1
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, DC. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------------- -----------------
Commission File Number 0-24084
SHO-ME FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 44-0363938
---------------------------------- ---------------------------
(State or other jurisdiction (I.R.S. Employer ID Number)
of incorporation or organization)
109 N. HICKORY, MT. VERNON, MISSOURI 65712
------------------------------------------------
(Address of principal executive offices) (Zip Code)
(417) 466-2171
---------------------------
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
----- -----
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at May 8, 1997
- ---------------------------- --------------------------
Common Stock, Par Value $.01 1,499,036 Shares
2
Part I: FINANCIAL INFORMATION
Item I
SHO-ME FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
MARCH 31, 1997 (UNAUDITED) and DECEMBER 31, 1996
March 31, December 31,
1997 1996
---- ----
ASSETS
- ------
Cash and due from banks $1,416,025 $1,687,719
Interest bearing deposits in other
financial institutions 3,597,625 9,838,295
------------ ------------
Cash and cash equivalents 5,013,650 11,526,014
Available-for-sale securities 21,875,114 18,880,277
Loans receivable, net 265,208,058 255,469,576
Premises and equipment, net 5,461,898 5,452,142
Interest receivable
Loans 1,708,263 1,604,575
Investments 260,694 213,910
Investment in FHLB stock 4,325,000 4,325,000
Prepaid expenses and other assets 169,466 94,048
Deferred income taxes 473,677 430,913
------------ ------------
Total Assets $304,495,820 $297,996,455
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Deposits $191,397,566 $182,014,158
Federal Home Loan Bank advances 81,043,000 84,051,000
Advances from borrowers for taxes and insurance 1,092,431 619,096
Accounts payable and accrued expenses 1,093,834 815,732
Income taxes payable 813,608 464,342
------------ ------------
Total Liabilities 275,440,439 267,964,328
Common stock 20,499 20,499
Additional paid-in-capital 20,048,794 19,997,273
Unrealized appreciation on
available-for-sale securities, net 67,422 137,194
Retained earnings 19,860,410 18,886,732
Unearned ESOP shares (967,536) (995,179)
Unearned MRP shares (261,967) (313,498)
Treasury Stock, at cost (9,712,241) (7,700,894)
------------ ------------
Total Stockholders' Equity 29,055,381 30,032,127
------------ ------------
Total Liabilities and Stockholders' Equity $304,495,820 $297,996,455
============ ============
See Notes to Consolidated Financial Statements
3
PART I: FINANCIAL INFORMATION
SHO-ME FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 1997 AND 1996
Three-months
ended
March 31,
1997 1996
---- ----
(unaudited) (unaudited)
INTEREST INCOME
Loans $5,391,263 $4,495,020
Available-for-sale Securities 377,916 334,673
Other 58,732 35,543
---------- ----------
5,827,911 4,865,236
INTEREST EXPENSE
Deposits 2,204,937 1,767,159
Federal Home Loan Bank advances 1,174,095 1,063,392
---------- ----------
3,379,032 2,830,551
NET INTEREST INCOME 2,448,879 2,034,685
PROVISION FOR LOAN LOSSES 30,000 20,000
---------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 2,418,879 2,014,685
---------- ----------
NONINTEREST INCOME
Service charges and fees 131,954 100,683
Net realized gains (losses) on sales of
loans and available-for-sale securities 14,984 2,133
Income (loss) on foreclosed assets 199 0
Other income 197,808 159,070
---------- ----------
344,945 261,886
---------- ----------
NONINTEREST EXPENSE
Salaries and employee benefits 648,926 654,976
Net occupancy expense 190,459 219,585
Deposit insurance premium 7,170 82,477
FHLB service charges 53,194 54,067
Data processing 108,423 97,019
Legal and professional fees 46,919 61,832
Advertising 5,477 31,360
Other operating expenses 145,809 174,053
---------- ----------
1,206,377 1,375,369
---------- ----------
INCOME BEFORE INCOME TAXES 1,557,447 901,202
PROVISION FOR INCOME TAXES 583,766 350,777
---------- ----------
NET INCOME $ 973,681 $550,425
========== ==========
Earnings Per Common Share: $ 0.63 $ 0.32
See Notes to Consolidated Financial Statements
4
PART I: FINANCIAL INFORMATION
SHO-ME FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
Three-months
ended
March 31,
1997 1996
---- ----
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 973,681 $ 550,425
Items not requiring (providing) cash
Depreciation 82,621 97,500
Provision for loan losses 30,000 20,000
Origination of loans held for delivery against commitments (118,588) (112,500)
Proceeds from sale of loans held for delivery against commitments 120,139 114,633
