SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________ FORM 10-Q __X__ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 _____ 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 Identification No.) Incorporation or Organization) 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 April 30, 1997, there were 5,603,718 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 Sheets, March 31, 1997, and December 31, 1996 3-4 Condensed Consolidated Statements of Income, Three Months Ended March 31, 1997 and 1996 5 Condensed Consolidated Statements of Cash Flows, Three Months Ended March 31, 1997 and 1996 6-7 Notes to Condensed Consolidated Financial Statements 8-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-15 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 16 SIGNATURES 17 -2- PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SHORELINE FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEETS MARCH 31, DECEMBER 31, 1997 1996 ------------ ------------ (unaudited) ASSETS Cash and due from banks $ 37,740,900 $ 38,266,519 Interest-earning deposits 27,172,520 18,142,151 Federal funds sold 8,150,000 5,150,000 ------------ ------------ Total cash and cash equivalents 73,063,420 61,558,670 Securities held to maturity (fair values of $48,449,269 and $48,588,454 on March 31, 1997 and December 31, 1996, respectively) 47,831,788 47,582,337 Securities available for sale (carried at fair value) 99,098,564 90,254,236 Total loans 499,761,522 500,591,353 Less allowance for loan losses 6,875,075 6,894,945 ------------ ------------ Net loans 492,886,447 493,696,408 Premises and equipment, net 11,084,160 10,975,483 Other assets 12,995,188 12,027,685 ------------ ------------ Total Assets $736,959,567 $716,094,819 ============ ============ LIABILITIES & SHAREHOLDERS' EQUITY Liabilities Deposits: Non interest-bearing $ 69,431,471 $ 74,142,067 Interest-bearing 562,409,819 542,335,458 ------------ ------------ Total deposits 631,841,290 616,477,525 Securities sold under agreements to repurchase 6,387,242 7,166,563 Other liabilities 5,165,346 5,032,529 FHLB advances 23,000,000 18,000,000 ------------ ------------ Total Liabilities 666,393,878 646,676,617 ------------ ------------ -3- SHORELINE FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEETS - CONTINUED MARCH 31, DECEMBER 31, 1997 1996 ------------ ------------ (unaudited) Shareholders' Equity Common Stock: 10,000,000 shares authorized; 5,603,718 and 5,555,672 shares issued at March 31, 1997 and December 31, 1996, respectively Additional Paid-in Capital 57,306,358 56,388,553 Stock Incentive Plan (unearned shares) (586,040) Unrealized gain on securities available for sale, net 825,296 1,378,327 Retained earnings 13,020,075 11,651,322 ------------ ------------ Total Shareholders' Equity 70,565,689 69,418,202 ------------ ------------ Total Liabilities & Shareholders' Equity $736,959,567 $716,094,819 ============ ============ The accompanying notes are an integral part of these consolidated financial statements. -4- SHORELINE FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED MARCH 31, ------------------------------- 1997 1996 ----------- ----------- INTEREST INCOME Loans, including fees $10,962,075 $10,646,740 Securities 2,494,778 2,419,061 Deposits with banks 294,923 46,514 Federal funds sold 126,686 86,665 ----------- ----------- Total interest income 13,878,462 13,198,980 ----------- ----------- INTEREST EXPENSE Deposits 6,240,586 6,040,498 Other 321,181 131,237 ----------- ----------- Total interest expense 6,561,767 6,171,735 ----------- ----------- NET INTEREST INCOME 7,316,695 7,027,245 Provision for loan losses 120,000 150,000 ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 7,196,695 6,877,245 ----------- ----------- OTHER INCOME Service charges on deposit accounts 467,711 417,732 Trust fees 403,048 372,688 Securities gains 35,301 70,639 Other 282,831 146,044 ----------- ----------- Total other income 1,188,891 1,007,103 ----------- ----------- -5- OTHER EXPENSES Personnel 2,693,344 2,641,562 Occupancy 360,273 345,847 Equipment 498,801 474,016 Other 1,296,821 1,174,365 ----------- ----------- Total other expense 4,849,239 4,635,790 ----------- ----------- INCOME BEFORE INCOME TAXES 3,536,347 3,248,558 Federal income tax expense 994,000 891,000 ----------- ----------- NET INCOME $ 2,542,347 $ 2,357,558 =========== =========== EARNINGS PER SHARE $ .46 $ .43 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. -6- SHORELINE FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31, ------------------------------- 1997 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 