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FORM 10-Q -- QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 34-26589, eff. 4/12/89)
United States Securities and Exchange Commission
FORM 10-Q
(MARK ONE)
[X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934.
For the period ended September 30, 2000
------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934.
For the transition period from to Commission File
------------- -------------
Number: 0-13655
-------
Security Banc Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1133284
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 South Limestone Street, Springfield, OH 45502
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(937) 324-6920
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(Registrant's telephone number, including area code)
(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 period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
X Yes No
----- -----
Indicate the number of shares outstanding of each of the registrant's classes of
common stock.
Class Outstanding at October 23, 2000
- -------------------------------- -------------------------------
Common Stock, $1.5625 Par Value 11,785,700
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SECURITY BANC CORPORATION AND SUBSIDIARIES
INDEX
PAGE NO.
Part I - Financial Information
Item 1 - Financial Statements:
Consolidated Condensed Balance Sheets
September 30, 2000 and December 31, l999. 3
Consolidated Condensed Statements of Income
for the three (3) months ended September 30, 2000
and September 30, 1999. 4
Consolidated Condensed Statement of Income for the nine (9)
months ended September 30, 2000 and September 30, 1999. 5
Consolidated Condensed Statements of Cash
Flows for the nine (9) months ended September 30,
2000 and September 30, 1999. 6
Consolidated Condensed Statements of Shareholders Equity for
the nine (9) months ended September 30, 1999 and September 30,
2000. 7
Notes to Consolidated Condensed Financial
Statements. 8
Item 2 - Management's Discussion and Analysis of
Condition and Results of Operations 9-13
Part II - Other Information 14
Signature 15
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PART I ITEM 1 - FINANCIAL STATEMENTS
SECURITY BANC CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
September 30 Dec 31
2000 1999
---- ----
(in thousands)
ASSETS
Cash and due from banks $ 28,610 $ 50,216
Federal funds sold 16,040 10,010
-------- --------
TOTAL CASH AND CASH EQUIVALENT 44,650 60,226
-------- --------
Interest bearing deposits with other banks 1,620 1,560
Investments (Market Value $210,475 @ 9-30-00,
$212,411 @ 12-31-99) 211,220 214,303
Loans: Commercial and agricultural 351,509 321,782
Real estate and mortgage 255,073 254,854
Consumer 74,748 76,389
-------- --------
TOTAL LOANS 681,330 653,025
Less: Allowance for Loan Losses (6,462) (6,964)
-------- --------
NET LOANS 674,868 646,061
Premises and Equipment 8,680 9,292
Other Assets 45,491 44,969
-------- --------
TOTAL ASSETS $986,529 $976,411
======== ========
LIABILITIES
Non-interest bearing deposits $126,636 $129,127
Interest bearing demand deposits 144,125 134,864
Savings deposits 159,793 156,988
Time deposits, $100,000 and over 55,942 54,794
Other time deposits 237,691 220,773
-------- --------
TOTAL DEPOSITS 724,187 696,546
Fed funds purchased and securities sold
under agreement to repurchase 23,917 24,011
Federal Home Loan Bank Term Advances 109,499 131,372
Other liabilities 6,374 5,360
-------- --------
TOTAL LIABILITIES $863,977 $857,289
-------- --------
SHAREHOLDERS'S EQUITY
Common Stock (Par Value $1.5625) $ 19,827 $ 19,800
Shares authorized 18,000,000
Shares issued 12,689,258 - 2000
12,671,332 - 1999
Surplus 22,533 22,302
Retained earnings 98,002 90,084
Accumulated other comprehensive income (4,734) (7,143)
Less: Treasury Stock, 896,258 shares, 2000 (13,076) (5,921)
521,905 shares, 1999 -------- --------
TOTAL SHAREHOLDERS' EQUITY 122,552 119,122
-------- --------
TOTAL LIABILITIES &
SHAREHOLDER'S EQUITY $986,529 $976,411
======== ========
See notes to Consolidated Condensed Financial Statements.
