SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________ FORM 10-Q _X_ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995 ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO _____________. Commission File No. 0-16444 SHORELINE FINANCIAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Michigan 38-2758932 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 823 Riverview Drive Benton Harbor, Michigan 49022 (Address of Principal Executive Offices) (Zip Code) (616) 927-2251 (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ____X___ No ________ As of July 31, 1995 there were 5,259,775 issued and outstanding shares of the registrant's Common Stock. SHORELINE FINANCIAL CORPORATION FORM 10-Q INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheet, June 30, 1995 and December 31, 1994. . . . . . . . . . . 1-2 Condensed Consolidated Statement of Income, Three Months and Six Months Ended June 30, 1995 and 1994. .3 Condensed Consolidated Statement of Cash Flows, Six Months Ended June 30, 1995 and 1994 . . . . . . . . .4-5 Notes to Condensed Consolidated Financial Statements. . .6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . .9-14 PART II. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . .15-16 Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . 15 Item 4. Submission to Matters to a Vote of Security-Holders . 15 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . 15 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 PART 1. FINANCIAL INFORMATION ITEM 1. Financial Statements. SHORELINE FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEET June 30, December 31, 1995 1994 ASSETS Cash and Due from Banks $ 27,174,597 $ 31,287,807 Federal Funds Sold 6,500,000 20,350,000 Total Cash and Cash Equivalents 33,674,597 51,637,807 Securities Held to Maturity (Approximate fair values of $68,392,000 and $47,949,000 at June 30, 1995 and December 31, 1994 respectively) 66,776,641 48,474,113 Securities Available for Sale (Carried at fair value in 1995 and 1994) 83,376,639 81,175,780 Total Loans 441,404,649 436,529,139 Less Allowance for Loan Losses 6,333,710 5,951,969 Net Loans 435,070,939 430,577,170 Premises and Equipment-Net 10,006,495 9,875,374 Other Assets 10,553,435 12,113,418 Total Assets $639,458,746 $633,853,662 LIABILITIES & SHAREHOLDERS' EQUITY Liabilities Deposits: Non Interest-Bearing $ 62,915,117 $ 70,973,801 Interest-Bearing 503,921,649 495,121,822 Total Deposits 566,836,766 566,095,623 Securities Sold Under Agreements to Repurchase 2,906,653 2,875,112 Other Liabilities 3,393,620 3,674,459 Long-Term Debt 5,000,000 5,000,000 Total Liabilities 578,137,039 577,645,194 SHORELINE FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEET - Continued June 30, December 31, 1995 1994 Shareholders' Equity Common Stock: 10,000,000 shares authorized; 5,259,775 and 4,989,483 shares issued at June 30, 1995 and December 31, 1994 respectively Additional Paid-in Capital 45,920,508 45,591,999 Net Unrealized Gain(Loss) on Securities Available for Sale, Net of Tax Effect 1,479,439 (1,016,801) Retained Earnings 13,921,760 11,633,270 Total Shareholders' Equity 61,321,707 56,208,468 Total Liabilities & Shareholders' Equity $639,458,746 $633,853,662 The accompanying notes are an integral part of these consolidated financial statements. -2- SHORELINE FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF INCOME Three Months Ended Six Months Ended June 30 June 30 1995 1994 1995 1994 INTEREST INCOME Interest and Fees on Loans $10,328,320 $ 8,772,278 $20,094,804 $16,895,463 Interest on Federal Funds Sold 317,697 80,606 610,183 199,081 Interest on Investments 2,411,842 1,946,172 4,613,828 3,732,873 Total Interest Income 13,057,859 10,799,056 25,318,815 20,827,417 INTEREST EXPENSE Interest on Deposits 6,014,475 4,371,590 11,496,512 8,611,077 Other Interest Expense 94,476 83,665 181,240 157,882 Total Interest Expense 6,108,951 4,455,255 11,677,752 8,768,959 NET INTEREST INCOME 6,948,908 6,343,801 13,641,063 12,058,458 Provision for Loan Losses 200,000 174,993 400,000 349,993 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 6,748,908 6,168,808 13,241,063 11,708,465 OTHER INCOME Service Charges on Deposit Accounts 458,824 482,805 916,108 902,178 Trust Income 357,320 305,454 689,887 649,256 Investment Securities Transactions (33,743) (1,064) (64,599) 95,908 -3- Other Operating Income 301,210 227,711 590,434 581,498 Total Other Income 1,083,611 