2,542,347 $ 2,357,558 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 384,259 369,826 Provision for loan losses 120,000 150,000 Net amortization and accretion on securities 80,999 179,172 Amortization of goodwill and related core deposit intangibles 64,069 70,583 Stock incentive expense 20,210 Gains on sales and calls of securities (35,301) (70,638) Increase in other assets (746,677) (1,646,259) Increase in other liabilities 132,817 1,710,881 ----------- ----------- NET CASH FROM OPERATING ACTIVITIES 2,562,723 3,121,123 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Net (increase)/decrease in loans 689,961 (17,458,325) Securities available for sale: Purchase (12,725,693) (4,952,814) Proceeds from sale 455,608 701,131 Proceeds from maturities, calls and principal reductions 2,561,901 6,121,737 Securities held to maturity: Purchase (3,000,000) (3,115,665) Proceeds from maturities, calls and principal reductions 2,730,781 2,272,673 Premises and equipment expenditures (492,936) (457,883) ----------- ----------- NET CASH FROM INVESTING ACTIVITIES (9,780,378) (16,889,146) ----------- ----------- -7- SHORELINE FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED (UNAUDITED) THREE MONTHS ENDED MARCH 31, ------------------------------ 1997 1996 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 15,363,765 11,086,939 Net decrease in short-term borrowing (779,321) (1,117,609) Proceeds from FHLB advances 9,000,000 7,000,000 Repayment of FHLB advances (4,000,000) Dividends paid (1,173,594) (1,051,070) Proceeds from shares issued 311,555 224,310 Payments to retire common stock (354,726) ----------- ----------- NET CASH FROM FINANCING ACTIVITIES 18,722,405 15,787,844 ----------- ----------- NET CHANGE IN CASH AND CASH EQUIVALENTS 11,504,750 2,019,821 Cash and Cash Equivalents at Beginning of Year 61,558,670 42,760,198 ----------- ----------- Cash and Cash Equivalents at March 31 $73,063,420 $44,780,019 =========== =========== CASH PAID DURING THE YEAR FOR: Interest $ 6,554,346 $ 6,152,866 Income Taxes $ 0 $ 170,000 SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES: Shares issued under stock incentive plan in the amount of $606,250. The accompanying notes are an integral part of these consolidated financial statements -8- 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 March 31, 1997 and December 31, 1996, and the results of its operations for the three months ended March 31, 1997 and 1996, and its cash flows for the three months then ended. The results of operations for the three months ended March 31, 1997 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in Shoreline's Annual Report on Form 10-K for the year ended December 31, 1996. The Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." This pronouncement revises the accounting for transfers of financial assets, such as loans and securities, and for distinguishing between sales and secured borrowings. SFAS No. 125, as amended by SFAS No. 127, is effective for some transactions in 1997 and others in 1998. The effect of adopting this standard was not material to the consolidated financial statements of Shoreline Financial Corporation. In March 1997, the FASB issued SFAS No. 128, "Earnings Per Share," which revises the accounting requirements for calculating earnings per share. Effective beginning with year-end 1997, basic earnings per share will be calculated solely on average common shares outstanding. Diluted earnings per share will reflect the potential dilution of stock options and other common stock equivalents. All prior calculations will be restated to be comparable to the new methods. As the Corporation has not had significant dilution from stock options, the new calculation methods will not significantly affect future basic earnings per share and diluted earnings per share. PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Shoreline Financial Corporation and its wholly owned sub- -9- sidiary, Shoreline Bank, together referred to as "Shoreline." 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 Shoreline has the positive intent and ability to hold to maturity, and are reported at amortized cost. Available for sale securities are those which Shoreline 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. Shoreline did not hold any securities considered for this category at any time during the first quarter of 1997. Realized gains or losses are determined based on the amortized cost of the specific security sold. During the three month period ended March 31, 1997, the proceeds from sales of available for sale securities were $455,608, with gross realized gains of $28,701 from those sales. For this period, net unrealized holding gains on available for sale securities were $825,000, a decrease of $838,000. 