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PART 1 ITEM 1 - FINANCIAL STATEMENTS
SECURITY BANC CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(UNAUDITED)
Three Months Ended
Sept. 30 Sept. 30
2000 1999
---- ----
(in thousands except
per share data)
Interest Income $18,689 $17,345
Interest Expense 8,222 7,120
------- -------
NET INTEREST INCOME 10,467 10,225
Provision for loan losses 405 300
------- -------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 10,062 9,925
OTHER OPERATING INCOME
Trust Income 483 471
Service charges on deposit accounts 801 823
Securities, Gains 0 73
Other charges, rents and fees 897 816
------- -------
TOTAL OTHER OPERATING INCOME 2,181 2,183
OPERATING EXPENSES
Salaries and employee benefits 2,885 2,897
Equipment and occupancy expense 655 679
Other operating expense 2,252 2,172
------- -------
TOTAL OPERATING EXPENSE 5,792 5,748
INCOME BEFORE TAXES 6,451 6,360
Income taxes (See Note B) 2,125 2,092
------- -------
NET INCOME $ 4,326 $ 4,268
======= =======
Basic earnings per share $ .37 $ .35
Diluted earnings per share $ .37 $ .35
Cash dividends per share $ .14 $ .13
Weighted average shares outstanding 11,819,643 12,179,368
See notes to Consolidated Condensed Financial Statements.
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PART 1 ITEM 1 - FINANCIAL STATEMENTS
SECURITY BANC CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(UNAUDITED)
Nine Months Ended
Sept. 30 Sept. 30
2000 1999
---- ----
(in thousands except
per share data)
Interest Income $54,706 $51,128
Interest Expense 23,438 20,345
------- -------
NET INTEREST INCOME 31,268 30,783
Provision for loan losses 1,065 900
------- -------
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 30,203 29,883
OTHER OPERATING INCOME
Trust Income 1,532 1,409
Service charges on deposit accounts 2,340 2,374
Securities, Gains 0 114
Other charges, rents and fees 2,613 2,314
------- -------
TOTAL OTHER OPERATING INCOME 6,485 6,211
OPERATING EXPENSES
Salaries and employee benefits 8,756 8,686
Equipment and occupancy expense 1,967 2,012
Other operating expense 6,705 6,539
------- -------
TOTAL OPERATING EXPENSE 17,428 17,237
INCOME BEFORE TAXES 19,260 18,857
Income taxes (See Note B) 6,347 6,175
------- -------
NET INCOME $12,913 $12,682
======= =======
Basic earnings per share $ 1.08 $ 1.04
Diluted earnings per share $ 1.08 $ 1.04
Cash dividends per share $ .42 $ .39
Weighted average shares outstanding 11,921,658 12,175,904
See notes to Consolidated Condensed Financial Statements.
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PART 1 ITEM 1 - FINANCIAL STATEMENTS
SECURITY BANC CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
September 30 September 30
2000 1999
---- ----
(IN THOUSANDS)
Cash Flows from Operating Activities:
Net Income $ 12,913 $ 12,682
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 872 832
(Gain)/Loss on sale of the following:
Investment Securities available for sale 0 (113)
Other Assets 14 (13)
Provision for loan losses 1,065 900
Amortization and accretion, net 69 (69)
Amortization and core deposit intangible 497 502
Change in other operating assets and liabilities, net (3,883) (11,507)
-------- --------
Total Adjustments (1,366) (9,468)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 11,547 $ 3,214
Cash Flows From Investing Activities:
Net (increase) decrease in interest bearing deposits with other banks (60) 1,140
Proceeds from maturities and sales of Investment securities
available for sale 9,130 20,536
Proceeds from maturities of Investments held to maturity 471 2,068
Purchase of:
Investment securities available for sale (2,302) (81,640)
Investment securities held to maturity (650) (1,425)
Increase in loans (30,280) (28,808)
Proceeds from sale of other assets 2,955 11,997
Capital expenditures (162) (544)
Purchase of Insurance Policies (7) (6)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (20,905) (76,682)
Cash Flows from Financing Activities:
Net increase (decrease) in demand deposits, NOW accounts and
savings accounts 9,575 (23,058)
Net increase (decrease) in certificates of deposit 18,066 (4,325)
Net (decrease) increase in short-term borrowed funds (6,967) 14,278
Net (decrease) increase in other borrowed money (15,000) 85,000
Net increase in treasury stock (7,155) (1,053)
Dividends paid (4,996) (4,749)
Proceeds from exercise of stock options 259 240
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES (6,218) 66,333
Net decrease in cash and cash equivalents (15,576) (7,135)
Cash and cash equivalents at beginning of year 60,226 55,402
-------- --------
Cash and cash equivalents at September 30 $ 44,650 $ 48,267
See Notes to Consolidated Financial Statements.