1,014,906 2,131,830 2,228,840 OTHER EXPENSES Personnel 2,507,810 2,502,464 4,958,295 4,912,529 Occupancy 287,821 297,112 592,635 601,423 Equipment 461,827 396,975 888,653 797,470 Other Operating Expenses 1,754,752 1,723,029 3,316,460 3,297,907 Total Other Expense 5,012,210 4,919,580 9,756,043 9,609,329 INCOME BEFORE INCOME TAXES 2,820,309 2,264,134 5,616,850 4,327,976 Federal Income Tax Expense 724,000 522,000 1,478,000 977,000 NET INCOME $ 2,096,309 $ 1,742,134 $ 4,138,850 $ 3,350,976 EARNINGS PER SHARE $0.40 $0.33 $0.79 $0.64 The accompanying notes are an integral part of these consolidated financial statements. -4- SHORELINE FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: NET INCOME $ 4,138,850 $ 3,350,976 Adjustments to Reconcile Net Income to Net Cash from Operating Activities: Depreciation and Amortization 712,390 646,964 Provision for Loan Losses 400,000 349,993 Net Amortization and Accretion on Securities Held to Maturity 183,295 430,209 Net Amortization and Accretion on Securities Available for Sale 206,170 643,934 Amortization of Goodwill and Related Core Deposit Intangible 127,404 131,164 (Gains)Loss on Sales of Securities Available for Sale 76,599 (95,898) Gains on Calls of Securities Held to Maturity (12,000) 0 Loss on Disposal of Premises and Equipment 894 5,910 (Increase)Decrease in Income Taxes Receivable 148,000 (251,436) Increase(Decrease) in Deferred Loan Fees (162,704) 42,593 Increase in Interest Receivable (111,397) (273,663) Increase in Interest Payable 110,874 38,295 Increase in Other Assets (145,967) (1,106) Decrease in Other Liabilities (135,715) (34,964) Total Adjustments 1,397,843 1,631,995 NET CASH FROM OPERATING ACTIVITIES 5,536,693 4,982,971 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from Sales of Securities Available for Sale 3,181,131 6,315,023 Proceeds from Maturities, Calls and Principal Reductions of Securities Held to Maturity 2,970,785 11,203,747 Proceeds from Maturities, Calls and Principal Reductions of Securities Available for Sale 3,425,002 11,352,288 Purchase of Securities Held to Maturity (21,444,608) (7,005,418) Purchase of Securities Available for Sale (5,307,576) (25,564,369) Net Increase in Loans (4,878,422) (16,852,533) Recoveries of Loans Charged-Off 147,357 139,652 -5- Premises and Equipment Expenditures (867,255) (1,739,427) Proceeds from Disposal of Premises and Equipment 22,850 16,000 NET CASH FROM INVESTING ACTIVITIES (22,750,736) (22,135,037) -6- SHORELINE FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS - Continued Six Months Ended June 30 1995 1994 CASH FLOWS FROM FINANCING ACTIVITIES: Net Increase (Decrease) in Deposits 741,143 (9,499,314) Net Decrease in Borrowed Funds 31,541 444,641 Dividends Paid (1,850,360) (1,594,465) Proceeds from Shares Issued Under Dividend Reinvestment Plan 304,691 253,976 Proceeds from Shares Issued Under Stock Option Plan 23,818 93,785 NET CASH FROM FINANCING ACTIVITIES (749,167) (10,301,377) NET CHANGE IN CASH AND CASH EQUIVALENTS (17,963,210) (27,453,443) Cash and Cash Equivalents at Beginning of Year 51,637,807 61,028,786 Cash and Cash Equivalents at June 30 $ 33,674,597 $ 33,575,343 CASH PAID DURING THE YEAR FOR: Interest $ 11,566,878 $ 8,830,489 Income Taxes $ 1,330,000 $ 1,228,436 The accompanying notes are an integral part of these consolidated financial statements -7- SHORELINE FINANCIAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in accordance with Rule 10-01 of Regulation S-X and the instructions for Form 10-Q and, therefore, do not include all disclosures required by generally accepted accounting principles for complete presentation of financial statements. In the opinion of management, the condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial condition of Shoreline Financial Corporation as of June 30, 1995 and December 31, 1994, and the results of its opera- tions for the three and six months ended June 30, 1995 and 1994, and its cash flows for the six months then ended. The results of operations for the six months ended June 30, 1995 are not necessarily indicative of the results to be expected for the full year. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Shoreline Financial Corporation and its wholly owned subsidiary, Shoreline Bank. All material intercompany accounts and transactions have been eliminated in consolidation. Investments in Debt and Equity Securities Securities are classified into held to maturity, available for sale and trading categories. Held to maturity securities are those which the Corporation has the positive intent and ability to hold to maturity, and are reported at amortized cost. Available for sale securities are those which the Corporation may decide to sell if needed for liquidity, asset-liability management or other reasons. Available for sale securities are reported at fair value, with unrealized gains or losses included as a separate component of equity, net of tax. Trading securities are bought principally for sale in the near term, and are reported at fair value with unrealized gains or losses included in earnings. The Corporation did not hold any securities considered for this category at any time during the second quarter of 1995. Realized gains or losses are determined based on the amortized cost of the specific security sold. -8- During the six-month period ended June 30, 1995, the proceeds from sales of available for sale securities were $3,181,131, with gross realized gains of $16,154 and gross realized losses of $92,753 from those sales. For this period, the change in net unrealized holding gains on available for sale securities was an increase of $3.8 million. There were no sales or transfers of securities classified as held to maturity. Intangible Assets Goodwill represents the excess of the purchase price over the net value of tangible assets acquired and related core deposit intangibles identified in branch acquisitions. Goodwill is being amortized on a straight-line basis for a period of ten years. The related core deposit intangibles are amortized on an accelerated basis over the estimated life of the deposits acquired. Goodwill totaled $202,388 and $222,290 at June 30, 1995 and December 31, 1994, respectively. Core deposit intangibles totaled $2,261,536 and $2,369,038 at June 30, 1995 and December 31, 1994, respectively. These amounts are included in Other Assets in the accompanying balance sheet. Income Taxes Income tax expense for the quarter ended June 30, 1995 and 1994 is based upon the liability method, according to Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes". Certain income tax and expense items are reported in different time periods for tax purposes. Deferred or prepaid taxes are recorded in the balance sheet for these temporary differences. Earnings Per Share Earnings per share is computed by dividing net income by the weighted average number of common shares outstanding and common equivalent shares with a dilutive effect. On February 16, 1994, the Board of Directors declared a three-for-two stock split, effective May 31, 1994, to shareholders of record on May 16, 1994. On May 4, 1995, the Board of Directors declared a 5% stock dividend, payable June 15, 1995, to shareholders of record on June 1, 1995. Common equivalent shares are shares which may be issuable to employees upon exercise of outstanding stock options. The average number of shares was 5,252,830 in the second quarter of 1995, and 5,217,122 in the second quarter of 1994. The average number of shares was 5,247,584 in the six months ended June 30, 1995 and 5,209,870 in the six months ended June 30, 1994. -9- NOTE 2 - Income Taxes Components for the provision of federal income taxes are as follows: June 30, 1995 Taxes currently payable $ 2,070,000 Deferred tax benefit (592,000) Income Tax Expense $ 1,478,000 The deferred income taxes are due primarily to the temporary difference related to depreciation, bad debt deductions, mark-to-market of securities held for sale and deferred loan fees. The difference between the provision for income taxes shown on the statement of income and amounts computed by applying the statutory federal income tax rate to income before tax expense is as follows: June 30, 1995 Income tax calculated at statutory federal rate of 34% $ 1,910,000 Increase (decrease) due to tax effect of Tax-exempt income (575,000) Nondeductible expense and other 143,000 Income Tax Expense $ 1,478,000 The components of the net deferred tax asset recorded in the balance sheet as of June 30, 1995 are as follows: Total deferred tax liabilities $(1,307,000) Total deferred tax assets 2,727,000 Total valuation allowance 0 Net Deferred Tax Asset $ 1,420,000 -10- ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition Total deposits averaged $575.9 million during the second quarter of 1995. This represents a $12 million