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 and core deposit intangibles totaled approximately $2,313,000 and $2,377,000 at March 31, 1997 and December 31, 1996, respectively. These amounts are included in Other Assets in the accompanying balance sheets. INCOME TAXES Income tax expense for the quarters ended March 31, 1997 and 1996 is based upon the asset and liability method. Shoreline records income tax expense based on the amount of taxes due on its tax return plus deferred taxes computed based on the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, using enacted rates. -10- 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. Common equivalent shares are shares which may be issuable to employees upon exercise of outstanding stock options. The average number of shares used in this calculation was 5,580,104 in the three months ended March 31, 1997 and 5,511,548 in the three months ended March 31, 1996. NOTE 2 - INCOME TAXES Components of the provision for federal income taxes are as follows: MARCH 31, 1997 -------------- Taxes currently payable $750,000 Deferred tax expense 244,000 -------- Income Tax Expense $994,000 ======== 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: MARCH 31, 1997 -------------- Income tax calculated at statutory federal rate of 34% $1,202,000 Increase (decrease) due to tax effect of Tax-exempt income (218,000) Nondeductible expense and other 10,000 ---------- Income Tax Expense $ 994,000 ========== -11- The components of the net deferred tax asset recorded in the balance sheet as of March 31, 1997 are as follows: Total deferred tax liabilities $ (892,000) Total deferred tax assets 3,290,000 Total valuation allowance 0 ---------- Net Deferred Tax Asset $2,398,000 ========== -12- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION On March 31, 1997, total deposits were $631.8 million, up $15.4 million from December 31, 1996. Total deposits averaged $619.3 million during the first quarter of 1997, an increase of $6.3 million over the previous quarter's average of $613.0 million. A comparison of the quarterly averages for the past two quarters follows: AVG BAL AVG BAL 1ST QTR 97 4TH QTR 96 ---------- ---------- (000s) Non-Interest Bearing Demand Deposits $ 66,883 $ 70,978 Interest-Bearing Demand Deposits 101,672 92,809 Savings Deposits 158,222 160,493 Time Deposits 292,693 288,731 -------- -------- Total $619,470 $613,011 ======== ======== Shoreline's growth in average deposits during the first quarter of 1997 came primarily from the same two sources which funded 1996's deposit growth. First, Shoreline Bank's Super Public Fund account, an interest bearing demand deposit account geared toward municipalities, increased $10.4 million during the first quarter. Secondly, time deposits greater than $100,000 increased $7.1 million. The growth in these two areas was offset primarily by declines in non-interest bearing demand deposits and time deposits less than $100,000. In addition to the deposit funding sources above, Shoreline utilized its membership with the Federal Home Loan Bank of Indianapolis (FHLB) by increasing its borrowings with the FHLB by $5 million over the quarter ended December 31, 1996. At March 31, 1997, Shoreline had $23 million of advances outstanding with the FHLB. Total loans averaged $499.0 million during the first quarter of 1997, comparable to the previous quarter's average of $497.9 million. All loan portfolios remained relatively stable. Commercial and mortgage loan portfolios increased $1.5 million and $500,000, respectively, while consumer loans declined $1.0 million. -13- Increased securities and short-term investments provided the majority of growth in Shoreline's total assets during the first quarter. Total securities averaged $143.1 million, an increase of $4.6 million from the previous quarter's average of $138.5 million. Increased investments in US Government Agency and Treasury securities accounted for this growth. Interest-earning deposits and Federal funds sold averaged $32.8 million for the first quarter of 1997, up $4.0 million from the previous quarter. In anticipation of Shoreline's pending cash acquisition of SJS Bancorp, Inc, short-term investments have risen to levels higher than those at which Shoreline normally operates. Total non-performing assets at March 31, 1997 were $1.6 million, which represents .33% of Shoreline's total loan portfolio at that date. This ratio of non-performing assets is down slightly from December 31, 1996's ratio of .38%. 