Gain on sale of loans (1,551) (2,133)
Gain on sale of other assets (13,434)
Amortization of deferred income,
premiums and discounts on loans and investments (10,580) (74,747)
Vesting of MRP shares 51,531 99,000
Accruals for ESOP shares 80,165 63,361
Changes in:
Accrued interest receivable (150,471) (151,415)
Prepaid expenses and other assets (75,418) (65,035)
Accrued expenses and interest payable 428,830 123,872
Income taxes payable 388,711 178,541
------------ ------------
Net cash provided by operating activities 1,785,636 841,502
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net originations of loans (9,605,070) (11,720,229)
Purchase of loans (150,400) 0
Purchase of premises and equipment (92,377) (424,496)
Proceeds from maturities of available-for-sale securities 0 2,000,000
Purchases of available-for-sale securities (3,787,712) (3,180,000)
Principal reductions of securities 691,341 473,402
------------ ------------
Net cash used in investing activities ($12,944,218) ($12,851,323)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in certificates of deposit 8,527,414 12,358,072
Net increase in checking and savings 657,820 1,129,114
Proceeds from FHLB advances 26,500,000 0
Repayments of FHLB advances (29,500,000) (3,000,000)
Net increase in advances from borrowers for taxes and insurance 473,335 400,635
Purchase of treasury stock (2,027,101) 0
Stock issued under Stock Option Plan 14,750 0
------------ ------------
Net cash provided by financing activities 4,646,218 10,887,821
------------ ------------
DECREASE IN CASH AND CASH EQUIVALENTS (6,512,364) (1,122,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 11,526,014 5,574,711
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 5,013,650 $ 4,452,711
See Notes to Consolidated Financial Statements
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SHO-ME FINANCIAL CORP.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1: Basis of Presentation
The accompanying unaudited interim consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three
months ended March 31, 1997 and 1996 are not necessarily indicative of the
results that may be expected for the full year. For further information, refer
to the Company's December 31, 1996 Form 10-KSB which was filed with the
Securities and Exchange Commission and the Company's annual report which
contains the audited financial statements for the fiscal years ended December
31, 1996 and 1995.
Note 2: Holding Company Formation and Stock Issuance
Sho-Me Financial Corp. (SMFC) was established May 9, 1990, for the purpose
of becoming a holding company for the shares of 1st Savings Bank, fsb., upon
its conversion from a federal mutual savings bank to a federal stock savings
bank.
The Company's subscription and community stock offering was completed on June
28, 1994, with the issuance of 2,049,875 shares at a price of $10 per share,
providing net proceeds of approximately $18.1 million after conversion costs
and approximately $1.6 million in debt incurred by the employee stock ownership
plan (ESOP).
Note 3: Principles of Consolidation
The consolidated financial statements include the accounts of SMFC and its
wholly-owned subsidiary, 1st Savings Bank, fsb. which in turn owns all of First
Savings Financial Corporation. Significant intercompany accounts and
transactions have been eliminated in consolidation.
Note 4: Employee Stock Ownership Plan
In conjunction with the stock conversion, the Company established an ESOP
with 163,990 unallocated shares available for distribution. The unallocated
shares have been credited to Unearned ESOP Shares, a contra-equity account. As
shares are released from collateral the Company reports compensation expense
equal to the current market price of the shares, and the shares become
outstanding for Earnings Per Share calculations. The ESOP has allocated 64,475
shares to the employees of the Bank.
Note 5: Benefit Plans
On April 26, 1995, the Company's stockholders voted to approve both a
Management Recognition and Retention Plan (MRP) and a Stock Option and
Incentive Plan (SOIP). The MRP authorized 81,995 shares to be issued to
directors, officers and employees of the Bank of which
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63,438 were awarded. The SOIP authorized 204,987 stock options on shares to
be issued to directors, officers, and employees of the Bank, of which 155,596
were awarded and 152,346 remain outstanding. Both the MRP and SOIP vest over
a five year period with compensation expense being amortized over each
participant's vesting period for the MRP. As of April 26, 1997, unvested MRP
shares totaled 37,345.