or 2.1% increase over average deposits during the first quarter of 1995. A comparison of the quarterly averages for the past three quarters follows: Avg Bal Avg Bal Avg Bal (000s) 2nd Qtr 95 1st Qtr 95 4th Qtr 94 Non-Interest Bearing Demand Deposits $ 64,894 $ 62,454 $ 65,885 Interest-Bearing Demand Deposits 70,441 67,907 55,602 Savings Deposits 184,261 184,703 191,074 Time Deposits 255,390 247,797 249,070 Total $574,986 $562,861 $561,631 Growth in average time deposits was the largest contributor toward the second quarter's growth in average deposits. Average time deposits increased $7.6 million or 3.1% over the first quarter's average. Approximately $4.6 million of this increase was in time deposits less than $100,000. Continued success in promoting an interest-bearing demand deposit product geared toward municipal depositors helped to produce growth of $2.5 million in this category. In addition, average non-interest bearing demand deposits returned to the level held during the fourth quarter of 1994. At June 30, 1995, total deposits had declined to $566.8 million, primarily the result of reductions in deposits in the time and savings deposit categories. Deposits totaled $566.1 million on December 31, 1994. Average total loans increased to $441.8 million during the second quarter of 1995 compared to the previous quarter's average of $436.3 million. All three loan categories contributed toward this increase. Increased activity in consumer lending, primarily auto and home equity products, helped to grow the average consumer loans portfolio by $2.5 million during the second quarter of 1995. Average commercial loans increased $2.1 million, while average mortgage loans grew $.9 million. At June 30, 1995, total loans amounted to $441.4 million, an increase of $4.9 million over December 31, 1994. Total investments averaged $143.4 million in the second quarter of 1995. This compares to the first quarter's average of $131.8 million. Increased investments in U.S. government agency securities provided the majority of this increase. Federal funds sold averaged $20.9 million during the second quarter of 1995. This is relatively -11- unchanged from the first quarter's average and represents approximately 3.2% of total average assets during that period. Total non-performing assets for the second quarter of 1995 were unchanged from the first quarter. Non-performing assets totaled $1.8 million at June 30, 1995 as well as March 31, 1995. Non-performing assets include loans that are classified for regulatory purposes as contractually past due 90 days or more, on non-accrual status or "troubled debt restructurings" and other real estate owned. June 30, 1995's level of non-performing assets represents .40% of Shoreline's total loans and compares to December 31, 1994's ratio of .51%. During the second quarter of 1995, Shoreline experienced net loan charge-offs of only $2,336. This represents less than .01% of total average loans during the quarter. This low level of net charge-offs combined with expensing $200,000 in the provision for loan losses during the quarter helped to increase the Corporation's allowance for loan losses to $6,333,710 at June 30, 1995. At this level, the allowance for loan losses represents 1.43% of total loans and provides a coverage of over 3.6 times the level of non-performing assets identified at June 30, 1995. Future Transactions In previous filings, delays in consummating the pending agreements to purchase the South Haven, Michigan branch from Great Lakes Bancorp and the Adamsville, Michigan branch from Old Kent Bank were noted. The lack of determination by regulatory authorities regarding these transactions continues to delay these acquisitions. Total deposits represented by these two branches total approximately $20 million. Liquidity and Rate Sensitivity During the second quarter of 1995, Shoreline's loan to deposit ratio was 76.8%. This represents a slight decline from the first quarter ratio of 77.5%. As noted previously, average federal funds sold represented 3.2% of the Corporation's total assets, which compares to the first quarter's ratio of 2.7%. Approximately $83 million or 55% of Shoreline's total securities portfolio was classified as available for sale on June 30, 1995 and $.3 million of loans were classified as held for sale. On June 30, 1995, Shoreline had commitments to make or purchase loans, including the unused portion