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SECURITY BANC CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (UNAUDITED)
Accumulated
Treasury Other
Common Retained Stock Comprehensive Comprehensive
(dollars in thousands, except per share amounts) Stock Surplus Earnings at Cost Income Income
====================================================================================================================================
BALANCE AT DECEMBER 31, 1998 $19,768 $22,084 $79,756 $(3,358) $ (121)
Net Income 12,682 12,682
Other comprehensive income:
Net unrealized (losses) on securities available for sale
net of income taxes of ($3,001) (5,574) (5,574)
Total comprehensive income 7,108
======
Cash dividends on common shares ($.39 per share) (4,749)
Exercise of stock options 31 209
Purchase of Treasury Stock (1,053)
====================================================================================================================================
BALANCE AT SEPTEMBER 30, 1999 19,799 22,293 87,689 (4,411) (5,695)
====================================================================================================================================
BALANCE AT DECEMBER 31, 1999 19,800 22,302 90,084 (5,921) (7,143)
Net Income 12,913 12,913
Other comprehensive income:
Net unrealized gains on securities available for sale
net of income taxes of $1,297 2,409 2,409
------
Total comprehensive income 15,322
======
Cash dividends on Common Shares ($.42 per share) (4,995)
Exercise of stock options 27 231
Purchase of treasury stock (7,155)
====================================================================================================================================
BALANCE AT SEPTEMBER 30, 2000 19,827 22,533 98,002 (13,076) (4,734)
====================================================================================================================================
See Notes to Consolidated Condensed Financial Statements.
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SECURITY BANC CORPORATION
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - Preparation
In the opinion of management, the accompanying unaudited financial statements
contain all adjustments consisting of normal re-occurring items necessary to
present fairly the financial condition of the company as of September 30, 2000
and the results of operations and cash flows for the nine month periods ended
September 30, 2000 and September 30, 1999.
NOTE B - TAXES
The effective tax rate of 33% is lower than the statutory 35% because of
investments made in tax exempt municipal securities. The subsidiaries of
Security Banc Corporation have approximately $26,520,000 invested in tax exempt
municipal securities.
NOTE C - EARNINGS PER COMMON SHARE
The computation of earnings per Common Share is as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT. 30 SEPT. 30 SEPT. 30 SEPT. 30
2000 1999 2000 1999
---- ---- ---- ----
EARNINGS APPLICABLE TO COMMON SHARE $ 4,326,000 $ 4,268,000 $12,913,000 $12,682,000
BASIC EARNINGS PER SHARE
Weighted Average Common Shares Outstanding 11,819,643 12,179,368 11,921,658 12,175,904
Earnings Applicable to Common Shares $ 4,326,000 $ 4,268,000 $12,913,000 $12,682,000
Basic Earnings per Share $ .37 $ .35 $ 1.08 $ 1.04
DILUTED EARNINGS PER SHARE
Weighted Average Common Shares Outstanding 11,819,643 12,179,368 11,921,658 12,175,904
Dilutive Common Stock Options 9,255 31,529 20,858 63,962
Weighted Average Common Shares and Common Shares Equivalent
Outstanding 11,828,898 12,210,897 11,942,516 12,239,866
Earnings Applicable to Common Shares $ 4,326,000 $ 4,268,000 $12,913,000 $12,682,000
Diluted Earnings per Share $ .37 $ .35 $ 1.08 $ 1.04
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SECURITY BANC CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Registrant's financial condition and results of
operations during the periods included in the consolidated financial statements
enclosed with this filing.
From time to time, the Corporation may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, new banking and financial service products and similar matters. The
Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. In order to comply with the terms of the safe
harbor, Corporation notes that a variety of factors could cause its actual
results and experiences to differ materially from the anticipated results or
other expectations expressed in its forward-looking statements. These risks and
uncertainties include, with limitation, changes in interest rates, developments
in the economies served by the Corporation, changes in anticipated credit
quality trends and changes in accounting, tax or regulatory practices or
requirements.
ECONOMIC OUTLOOK
During the third quarter, the economy began to show the affects of the Federal
Reserve's monetary policy over the last eighteen months. Since June of 1999, the
Fed has raised rates on five occasions in an attempt to slow economic growth.
Based on statistical data recently released, it appears the slowdown and soft
landing is occurring.
Two primary factors that have fueled the economy are consumer spending and
employment growth. Spending, while still growing, slowed to a more moderate
level over the summer months. Sales of vehicles and homes are on track for
increased growth but at a lower level than previously thought. The slowdown in
spending is tied not only to higher rates but also lenders' desire to tighten
credit standards. The use of credit has spurred the spending spree and debt
levels and debt service burdens are high, overall the consumers' ability to
borrow is shrinking. Employment growth is also moderating as businesses begin to
adjust their capacity to match the slowing economy and tight labor pool. Reduced
employment growth will also affect future consumer spending.
By all indications, the economy is still performing well. GDP through the second
quarter was up 5.6% on an annualized basis, third quarter results are expected
to be lower but still good. Core inflation remains in the 2.5% range but upward
pressure is building. Health care and energy costs are currently showing large
increases and are projected to continue upward into the foreseeable future.