Note 6: Earnings Per Share
Earnings per share of common stock have been determined by dividing net
income for the period by the weighted average number of outstanding shares of
common stock, common stock equivalents and allocated ESOP shares. Unallocated
ESOP shares were not included in the determination of either primary or fully
diluted earnings per share. Stock options were considered to be common stock
equivalents and were therefore included in both primary and fully diluted
earnings per share calculations. Primary earnings per share for the three
months ended March 31, 1997 were computed on weighted average shares or share
equivalents of 1,533,268 as compared to 1,702,471 from the same period of the
prior year.
PART I
Item 2
Sho-Me Financial Corp.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
GENERAL
The accompanying Consolidated Financial Statements include the accounts of
Sho-Me Financial Corp. (the "Company") and all accounts of its wholly-owned
subsidiary, 1st Savings Bank, fsb., (the "Bank"). All significant intercompany
transactions and balances have been eliminated in consolidation.
The Company's results of operations are primarily dependent on the
difference (or "interest rate spread") between the average yield earned on its
interest-earning assets, which consist primarily of loans receivable,
mortgage-backed securities ("MBS"), and other investments, and the average rate
paid on interest-bearing liabilities which consist primarily of deposits and
Federal Home Loan Bank ("FHLB") advances. The interest rate spread is affected
by economic, regulatory, and competitive factors which influence interest
rates, loan demand, prepayment rates, and deposit flows. The Bank, like other
financial institutions, is subject to interest-rate risk to the degree that its
interest-earning assets mature or reprice at different times, or on a varying
basis, from its interest-bearing liabilities.
The Company's results of operations are also affected by provisions for
loan losses, non-interest income and non-interest expenses, such as employee
salaries and benefits, occupancy expenses, and other expenses. The following
discussion reviews the Company's financial condition at March 31, 1997 and the
results of operations for the three months ended March 31, 1997 and 1996.
FINANCIAL CONDITION
The Company's total assets increased $6.5 million, or 2.2%, from $298.0
million at December 31, 1996 to $304.5 million at March 31, 1997. The increase
was primarily attributable
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to a $9.7 million increase in loans receivable which was primarily funded by
an increase in deposits of $9.4 million. Additionally, the Company used $6.5
million in cash investments to reduce FHLB advances by $3.0 million and
increase available-for-sale securities by $3.0 million.
The balance of net loans receivable increased $9.7 million, or 3.8%, from
$255.5 million at December 31, 1996 to $265.2 million at March 31, 1997. The
increase in gross loans receivable (excluding loans-in-process) consisted
primarily of $7.9 million in growth in loans secured by one- to four-family
residences and to a lesser degree, an increase in installment loans of $1.5
million. During the first quarter of 1997, the Company originated $28.6
million in mortgage and installment loans as compared to $27.8 million during
the same period of the prior year. The slight increase was primarily due to a
$3.1 million increase in home equity lines-of-credit, a new product which was
introduced in February.
Deposits increased $9.4 million, or 5.2% from $182.0 million at December
31, 1996 to $191.4 million at March 31, 1997. The increase was attributable to
the successful marketing and cross-selling of the Company's products and
services as well as price competitiveness. The increase was comprised of a
$8.5 million increase in certificates of deposit and a $856,000 increase in
accrued interest and statement savings and transaction accounts.
FHLB advances declined $3.0 million, or 4.1%, from $84.0 million at
December 31, 1996 to $81.0 million at March 31, 1997 as cash equivalents were
used to reduce outstanding balances. Outstanding advances have terms of up to
five years at either variable or fixed rates of interest and have been used
primarily to finance growth in loans receivable. At March 31, 1997 the average
cost of FHLB advances was .28% higher than the average cost of the Company's
certificates of deposit.
At March 31, 1997, stockholders' equity was $29.1 million, or 9.5% of
total assets as compared to $30.0 million, or 10.1% of total assets at December
31, 1996. The reduction in stockholders' equity was primarily due to the $2.0
million cost of repurchased stock exceeding the first quarter of 1997's net
income of $974,000 and benefit plan adjustments of $127,000. These items in
conjunction with asset growth, caused the decline in the ratio of equity to
total assets.
Results of Operations - Comparison of the three month periods ended March 31,
1997 and 1996.
- --------------------------------------------------------------------------------
GENERAL. The Company's net income increased $424,000, or 76.9%, from
$550,000 for the quarter ended March 31, 1996 to $974,000 for the quarter ended
March 31, 1997. The increase was attributed to increased net interest and
non-interest income and a reduction in operating expenses which were partially
offset by an increased provision for income taxes.