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. During the first quarter of 1997, Shoreline experienced net loan charge-offs of $139,870, which represented only .03% of average total loans for the quarter. The provision for loan losses for the first quarter of 1997 was $120,000 as compared to $150,000 in the fourth quarter of 1996. At March 31, 1997, Shoreline's allowance for loan losses amounted to $6,875,075, which provides a coverage of over 4 times the level of non- performing assets identified at March 31, 1997. As a percentage of total loans, the allowance for loan losses at March 31, 1997 remains at the December 31, 1996 level of 1.38%. FUTURE TRANSACTIONS On November 7, 1996, Shoreline Financial Corporation and SJS Bancorp, Inc., ("SJS") announced a signed plan of merger under which SJS would merge with and into Shoreline. SJS is a holding company with assets of approximately $150 million and the parent of SJS Federal Savings Bank. The transaction is expected to be completed during the second quarter of 1997, subject to necessary approvals and other customary conditions. SJS shareholders will receive $27 in cash for each of their shares of SJS stock. The total value of the transaction is approximately $25.4 million. LIQUIDITY AND RATE SENSITIVITY During the first quarter of 1997, Shoreline's loan to deposit ratio was 80.6%, down slightly from the previous quarter's ratio of 81.2%. During the first quarter of 1997, average interest-earning deposits and Federal funds sold represented 4.6% of Shoreline's total assets. On March 31, 1997, interest-earning deposits and federal funds sold totaled $27 million and $8.2 million, respectively. Approximately $99 million or 67.4% -14- of Shoreline's total securities portfolio was classified as available for sale on March 31, 1997 and $465,000 of loans were classified as held for sale. On March 31, 1997, Shoreline had commitments to make or purchase loans, including the unused portions of lines of credit, totaling $106.3 million. On March 31, 1997, 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 $ 156,583 $ 236,304 $ 469,599 Securities 10,721 29,069 82,453 Federal funds sold 8,150 8,150 8,150 Interest-earning deposits 27,173 27,173 27,173 --------- --------- --------- Total $ 202,627 $ 300,696 $ 587,375 ========= ========= ========= Interest-Bearing Liabilities Time deposits $ 69,741 $ 192,253 $ 289,320 Demand and savings deposits 271,212 271,212 271,212 Other borrowings 6,387 19,387 29,387 --------- --------- --------- Total $ 347,340 $ 482,852 $ 589,919 ========= ========= ========= Asset/(Liability) Gap $(144,713) $(182,156) $ (2,544) ========= ========= ========= As shown, Shoreline had a cumulative liability gap position of $182.2 million within the one-year time frame. This position suggests that if market interest rates decline in the next 12 months, Shoreline has the potential to earn more net interest income. The same presentation as of December 31, 1996 produced a similar liability gap of $163.9 million within the one-year time frame. A limitation of the traditional static gap analysis, however, is that it does not consider the timing or magnitude of noncontractual repricing. In addition, the static gap analysis treats -15- demand and savings accounts as resistant to rate sensitivity. Because of these and other limitations of the static gap analysis, Shoreline's Asset/Liability Committee utilizes simulation modeling as its primary tool to project how changes in interest rates will impact net interest income. These models indicate, and management believes, that Shoreline is positioned such that changes in rates within anticipated ranges and under anticipated circumstances would not severely alter operating results. CAPITAL RESOURCES Total shareholders' equity amounted to $70.6 million on March 31, 1997. Included in this total are net unrealized gains on securities available for sale totaling $825,000, decreasing approximately $550,000 from December 31, 1996. During the first quarter of 1997, Shoreline's Board of Directors approved and paid a cash dividend of $.21 per share. On February 1, 1997, 25,000 shares of common stock were issued under Shoreline's Stock Incentive Plan of 1996. Shoreline's capital position remained strong as of March 31, 1997. A summary of its capital position follows. The pending second quarter acquisition of SJS Bancorp, Inc. will have the affect of reducing Shoreline's capital ratios. However, management projects that Shoreline's capital ratios upon