1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) THE SECURITIES EXCHANGE ACT
OF 1934 For quarter ended June 30, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. For the transition period ..... to .....
Commission file number: 0-15624
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SECOND BANCORP INCORPORATED
(exact name of registrant as specified in its charter)
Ohio 34-1547453
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(State or other jurisdiction of (I.R.S. Employer
in Company or organization) Identification No.)
108 Main Ave. Warren, Ohio 44482-1311
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(Address of principal executive offices) (Zip Code)
(330) 841-0123
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Registrant's telephone number, including area code
Not applicable
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Former name, former address and former fiscal year, if changed since last
report.
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 periods 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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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, without par value - 10,173,050 shares outstanding as of July 31,
2000.
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SECOND BANCORP INCORPORATED AND SUBSIDIARY
INDEX Page
Number
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PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated balance sheets -
June 30, 2000 and 1999 and December 31, 1999 ................... 3
Consolidated statements of income -
Three and six months ended June 30, 2000 and 1999 .... 4
Consolidated statement of shareholders' equity -
Six months ended June 30, 2000 and 1999 ............... 5
Consolidated statements of cash flows -
Six months ended June 30, 2000 and 1999 ............... 6
Notes to consolidated financial statements - June 30, 2000 ..... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ............................ 11
Item 2. Changes in Securities ........................ 11
Item 3. Defaults upon Senior Securities .............. 11
Item 4. Submission of Matters to a Vote of Security
Holders ...................................... 11
Item 5. Other Information ............................ 11
Item 6. Exhibits and Reports on Form 8-K ............. 11
SIGNATURES ............................................ 12
Statement 11 Re: Computation of Earnings Per Share .... 13
Schedule 27 ........................................... 14
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Second Bancorp Incorporated and Subsidiary
Consolidated Balance Sheets
June 30 December 31 June 30
---------------------------------------------
(Dollars in thousands) 2000 1999 1999
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ASSETS
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Cash and due from banks $38,526 $35,238 $35,111
Trading account 944 0 0
Securities:
Available-for-sale (at market value) 370,250 367,587 384,819
Loans 1,157,123 1,071,662 1,002,175
Less reserve for loan losses 11,378 11,169 11,872
---------------------------------------------
Net loans 1,145,745 1,060,493 990,303
Premises and equipment 18,119 18,575 18,276
Accrued interest receivable 10,508 9,277 8,941
Goodwill and intangible assets 5,472 5,931 5,878
Other assets 43,349 40,177 38,888
---------------------------------------------
Total assets $1,632,913 $1,537,278 $1,482,216
=============================================
LIABILITIES AND SHAREHOLDERS' EQUITY
- -------------------------------------
Deposits:
Demand - non-interest bearing $115,380 $110,811 $110,369
Demand - interest bearing 88,184 90,570 89,605
Savings 269,925 270,544 288,893
Time deposits 631,960 625,664 596,301
---------------------------------------------
Total deposits 1,105,449 1,097,589 1,085,168
Federal funds purchased and securities sold under
agreements to repurchase 124,930 106,532 134,985
Note Payable 0 4,000 0
Other borrowed funds 2,609 5,739 4,812
Federal Home Loan Bank advances 276,009 200,276 127,533
Accrued expenses and other liabilities 8,548 6,795 7,703
---------------------------------------------
Total liabilities 1,517,545 1,420,931 1,360,201
Shareholders' equity:
Common stock, no par value; 30,000,000 shares
authorized; 10,776,870; 10,762,950 and
10,754,450 shares issued, respectively 36,974 36,966 36,953
Treasury stock; 575,720, 304,500 and
50,400 shares, respectively (11,646) (7,140) (793)
Net unrealized holding losses on
available-for-sale securities, net of tax (8,631) (7,791) (3,670)
Retained earnings 98,671 94,312 89,525
---------------------------------------------
Total shareholders' equity 115,368 116,347 122,015
---------------------------------------------
Total liabilities and shareholders' equity $1,632,913 $1,537,278 $1,482,216
=============================================
See notes to consolidated financial statements.