NET INTEREST INCOME. Net interest income before the provision for loan
losses increased by $414,000, or 20.4%, to $2.4 million for the quarter ended
March 31, 1997 as compared to $2.0 million earned during the same quarter of
the prior year. The increase was primarily due to a 17 basis point increase in
the average net interest rate spread and a $42.5 million increase in the
average balance of interest-earning assets which was partially offset by a
$43.8 million increase in the average balance of interest-bearing liabilities.
INTEREST INCOME. Interest income for the three months ended March 31,
1997 increased $963,000, or 19.8%, to $5.8 million as compared to the $4.9
million earned during the same period of the prior year. The increase was
attributed to the $42.5 million, or 17.4%, increase in
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the average balance of interest-earning assets and the .16% increase in the
average yield earned on interest-earning assets, from 7.98% during the first
quarter of 1996 to 8.14% during the first quarter of 1997. The increase in
interest-earning assets was primarily due to growth in loans receivable while
the improved interest-earning asset yields were attributed to upward loan
repricing, increased interest rates, and an increase in the ratio of loans,
which have typically earned higher yields than other interest-earning assets,
to total assets.
INTEREST EXPENSE. Interest expense for the three months ended March 31,
1997 increased $548,000, or 19.4%, to $3.4 million as compared to the $2.8
million expensed during the three months ended March 31, 1996. The increase
was primarily attributed to the $43.8 million increase in the average balance
of interest-bearing liabilities as the average rate paid declined by 1 basis
point to 5.06%. The increase in interest-bearing liabilities was primarily due
to an increase in the average balances of certificates of deposit and FHLB
advances.
PROVISION FOR LOAN LOSSES. The provision for loan losses for the three
months ended March 31, 1997 was $30,000 as compared to $20,000 during the same
quarter of the prior year. The Company regularly reviews its allowance for
loan losses and makes adjustments to its balance based on management's analysis
of the loan portfolio, the amount of non-performing and classified assets, and
general economic conditions. Although the Company maintains its allowance for
loan losses at a level which it considers to be sufficient to provide for
potential losses, there can be no assurance that future losses will not exceed
internal estimates. In addition, the amount of the allowance for loan losses
is subject to review by regulatory agencies which can order the establishment
of additional loss provisions (See "Nonperforming Assets").
NONINTEREST INCOME. Noninterest income for the three months ended March
31, 1997 increased $83,000, or 31.8%, to $345,000 as compared to $262,000 for
the three months ended March 31, 1996. The increase was due to several factors
which included increases in lease income, FHLB dividends, loan servicing fees,
commissions, and service charges.
NONINTEREST EXPENSE. Noninterest expense for the three months ended March
31, 1997 declined $169,000, or 12.3%, to $1.2 million as compared to $1.4
million for the same quarter of the prior year. Contributing to the decline
was a $75,000 decrease in SAIF premiums which was due to the FDIC's assessment
rate declining to 6.5 basis points from 23 basis points. Also, occupancy and
advertising expenses declined by $29,000 and $26,000, respectively.
PROVISION FOR INCOME TAXES. The provision for income taxes for the three
months ended March 31, 1997 increased $233,000 to $584,000 as compared to
$351,000 for the three months ended March 31, 1996. The increase was primarily
due to increased taxable income during the first quarter of 1997.
NONPERFORMING ASSETS
The allowance for loan losses is calculated based upon an evaluation of
pertinent factors underlying the various types and quality of the Company's
loans. Management considers such factors as the repayment status of a loan,
the estimated net fair value of the underlying collateral, the borrower's
intent and ability to repay the loan, local economic conditions, and the
Company's historical loss ratios. The Company's allowance for loan losses
increased $36,000 to $1.9 million at March 31, 1997 from $1.8 million on
December 31, 1996. At March 31, 1997, assets classified as substandard,
doubtful, or loss totaled $427,000, or .14% of total assets while assets
as special mention totaled $1.2 million, or .4% of total assets. Management has
considered each
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of these factors in evaluating the adequacy of the allowance for loan losses.