of lines of credit, totaling $73.2 million. -12- On June 30, 1995, the cumulative funding gaps of interest-earning assets and interest-bearing liabilities for selected maturity periods are illustrated as follows: Repriceable or Maturing Within: 0 to 3 0 to 12 0 to 5 (000s) Months Months Years Interest-earning assets Loans $ 156,095 $ 233,356 $400,008 Securities 10,000 25,717 117,544 Federal funds sold 6,500 6,500 6,500 Total $ 172,595 $ 265,573 $524,052 Interest-bearing liabilities Time deposits $ 46,352 $ 156,923 $249,756 Demand deposits 69,323 69,323 69,323 Savings deposits 182,448 182,448 182,448 Other borrowings 2,907 2,907 7,907 Total $ 301,030 $ 411,601 $509,434 Asset/(Liability) Gap $(128,435) $(146,028) $ 14,618 This table indicates that total liabilities maturing or repricing within one year exceed assets maturing or repricing within one year by $128.4 million. The same presentation as of December 31, 1994 produced a liability gap of $115.9 million. Competitive pressures and other influences may cause certain assets and liabilities to mature or reprice in other periods or at different volumes than indicated above. Specifically, all demand and savings accounts are presented as repricing in the 0-3 month period. Management believes that these types of accounts are not as sensitive to changes in interest rates in the short term as this presentation would indicate and that the positive funding gap in the 1-5 year period is more reflective of the Corporation's experience during 1994 and 1995. Capital Resources Total shareholders' equity amounted to $61.3 million on June 30, 1995. Included in this total are net unrealized gains on available for sale securities of $1,479,000. During the second quarter of 1995, the Corporation's Board of Directors approved and paid a 5% stock dividend and a cash dividend of $.18 per share. A summary of Shoreline's capital position follows: -13- June 30, 1995 December 31, 1994 Equity to assets 9.59% 9.02% Tier I leverage 9.01% 8.65% Risk-based: Tier I Capital 14.28% 13.62% Total Capital 15.53% 14.87% Results of Operations Net income for the quarter ended June 30, 1995 was $2,096,309, an increase of 20.3% over the same period in 1994. Increased net interest income produced the increase in earnings over the prior year. Shoreline's net income for the preceding quarter was $2,042,541. For the six months ended June 30, 1995, net income totaled $4,138,850, which represents an increase of $787,874 or 23.5% over the same period in 1994. Again, increased net interest income helped to produce the improved results. The following table illustrates the effect that changes in rates and volumes of earning assets and interest-bearing liabilities had on net interest income: THREE MONTHS ENDED JUNE 30 (000s) 1995 1994 Interest Income (taxable equivalent) $ 13,414 $ 11,173 Interest Expense 6,109 4,455 Net Interest Income $ 7,305 $ 6,718 Average Volume: Interest-Earning Assets $606,249 $574,194 Interest-Bearing Liabilities 518,003 497,747 Net Differential $ 88,246 $ 76,447 Average Yields/Rates: Yield on earning assets 8.85% 7.78% Rate paid on liabilities 4.72% 3.58% Interest Spread 4.13% 4.20% Net Interest Margin 4.82% 4.68% The change in net interest income (in thousands) is attributable to the following: -14- Volume Rate Inc/(Dec) Interest-Earning Assets $647 $1,594 $2,241 Interest-Bearing Liabilities 187 1,467 1,654 Net Interest $460 $127 $ 587 SIX MONTHS ENDED JUNE 30 (000s) 1995 1994 Interest Income (taxable equivalent) $ 26,053 $ 21,589 Interest Expense 11,678 8,769 Net Interest Income $ 14,375 $ 12,820 Average Volume: Interest-Earning Assets $597,719 $568,510 Interest-Bearing Liabilities 512,916 487,020 Net Differential $ 84,803 $ 81,490 Average Yields/Rates: Yield on earning assets 8.72% 7.59% Rate paid on liabilities 4.55% 3.58% Interest Spread 4.17% 4.01% Net Interest Margin 4.81% 4.51% The change in net interest income (in thousands) is attributable to the following: Volume Rate Inc/(Dec) Interest-Earning Assets $1,145 $3,319 $4,464 Interest-Bearing Liabilities 469 2,440 2,909 Net Interest $ 676 $ 879 $1,555 The Corporation expensed $200,000 for the provision for loan losses in the second quarter of 1995, the same level as the first quarter. Shoreline provided $175,000 in the first and second quarters of 1994. The provision for loan losses is based upon loan loss experience and such other factors which, in management's