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Second Bancorp Incorporated and Subsidiary
Consolidated Statements of Income
For the Three Months For the Six Months
Ended June 30 Ended June 30
(Dollars in thousands, -------------------------------- -------------------------------
except per share data) 2000 1999 2000 1999
- ------------------------------------------------------------- ------------ ------------ ------------
INTEREST INCOME
- ----------------
Loans (including fees):
Taxable $ 22,887 $ 19,697 $ 44,423 $ 39,583
Exempt from federal income taxes 238 168 453 359
Securities:
Taxable 5,261 4,602 9,970 8,917
Exempt from federal income taxes 777 964 1,659 1,889
Federal funds sold 13 (26) 106 169
Trading account 3 0 3 0
------------ ------------ ------------ ------------
Total interest income 29,179 25,405 56,614 50,917
INTEREST EXPENSE
- ----------------
Deposits 11,312 10,318 22,191 20,662
Federal funds purchased and securities
sold under agreements to repurchase 1,356 1,458 2,540 2,855
Note Payable 0 0 19 0
Other borrowed funds 58 33 101 64
Federal Home Loan Bank advances 3,808 1,473 6,700 2,698
------------ ------------ ------------ ------------
Total interest expense 16,534 13,282 31,551 26,279
------------ ------------ ------------ ------------
Net interest income 12,645 12,123 25,063 24,638
Provision for loan losses 696 844 1,383 1,673
------------ ------------ ------------ ------------
Net interest income after
provision for loan losses 11,949 11,279 23,680 22,965
NON-INTEREST INCOME
- -------------------
Service charges on deposit accounts 1,079 1,103 2,133 2,056
Trust fees 1,049 895 2,053 1,690
Gain on sale of loans 309 625 700 968
Trading account gains (431) 0 (317) 0
Security gains 206 64 305 175
Other operating income 1,234 1,339 2,375 2,462
------------ ------------ ------------ ------------
Total non-interest income 3,446 4,026 7,249 7,351
NON-INTEREST EXPENSE
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Salaries and employee benefits 5,189 4,559 10,505 9,253
Net occupancy 1,037 1,027 2,089 2,021
Equipment 959 843 1,946 1,697
Professional services 698 420 1,175 878
Assessment on deposits and other taxes 425 369 838 800
Amortization of goodwill and other 115 171 231 342
intangibles
Other operating expenses 2,008 2,037 3,944 3,951
------------ ------------ ------------ ------------
Total non-interest expense 10,431 9,426 20,728 18,942
------------ ------------ ------------ ------------
Income before federal income taxes 4,964 5,879 10,201 11,374
Income tax expense 1,251 1,541 2,552 2,921
------------ ------------ ------------ ------------
Net income $ 3,713 $ 4,338 $ 7,649 $ 8,453
============ ============ ============ ============
NET INCOME PER COMMON SHARE:
Basic $ 0.36 $ 0.41 $ 0.74 $ 0.79
Diluted $ 0.36 $ 0.40 $ 0.74 $ 0.79
Weighted average common shares outstanding:
Basic 10,318,828 10,697,333 10,362,424 10,692,916
Diluted 10,340,082 10,755,941 10,396,194 10,747,670
See notes to consolidated financial statements.
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Second Bancorp Incorporated and Subsidiary
Consolidated Statements of Shareholders' Equity
Accumulated
Other
Common Treasury Comprehen- Retained Comprehen-
(Dollars in thousands) Stock Stock sive Income Earnings Total sive Income
- -------------------------------------------------------------------------------------------------------------------
Balance, January 1, 1999 $36,901 $ (793) $ 3,097 $ 84,068 $ 123,273
Comprehensive income:
Net income 8,453 8,453 $ 8,453
Other comprehensive income, net of tax
Change in unrealized market value
adjustment on securities available-for-
sale, net of tax (6,767) (6,767) (6,767)
------------
Comprehensive income $ 1,686
============
Cash dividends declared: common ($.28 per
share) (2,996) (2,996)
Common stock issued - dividend reinvestment
plan 52 52
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Balance, June 30, 1999 $36,953 $ (793) $ (3,670) $ 89,525 $ 122,015
========================================================
Balance, January 1, 2000 $36,966 $ (7,140) $ (7,791) $ 94,312 $ 116,347
Comprehensive income:
Net income 7,649 7,649 $ 7,649
Other comprehensive income, net of tax
Change in unrealized market value
adjustment on securities available-
for-sale, net of tax (840) (840) (840)
------------
Comprehensive income $ 6,809
============
Cash dividends declared: common ($.32 per (3,290) (3,290)
share)
Purchase of treasury shares (4,506)
(4,506)
Common stock issued - dividend reinvestment 8 8
plan
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Balance, June 30, 2000 $36,974 $(11,646) $ (8,631) $ 98,671 $ 115,368
========================================================
See notes to consolidated financial statements.