The ratio of nonperforming assets to total assets is another useful tool
in evaluating exposure to credit risk. Non-performing assets of the Company
include non-accruing loans, accruing loans delinquent/past maturity 90 days or
more, and assets which have been acquired as a result of foreclosure or
deed-in-lieu of foreclosure. The following table illustrates changes in the
Company's level of non-performing assets:
03/31/97 12/31/96 12/31/95
-------- -------- --------
(Dollars In Thousands)
Loans Delinquent/Past Maturity 90 Days or More $280 $258 $35
Foreclosed Assets 0 0 0
---- ---- ---
Total Non-performing Assets $280 $258 $35
Total Non-Performing Assets as a ==== ==== ===
Percentage of Total Assets .09% .09% .01%
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds are deposits, principal and
interest payments on loans receivable and mortgage-backed securities,
investments and FHLB advances. While scheduled loan and security repayments
and the maturity of short-term investments are somewhat predictable sources of
funding, deposit flows and loan prepayment rates are influenced by many factors
which make their cash flows difficult to anticipate. Office of Thrift
Supervision regulations require the Bank to maintain cash and eligible
investments in an amount equal to at least 5% of customer accounts and
borrowings which mature within one year to assure its ability to meet demands
for withdrawals and repayment of maturing short-term borrowings. During the
month ended March 31, 1997, the Bank's liquidity ratio averaged 8.0%.
The Company uses its liquidity resources principally to satisfy its
ongoing cash requirements which include funding loan commitments, funding
maturing certificates of deposit as well as deposit withdrawals, maintaining
liquidity, purchasing investments, and meeting operating expenses. At March
31, 1997, the Company had outstanding commitments to fund $3.6 million in
mortgage loans, $8.2 million in loans-in-process and $3.2 million in lines and
letters-of-credit. These commitments are likely to be funded through a
combination of FHLB advances, deposit growth and principal and interest
payments received on loans receivable. Management believes that the Company's
liquidity resources will be sufficient to fund current liquidity needs.
REGULATORY CAPITAL
At March 31, 1997, the Bank exceeded all regulatory capital requirements
with tangible capital of $25.5 million (8.5% of tangible assets); core capital
of $25.5 million (8.5% of adjusted tangible assets); and risk-based capital of
$27.4 million (16.1% of risk-weighted assets). Under current regulatory
guidelines, the Bank is considered to be "well-capitalized".
IMPACT OF NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board recently adopted Statement No.
125, ("FAS"), "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities". FAS 125, imposes new rules for determining
when transfers of financial assets are
10
accounted for as sales versus when transfers are accounted for as borrowings.
The implementation of this part of FAS 125 has been delayed until January 1,
1998. FAS 125 also extends the rules in FAS 122 regarding the recognition of
mortgage servicing rights as assets to all loan types. This part of FAS 125
is effective for transactions occurring after December 31, 1996. The adoption
of FAS 125 has not had a significant impact on the Company's consolidated
financial statements.
Part II - Other Information
Item 1 - Legal Proceedings
The Company and the Bank are not involved in any pending legal proceedings
other than legal proceedings incident to the business of the Company and the
Bank, which involve amounts in the aggregate which management believes are
immaterial to the financial condition and results of operations of the Company
and the Bank.
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
(a) On April 23, 1997, the Company held its Annual Meeting of
Stockholders.
(b) At the meeting, Stephen Maus was elected to a three year term to
expire in 2000 and Baird Kurtz & Dobson was appointed as the Company's
independent auditors for the fiscal year ending December 31, 1997.
(c) Stockholders voted on the following matters:
(i) The election of Stephen Maus as a director of the Company;
VOTES: FOR AGAINST ABSTAIN NON-VOTES
- -------- ------ ---------- ---------- --------------
1,538,125 1,308,003 50,217 -0- 179,906
(ii) The ratification of the appointment of Baird Kurtz & Dobson
as the Company's independent auditors for the fiscal year
ending December 31, 1997.
VOTES: FOR AGAINST ABSTAIN NON-VOTES
- -------- ------ ---------- ---------- --------------
1,538,125 1,308,923 43,872 5,225 180,106
Item 5 - Other Information
None.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits and Reports filed during the quarter ended March 31, 1997
None.
11
SIGNATURES
Pursuant to the requirement 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.
SHO-ME FINANCIAL CORP.
Registrant
Date: May 8, 1997 /s/ Raymond G. Merryman
-------------------------------------
Raymond G. Merryman
President and Chief Executive Officer
Date: May 8, 1997 /s/ Greg A. Steffens
-------------------------------------
Greg A. Steffens
Chief Financial Officer