Unemployment remains near 4% and should remain low even with less jobs being
created.
On a local level there appears to be a general softening in terms of sales and
narrowing of profit margins. Overall, the attitude remains positive and the
slowing economy is being taken in stride. The local labor pool continues to be
low in terms of qualified workers; however, the situation is being addressed
throughout the community.
RESULTS OF OPERATIONS
Net income was $12,913,000 for the first nine months of 2000 compared to
$12,682,000 for the same period of 1999. Basic earnings per share were $1.08 for
the first nine months, a 4% increase over last year's $1.04. Diluted earnings
per share were $1.08 for the first nine months, a 4% increase over last year's
$1.04.
Total assets were $986,529,000 at September 30, 2000 compared to 1999's assets
of $957,892,000. For the first nine months of 2000, return on average equity was
14.45% and return on average assets was 1.76%.
Interest and fees on loans increased to $43,765,000 for the nine months ended
September 30, 2000 compared to $40,490,000 for the nine months ending September
30, 1999. Average loans were $667,035,000 and $630,469,000 at September 30, 2000
and 1999 respectively, a 6% increase. Loans are up 1% from the previous quarter
but are up 4% for the year. The bulk of the growth remains in the business
portfolio, which is up $30 million since 12/31/99. Consumer loans are down
slightly and stand at $75 million, portfolio mix remains unchanged. The real
estate portfolio is relatively unchanged over the course of the year due to
reduced first mortgage lending, while home equity lines have rebounded.
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Income from securities increased to $10,035,000 from $9,835,000 for the nine
months ended September 30, 2000 and 1999 respectively. The average outstanding
for securities were $211,659,000 and $214,877,000 at September 30, 2000 and 1999
respectively, a 1% decrease.
Interest income from Fed Funds sold and other interest bearing assets increased
to $905,000 at September 30, 2000 compared to $803,000 for the nine months ended
September 30, 1999. The average outstanding for Fed Funds and interest bearing
deposits were $18,770,000 and $21,183,000 at September 30, 2000 and 1999
respectively, a 11% decrease.
Interest bearing liabilities average outstanding at September 30, 2000 were
$849,379,000 compared to $821,272,000 at September 30, 1999. Interest expense
increased to $23,438,000 at September 30, 2000 from $20,345,000 at September 30,
1999 a 15% increase.
Net interest income on a fully taxable equivalent basis for the first nine
months of 2000 was $31,798,000 compared to the $31,316,000 realized in the same
period of 1999. The net interest margin has decreased for the first nine months,
4.73% in 2000 compared to 4.82% in 1999. The rates on loans have increased to
8.77% from 8.59%, while the rates on interest bearing liabilities have increased
to 4.33% from 3.92% for 2000 and 1999 respectively.
Market value per share was $18.50 at September 30, 2000 as compared to $27.00 at
September 30, 1999. Book value per share was $10.39 at September 30, 2000 and
$9.85 at September 30, 1999. The Corporation purchased 66,200 shares of treasury
stock during the third quarter of 2000. The efficiency ratio was 45% and 45%
respectively for September 30, 2000 and September 30, 1999.
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PART 1 ITEM 2 (CONT'D.)
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
For Period Ending Sept. 30
2000 (000's) 1999
---- ----
Balance at beginning of period 6,964 6,883
Charge-offs:
Domestic:
Commercial, financial and agriculture (1,181) (489)
Real estate -- construction (0)
Real estate -- mortgage (105) (19)
Installment loans to individuals (513) (746)
Lease financing 0 0
------- -------
(1,799) (1,254)
Recoveries:
Domestic:
Commercial, financial and agriculture 38 30
Real estate -- construction 0
Real estate -- mortgage 6 7
Installment loans to individuals 188 226
Lease financing 0 0
------- -------
232 263
Net charge-offs (1,567) (991)
Other adjustments 0 37
Additions charged to operations 1,065 900
------- -------
Balance at end of period $ 6,462 $ 6,829
Ratio of net charge-offs during the period of average loans
outstanding during the period (.23%) (.16%)
According to FASB No. 114, the allowance for credit losses related to loans that
are identified for evaluation in accordance with Statement 114 is based on
discounted cash flows using the loan's initial effective interest rate or the
fair value of the collateral for certain collateral dependent loans. The
following table presents data concerning loans at risk at the end of each
period. (000s).