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Second Bancorp Incorporated and Subsidiary
Consolidated Statements of Cash Flows
For the Six Months Ended
(Dollars in thousands) June 30 June 30
Operating Activities 2000 1999
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Net income $7,649 $8,453
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 1,383 1,673
Provision for depreciation 1,721 1,390
Provision for amortization of intangibles 231 342
Net gain / amortization on servicing rights 228 (471)
Amortization (accretion) of investment 133 (52)
discount and premium
Deferred income taxes 138 36
Securities gains (305) (175)
Other gains, net (704) (1,015)
Net increase in trading account securities (944) 0
Increase in interest receivable (1,231) (232)
(Decrease) increase in interest payable 265 899
Originations of loans held-for-sale (29,535) (57,483)
Proceeds from sale of loans held-for-sale 30,238 58,498
Net change in other assets & other liabilities (1,371) (2,067)
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Net Cash provided by operating activities 7,896 9,796
Investing Activities
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Proceeds from maturities of securities - 15,311 82,103
available-for-sale
Proceeds from sales of securities - 44,497 40,646
available-for-sale
Purchases of securities - available-for-sale (63,590) (163,342)
Net increase in loans (86,634) (31,862)
Net increase in premises and equipment (1,265) (2,547)
-------------------------------------------------
Net cash used by investing activities (91,681) (75,002)
Financing Activities
- ----------------------------------------------------
Net increase (decrease) in demand deposits, interest bearing
demand and savings deposits 1,564 (2,565)
Net increase (decrease) in time deposits 6,296 (14,857)
Net increase in federal funds purchased and
securities sold under agreements to repurchase 18,398 12,503
Decrease in note payable (4,000) 0
Net (decrease) increase in borrowings (3,130) 3,951
Net advances from Federal Home Loan Bank 75,733 54,751
Cash dividends (3,290) (2,996)
Purchase of treasury stock (4,506) 0
Issuance of common stock 8 52
-------------------------------------------------
Net cash provided by financing activities 87,073 50,839
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Increase (decrease) in cash and cash equivalents 3,288 (14,367)
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Cash and cash equivalents at beginning of year 35,238 49,478
-------------------------------------------------
Cash and cash equivalents at end of period $38,526 $35,111
=================================================
Supplementary Cash Flow Information:
Cash paid for 1) Federal Income taxes - $2,552,000 and $2,921,000 for the six
months ended June 30, 2000 and 1999, respectively and 2) Interest -
$31,667,000 and $25,792,000 for the six months ended June 30, 2000 and 1999,
respectively.
See notes to consolidated financial statements.
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Notes to Consolidated Financial Statements (unaudited)
Second Bancorp Incorporated and Subsidiary
June 30, 2000
(Dollars in thousands)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 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 of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three- and six-
month periods ended June 30, 2000 are not necessarily indicative of the results
that may be expected for the year ended December 31, 2000. Certain
reclassifications have been made to amounts previously reported in order to
conform to current period presentations. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.
NOTE B - PER SHARE DATA
The per share data is based upon the weighted average number of shares,
including common stock equivalents, outstanding during the period.
NOTE C - COMPREHENSIVE INCOME
During the first six months of 2000 and 1999, total comprehensive income
amounted to $6,809 and $1,686, respectively. The components of comprehensive
income, net of tax, for the and six month periods ended June 30, 2000 and 1999
are as follows:
2000 1999
--------------------------
Net income $7,649 $8,453
Unrealized losses on available-for-sale securities (840) (6,767)
--------------------------
Comprehensive income $6,809 $1,686
==========================
Accumulated other comprehensive loss, net of related tax, at June 30, 2000,
December 31, 1999 and June 30, 1999 totaled $(8,631), $(7,791) and $(3,670),
respectively and were comprised entirely of accumulated changes in unrealized
market value adjustments on securities available-for-sale, net of tax.
Disclosure of reclassification amounts:
January 1 to January 1 to
June 30, 2000 June 30, 1999
-------------------------------
Unrealized holding losses arising during the period $ (840) $(6,767)
Less: reclassification for gains included in net income (305) (175)
---------------------------
Net unrealized losses on available-for-sale securities $(1,145) $(6,942)
===========================
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations. Management's Discussion and Analysis of Financial Condition and
Results of Operations Second Bancorp Incorporated and Subsidiary
General
Second Bancorp Incorporated, (the "Company") is a one-bank holding company which
owns The Second National Bank of Warren (the "Bank"), a Warren, Ohio based
commercial bank. Operating through thirty- five branches and one loan production
office, the Bank offers a wide range of commercial and consumer banking and
trust services primarily to business and individual customers in various
communities in a nine county area in northeastern Ohio. The Bank focuses its
marketing efforts primarily on local independent and professional firms and
individuals that are the owners and principals of such firms.