judgment, deserve current recognition in maintaining an adequate allowance for loan losses. -15- Total other income for the quarter ended June 30, 1995 amounted to $1,083,611, an increase of $68,705 over the second quarter in 1994. Increased trust income, gains on the sale of mortgage loans and gains on the sale of other real estate owned offset the decline in deposit service charge income of $23,981 and increased losses on the sale of securities of $32,679. For the six months ended June 30, 1995, total other income amounted to $2,131,830, which is a decline of $97,010 from the same period in 1994. Losses from the sale of securities totaling $64,599 were recorded during the first six months of 1995, which compares to gains recorded during the same period in 1994 of $95,908, a change of over $130,000. This negative variance was offset by increased trust income of $40,000 and slight increases in service charge and other income. Total other expense amounted to $5,012,210 for the quarter ended June 30, 1995. This represents a modest increase of 1.9% or $92,630 over the same period in 1994. Increased equipment depreciation and repair expense accounted for the majority of this increase. Personnel expense remained virtually unchanged in comparison to the prior year. For the six months ended June 30, 1995, total other expense amounted to $9,756,043, which compares to $9,609,309 recorded during the same period in 1994, an increase of only 1.5%. Equipment and personnel expense accounted for the modest increase in this area. Shoreline's ratio of total other expenses to total average assets decreased from 3.17% during the six months ended June 30, 1994 to 3.08% in the six months ended June 30, 1995. Over the same period of time, Shoreline's efficiency ratio has declined from 63.92% to 58.39%. The Federal Deposit Insurance Corporation recently announced a reduction in the rates it charges banks for deposit insurance. This reduction in rates is expected to favorably affect the Corporation's results of operations during the second half of 1995. In summary, Shoreline's net income of $2,096,309 for the second quarter of 1995 produced a return on average shareholders' equity of 14.14% and a return on average assets of 1.30%. This compares to the prior year's ratios of 12.78% and 1.13%, respectively. On a year-to-date basis, Shoreline's return on average shareholders' equity stands at 14.18% and its return on average assets is 1.30%. 1994's ratios were 12.52% and 1.10%, respectively. Earnings per share through June 30, 1995 was $.79 and dividends per share was $.35, which produces a dividend payout ratio of 44%. Earnings per share through June 30, 1994 was $.64 and dividends per share was $.30. -16- PART II - OTHER INFORMATION ITEM 1. Legal Proceedings Shoreline Bank is a party, as plaintiff or defendant, to a number of legal proceedings, none of which is considered material, and all of which arose in the normal course of its operations. ITEM 4. Submission of Matters to a Vote of Security Holders. The information required by this Item was previously reported in the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits. The following documents are filed as exhibits to this report on Form 10-Q: Exhibit Number Document 3.1 Restated Articles of Incorporation. Previously filed as Exhibit 1(a) to the registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1994. Here incorporated by reference. 3.2 Bylaws. Previously filed as Exhibit 3(b) to the registrant's Form S-1 Registration Statement filed March 23, 1990. Here incorporated by reference. 27 Financial Data Schedule (b) No reports on Form 8-K were filed during the quarter covered by this report. -17- 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. SHORELINE FINANCIAL CORPORATION (Registrant) Date August 14, 1995 s/Dan L. Smith Dan L. Smith Chairman, President and Chief Executive Officer Date August 14, 1995 s/Wayne R. Koebel Wayne R. Koebel Executive Vice President, Chief Financial Officer, Secretary and Treasurer -18- EXHIBIT INDEX Exhibit Number Document 3.1 Restated Articles of Incorporation. Previously filed as Exhibit 1(a) to the registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1994. Here incorporated by reference. 3.2 Bylaws. Previously filed as Exhibit 3(b) to the registrant's Form S-1 Registration Statement filed March 23, 1990. Here incorporated by reference. 27 Financial Data Schedule -19-