Sept. 30, December 31
--------- ---------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Non-accrual loans $4,066 $2,162 $2,154 $3,417 $4,123
Accruing loans past due
90 days or more 2,774 2,554 1,371 1,537 1,709
Restructured loans 621 311 322 333 0
Other real estate owned 1,583 1,928 1,531 258 256
Total other operating income was $6,485,000 and $6,097,000 during the first nine
months of 2000 and 1999 respectively. Trust income increased 9%. There was a 1%
decrease in service charges on deposits, and a 13% increase in other charges,
rents and fees. Total securities gains for the first nine months of 2000 were
$0. Total securities gains for the same period of 1999 were $114,000 or $74,000
after tax.
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PART 1 ITEM 2 - CONTINUED
SECURITY BANC CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Total operating expenses increased $191,000 during the first nine months, 1%
over the similar period of 1999. Salaries, wages and employee benefits increased
1% over 1999. Equipment and net occupancy expenses during the first nine months
were $1,967,000 and $2,012,000 for 2000 and 1999 respectively, which reflects a
2% decrease. Other operating expenses increased $165,000 compared to 1999.
The Corporation continues to look for opportunities to maximize Other Income and
reduce Other Expense, thus enhancing the efficiency ratio.
CAPITAL RESOURCES
The table below illustrates the Company's subsidiary banks regulatory
capital ratios at September 30, 2000.
Tier 1 Capital $116,467
Tier 2 Capital 6,462
--------
TOTAL QUALIFYING CAPITAL $122,929
--------
Risk Adjusted Total Assets (including off balance exposures) $671,003
========
Tier 1 Risk-Based Capital Ratio 17.36%
Total Risk-Based Capital Ratio 18.32%
Tier 1 Leverage Ratio 11.87%
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PART 1 ITEM 2 - CONTINUED
INTEREST RATE RISK
INTEREST RATE RISK MANAGEMENT
The Corporation seeks to achieve consistent growth in net interest income and
net income while managing volatility arising from shifts in interest rates.
Interest rate risk management is a dynamic process, encompassing both the
business flows onto the balance sheet and the changing market and business
environment. Interest rate risk by definition is the risk of decreased net
interest income whenever there are movements in market interest rates. Effective
management of interest rate risk begins with loans, investments, and funding
sources.
Measurement and monitoring of interest rate risk is an ongoing process. A key
element in this process is the Corporation's estimation of the amount that net
interest income will change over a twelve to twenty-four month period given a
directional shift in interest rates. The income simulation model used by the
Corporation captures all assets and liabilities, accounting for significant
variables, which are believed to be affected by interest rates. These include
prepayment speeds on real estate mortgages and consumer installment loans,
principal amortization and maturities on other financial instruments. The model
captures interest rate caps/floors or call options, and accounts for changes in
rate relationships, as various rate indices lead or lag changes in market rates.
While these assumptions are inherently uncertain, management utilizes
probabilities and, therefore, believes that the model provides an accurate
estimate of the interest rate risk exposure.
The results of the Corporation's most recent interest sensitivity analysis
indicated that net interest income would be relatively unchanged by a 200 basis
points increase or decrease in rate (assuming the change occurs evenly over the
next year and that corresponding changes in other market rates occur as
forecasted). A positive cumulative gap indicates interest sensitive assets are
maturing at a faster rate than interest sensitive liabilities, therefore, in an
increasing interest rate environment, the net interest income should increase.
Whereas, a negative cumulative gap indicates interest sensitive liabilities are
maturing at a faster rate than interest sensitive assets, therefore, in an
increasing interest rate environment, the net interest income should decrease.
The table discloses the cumulative gap at the twelve month interval for the
Corporation.
- --------------------------------------------------------------------------------
CUMULATIVE GAP CUMULATIVE GAP
000'S TO TOTAL ASSETS
- --------------------------------------------------------------------------------
Security Banc Corporation $(3,276) (.33%)
- --------------------------------------------------------------------------------
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SECURITY BANC CORPORATION
PART II - OTHER INFORMATION
ITEM 1 Legal Proceedings Inapplicable
ITEM 2 Changes in Securities Inapplicable
ITEM 3 Defaults upon Senior Securities Inapplicable
ITEM 4 Submission of Matters to a Vote Inapplicable
of Security Holders
ITEM 5 Other Information Inapplicable
ITEM 6 Exhibits and Reports on Form 8-K
Financial Data Schedule as required under Article 9 of Regulation S-X
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SECURITY BANC CORPORATION
SIGNATURE
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.
SECURITY BANC CORPORATION
By /s/ Thomas L. Miller
-----------------------------
Thomas L. Miller
Vice President/Controller
By /s/ J. William Stapleton
-----------------------------
J. William Stapleton
Executive Vice President/CFO
November 13, 2000
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