Financial Condition
At June 30, 2000, the Company had consolidated total assets of $1.63 billion,
deposits of $1.1 billion and shareholders' equity of $115 million. Since June
30, 1999, total assets have increased by $151 million or 10.1%. Gross loans have
grown by 15.7% during the past year to total $1.15 billion. Real estate lending
activities have resulted in strong increases in outstanding balances, while
consumer lending activities have been increasing.
Funding growth has primarily been generated through advances from the Federal
Home Loan Bank ("FHLB") and time deposits. FHLB advances have increased by $148
million over the past year and are utilized to generate longer duration
liabilities, fund acquisition of higher yielding securities (leveraging
activities) and fund normal loan growth.
Results of Operations
General. The Company achieved net income of $3,713,000 for the second quarter of
2000, 14.4% less than the $4,338,000 earned during the same period last year. On
a per share basis, diluted earnings for the quarter were $.36, versus the $.40
per share reported for the second quarter of 1999. Return on average assets
(ROA) and return on average total shareholders' equity (ROE) were .93% and
13.01%, respectively for the second quarter of 2000 compared to 1.18% and 13.86%
for last year's second quarter. A shrinking net interest margin caused by
increased funding rates coupled with increased personnel costs and trading
account losses contributed to the earnings decline. For the first six months of
20000, the Company achieved net income of $7,649,000, 9.5% less than the
$8,453,000 earned during the same period last year. Diluted earnings per share
were $.74, versus the $.79 per share reported for 1999. Return on average assets
(ROA) and return on average total shareholders' equity (ROE) were .97% and
13.36%, respectively for the first six months of 2000 compared to 1.17% and
13.56% for the same period last year.
In August 2000, the Company announced the initiation of a consolidated balance
sheet restructuring. The multi-faceted restructuring, which will be completed
during the third quarter, is intended to (i) improve the Company's net interest
margin and liquidity position through the sale of below-market, fixed rate loans
and investments, (ii) improve the Company's product mix and reduce interest rate
sensitivity in segments of its loan portfolio, and (iii) supplement the
Company's loan loss reserve to align it with more stringent internal guidelines
as it relates to specific loans and to keep pace with robust consumer loan
growth. The after-tax cost of the restructuring which will be taken into
earnings during the current quarter is expected to be in the $7 to $9 million
range.
Asset Quality. The reserve for loan losses was .98% of total loans at the end of
the second quarter of 2000 and is lower than a year ago due to the sharp
increase in real estate loan balances and fourth quarter 1999 charge-offs. The
reserve was 1.18% of total loans at June 30, 1999. Non-accrual loans have
declined significantly over the past year and total $2,987,000 as of June 30,
2000 versus $4,295,000 as of the same date last year. Net charge-offs were an
annualized .24% of average loans versus .21% for the second quarter of 1999.
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Net Interest Income. Net interest income for the second quarter of 2000
increased by 4.3% from the same period last year to $12,645,000. The increase
was derived from an increase of 8.8% in average earning assets, offset by a 17
basis points decline in the net interest margin. The decline in the net interest
margin resulted from increased funding costs due to higher market rates as well
as leveraging activities. Net interest income for the first six months of 2000
totaled $25,063,000, representing a 1.7% increase over the same period in 1999.
Average interest earning assets increased by 7.7% while the net interest margin
declined from 3.78% for the first six months of 1999 to 3.56% for the same
period in 2000.
Non-interest Income. Non-interest income was $580,000, or 14.4% lower than the
second quarter of 1999 due primarily to trading account losses sustained during
the period. For the second quarter of 2000, fees from trust services increased
by $154,000, or 17%, over the second quarter of 1999. Service charges on deposit
accounts decreased by $24,000 or 2.2% from the same period a year ago. Trading
account losses totaled $431,000 for the quarter compared to $114,000 in gains
for the first quarter of 2000. There were no trading activities conducted in
1999. Security sales for the quarter generated $206,000 in income versus $64,000
in gains for the second quarter of 1999. For the first six months of 2000,
non-interest income was virtually unchanged from a year prior. Increases in
trust revenue of $363,000 were offset by trading account losses of $317,000.
Non-interest Expense. Expenses for the second quarter of 2000 were 10.7% higher
than for the same period in 1999. Salaries and employee benefits increased by
13.8% due primarily to the addition of a new CEO in December of 1999 and
additional salary and benefit increases. Professional services increased by
66.2% due to the retention of an earnings improvement consultant. The other
expense categories realized a modest increase of 2.2% combined. For the first
six months, expenses were up 9.4% from a year ago, with salaries and benefits up
13.5% from a year prior.