consummation of the transaction will remain above regulatory standards to be considered a "well-capitalized" institution. MARCH 31, 1997 DECEMBER 31, 1996 -------------- ----------------- Equity to assets 9.56% 9.69% Tier I leverage 9.39% 9.30% Risk-based: Tier I Capital 15.38% 15.10% Total Capital 16.63% 16.33% RESULTS OF OPERATIONS Net income for the quarter ended March 31, 1997 was $2,542,347, an increase of 7.8%, or $184,789, over the same period in 1996. Revenue growth, both net interest income and non-interest income, was the primary reason behind the improved profitability. The following table illustrates the effect that changes in rates and volumes of earning assets and interest-bearing liabilities had on net interest income: -16- THREE MONTHS ENDED MARCH 31 1997 1996 ---- ---- (000s) Interest Income (taxable equivalent) $ 14,051 $ 13,508 Interest Expense 6,562 6,172 -------- -------- Net Interest Income $ 7,489 $ 7,336 ======== ======== Average Volume: Interest-Earning Assets $674,918 $632,926 Interest-Bearing Liabilities 578,172 541,443 -------- -------- Net Differential $ 96,746 $ 91,483 ======== ======== Average Yields/Rates: Yield on earning assets 8.44% 8.56% Rate paid on liabilities 4.60% 4.57% -------- -------- Interest Spread 3.84% 3.99% ======== ======== Net Interest Margin 4.50% 4.65% ======== ======== The change in net interest income (in thousands) is attributable to the following: VOLUME RATE INC/(DEC) ------ ---- --------- Interest-Earning Assets $757 $(214) $543 Interest-Bearing Liabilities 356 34 390 ---- ----- ---- Net Interest $401 $(248) $153 ==== ===== ==== -17- Shoreline expensed $120,000 for the provision for loan losses in the first quarter of 1997, reduced from the previous quarter's provision of $150,000. 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. Total other income for the quarter ended March 31, 1997 amounted to $1,188,891, an increase of $181,788 or 18.1% from the first quarter in 1996. Increased service charge, trust and other income more than offset the $35,000 decline in gains from securities transactions. Service charges on deposit accounts increased $50,000, or 12.0%, over the same period in 1996, largely attributable to increased non-sufficient fund and overdraft charge income. Trust income increased $30,360 over the first quarter of 1996. Other income increased $136,787 in the first quarter of 1997 compared to the same period in 1996. Gains on the sale of mortgage loans of $33,000 in the first quarter of 1997 compared to losses of $62,000 in the first quarter of 1996 largely accounted for the overall increase in this category. Total other expense amounted to $4,849,239 for the quarter ended March 31, 1997, an increase of $209,624 or 4.5% over the same period in 1996. An increase of $122,456 in other expense, along with moderate increases in personnel, occupancy, and equipment expense, contributed to the overall increase in overhead expense. Increased marketing, outsourced services expenses and correspondent bank charges represent the primary contributors to the increase in other expense. Personnel expense, the largest overhead item, increased only $51,782 or 2.0% in the first quarter of 1997 compared to same period in 1996. Shoreline's ratio of total other expenses to total average assets declined from 2.79% for the quarter ended March 31, 1996 to 2.73% for the quarter ended March 31, 1997. Over the same period of time, Shoreline's efficiency ratio also declined from 55.98% to 55.33%. In summary, Shoreline's net income of $2,542,347 for the first quarter of 1997 produced a return on average shareholders' equity of 14.60% and a return on average assets of 1.43%. This compares to the prior year's ratios of 14.45% and 1.40%, respectively. Earnings per share through March 31, 1997 were $.46 and dividends per share were $.21, which produce a dividend payout ratio of 45.7%. Earnings per share through March 31, 1996 were $.43 and dividends per share were $.19. -18- PART II - OTHER INFORMATION 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 September 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) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the quarter covered by this report. -19- 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 May 14, 1997 /S/ DAN L. SMITH Dan L. Smith Chairman, President and Chief Executive Officer Date May 14, 1997 /S/ WAYNE R. KOEBEL Wayne R. Koebel Executive Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) -20- 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 September 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 -21-