidity levels maintained as well as the
Bank's borrowing capacity and the portfolio available for sale
of securities are adequate to meet potential deposit outflows,
loan demand, and normal operations. As of March 31, 1997 the
Bank had outstanding commitments to originate and purchase loans
totaling $2.9 million and $2.9 million, respectively.
Stock Repurchase Plan
---------------------
On February 16, 1996 the Company announced a second stock
repurchase plan with authority to repurchase an additional 75,000
shares beyond the 79,000 shares approved previously. The
repurchased shares will be held as treasury stock and will be
available for issuance upon the exercise of outstanding stock
options and for other corporate purposes. As of March 31, 1997,
the company had purchased 106,778 shares of its own stock at an
average cost of $16.98 per share. Due to the pending merger the
stock repurchase program has been temporarily discontinued.
Impact of Inflation and Changing Prices
---------------------------------------
The consolidated financial statements and accompanying notes
appearing elsewhere herein have been prepared in accordance with
generally accepted accounting principles, which require the
measurement of financial position and operating results in terms
of historical dollars without considering the changes in the
relative purchasing power of money over time due to inflation.
The impact of inflation is reflected in the increased cost of the
Bank's operations.
Unlike most industrial companies, nearly all the assets and
liabilities of the Bank are monetary in nature. As a result,
interest rates have a greater impact on the Bank's performance
than do the effects of the general level of inflation. Interest
rates do not necessarily move in the same direction or to the
same extent as the prices of goods and services.
9
SUBURBAN BANCORPORATION, INC.
AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Not Applicable.
Item 2. Changes in Securities
---------------------
Not Applicable.
Item 3. Defaults Upon Senior Securities
-------------------------------
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not Applicable.
Item 5. Other Information
-----------------
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
Exhibits:
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K:
Affiliation Agreement
During the quarter under report, the registrant filed a
current report on Form 8-K dated March 13, 1997, reporting under
Item 5 the execution of a definitive merger agreement pursuant to
which the registrant agreed to merge into Fifth Third Bancorp,
subject to various conditions, including receipt of stockholder
approval and all required regulatory approvals.
10
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUBURBAN BANCORPORATION, INC.
Registrant
Date: May 8, 1997 /s/ Joseph F. Hutchison
---------------- ------------------------
Joseph F. Hutchison
President and Chief
Executive Officer
(The Duly Authorized
Representative)
/s/ Christopher L. Henn
------------------------
Christopher L. Henn
Vice President and Principal
Financial Officer
11