Capital resources. Shareholders' equity has decreased by $7 million from a year
ago due primarily to the increase in interest rates which created an unrealized
holding loss (accumulated other comprehensive loss) of $8.6 million as of June
30, 2000 in the available-for-sale security portfolio versus a net unrealized
loss of $3.7 million as of June 30, 1999. The repurchase of 525,000 shares of
common stock into Treasury also contributed to the decline. The Company is
currently authorized to repurchase up to 600,000 shares of the Company's common
stock. As of June 30, 2000, the Company had repurchased 525,320 of the
authorized shares of common stock.
Liquidity. Management of the Company's liquidity position is necessary to ensure
that funds are available to meet the cash flow needs of depositors and borrowers
as well as the operating cash needs of the Company. Funds are available from a
number of sources including maturing securities, payments made on loans, the
acquisition of new deposits, the sale of packaged loans, borrowing from the FHLB
and overnight lines of credit of over $37 million through correspondent banks.
The parent company has three major sources of funding including dividends from
the Bank, $20 million in unsecured lines of credit with correspondent banks
which are renewable annually, and access to the capital markets.
Forward-looking statements:
The section that follows contains certain forward-looking statements (as defined
in the Private Securities Litigation Reform Act of 1995). These forward-looking
statements may involve significant risks and uncertainties. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, actual results may differ materially from the expectations discussed
in these forward-looking statements.
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Market Risk Management:
Market risk is the risk of economic loss from adverse changes in the fair value
of financial instruments due to changes in (a) interest rates, (b) foreign
exchange rates, or (c) other factors that relate to market volatility of the
rate, index, or price underlying the financial instrument. The Company's market
risk is composed primarily of interest rate risk. The Company's Asset/Liability
Committee (ALCO) is responsible for reviewing the interest rate sensitivity
position of the Company and establishing policies to monitor and limit the
exposure to interest rate risk. Since nearly the Company's entire interest rate
risk exposure relates to the financial instrument activity of the Bank, the
Bank's Board of Directors review the policies and guidelines established by
ALCO.
The primary objective of asset/liability management is to provide an optimum and
stable net interest margin, after-tax return on assets and return on equity
capital, as well as adequate liquidity and capital. Interest rate risk is
monitored through the use of two complementary measures: dynamic gap analysis
and earnings simulation models. While each of the measurement techniques has
limitations, taken together they represent a reasonably comprehensive tool for
measuring the magnitude of interest rate risk inherent in the Company.
The earnings simulation model forecasts earnings for a one-year horizon frame
under a variety of interest rate scenarios. Management evaluates the impact of
the various rate simulations against earnings in a stable interest rate
environment. The most recent model projects net income would decrease by 1.0% if
interest rates would immediately rise by 200 basis points. It projects an
increase in net income of 5.7% if interest rates would immediately fall by 200
basis points. Management believes this reflects an appropriate level of risk
from interest rate movements. The earnings simulation model includes assumptions
about how the various components of the balance sheet and rate structure are
likely to react through time in different interest rate environments. These
assumptions are derived from historical analysis and management's outlook.
Management expects interest rates to have an upward bias during 2000.
Interest rate sensitivity is managed through the use of security portfolio
management techniques, the use of fixed rate long-term borrowings from the FHLB,
the establishment of rate and term structures for time deposits and loans and
the sale of long-term fixed rate mortgages through the secondary mortgage
market. Although the Company has available to it the use of off-balance sheet
swap instruments to manage interest rate risk, these instruments are
historically rarely utilized.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings -
The Company is subject to various pending and threatened lawsuits in which
claims for monetary damages are asserted in the ordinary course of business.
While any litigation involves an element of uncertainty, in the opinion of
management, liabilities, if any, arising from such litigation or threat thereof
will not have a material impact on the financial position or results of
operations of the Company.
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) - (d) Second Bancorp Incorporated's Annual Meeting of Shareholders was held
on May 9, 2000. The results of the votes on the matters presented to
shareholders were included in the Form 10Q for the period ended March 31, 2000.
Item 5. Other Information - Not Applicable
Item 6. Exhibits and Reports on Form 8-K:
The following exhibits are included herein:
(11) Statement re: computation of earnings per share
The Company filed a report on Form 8-K on May 23, 2000 to announce the Company's
election to become a financial holding company under the provisions of the
Financial Services Modernization Act.
(27) Financial data schedule
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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.
SECOND BANCORP INCORPORATED
Date: August 11, 2000 /s/ David L. Kellerman
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David L. Kellerman, Treasurer
Signing on behalf of the registrant and as principal accounting officer and
principal financial officer.
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