1 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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, without 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. In the following pages, the analysis of the financial condition and results of operations in 1997 compared to prior years is discussed by Management. The data presented in this discussion should be read in conjunction with the 1997 audited financial statements of the report. Management is committed to the improvement of return on average assets, return on average equity and the efficiency ratio. 1997 brought about many changes which will allow management to continue to achieve above-average ratios for the industry. 1997 represented the first full year with the three (3) affiliates together as a Corporation. The Corporation is finding that with three (3) affiliates, many opportunities exist to reduce cost. The Corporation's new affiliates, Third Savings and Loan and Citizens National Bank converted data processing systems in February 1997 and May 1997. It is anticipated in the near future that these conversions will improve customer service while decreasing overall corporate costs for data processing. Also for 1997, the Corporation acquired software for Product Profitability which in the near future will assist us in the types of products and the cost of those products that are provided to our customers. It is the intention of the Corporation to provide these costs obtained from the Product Profitability Software with the Marketing Central Information System which was acquired in 1996. These two systems will provide better product offerings to our customers and in turn allow the Corporation to have a full understanding of the actual cost to offer and service a product. Security Banc Corporation continues to perform very well when compared to our banking peers. 2 RESULTS OF OPERATIONS SUMMARY Net income advanced in 1997 to $14,488,000. Net income has steadily increased in each of the previous five (5) years. Net income in 1997 was $14,488,000 compared to net income in 1996 of $13,387,000 and in 1995 of $12,707,000. Net income for 1997 increased $1,101,000 or eight percent (8%) over 1996. Basic Earnings per share was $2.39 in 1997, $2.22 in 1996, and $2.11 in 1995, whereas Diluted Earnings per share was $2.38, $2.21, and $2.10, respectively. Total assets grew three percent (3%) in 1997 to $839,605,000. Security Banc Corporation continued its record performance with a 1997 return on average assets of one point seventy-five percent (1.75%) and a return on average shareholder equity of thirteen point ninety-two percent (13.92%). The Corporation has continued to increase cash dividends paid to our shareholders. Cash dividends paid in 1997 were $.89 per share, compared to $.81 per share in 1996. Market price per share at December 31, 1997 was $54.50 compared to $38.00 at December 31, 1996. Financial summary (Table 1) recaps these measures. Table 1: Financial Summary Five Years Ended December 31 (000's, except per share and ratio data) 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- Interest and Fee Income ...................... $ 62,778 $ 51,891 $ 49,706 $ 44,288 $ 43,142 Interest Expense ............................. 24,903 19,311 18,003 14,540 15,646 -------- -------- -------- -------- -------- Net Interest Income .......................... 37,875 32,580 31,703 29,748 27,496 Provision for Loan Losses .................... 1,300 1,875 950 844 1,050 Investment Securities Gains .................. 217 362 10 316 717 All Other Operating Income ................... 6,887 5,531 5,200 5,039 4,437 Operating Expense ............................ 22,729 18,021 18,079 17,880 17,130 -------- -------- -------- -------- -------- Income Before Income Taxes ................... 20,950 18,577 17,884 16,379 14,470 Provision for Income Tax ..................... 6,462 5,190 5,177 4,603 3,605 -------- -------- -------- -------- -------- Net Income ................................... $ 14,488 $ 13,387 $ 12,707 $ 11,776 $ 10,865 Per Share Basic Earnings ............................... $ 2.39 $ 2.22 $ 2.11 $ 1.96 $ 1.82 Diluted Earnings ............................. $ 2.38 $ 2.21 $ 2.10 $ 1.95 $ 1.80 Cash Dividends Declared and Paid ............. $ 0.89 $ .81 $ 0.73 $ 0.66 $ 0.60 Year-end Book Value .......................... $ 17.93 $ 16.66 $ 15.00 $ 13.23 $ 12.10 Year-end Market Price ........................ $ 54.50 $ 38.00 $ 28.50 $ 24.00 $ 22.00 Selected Year-ended Information Total Assets ................................. $839,605 $816,334 $676,106 $647,712 $631,776 Investment Securities ........................ 149,179 190,983 183,861 198,037 218,843 Loans, Net ................................... 555,751 533,941 391,234 389,897 345,061 Deposits ..................................... 677,391 667,035 555,844 535,898 533,140 Non-interest-Bearing Demand Deposits ......... 119,373 107,913 112,002 101,959 95,337 Interest-Bearing Demand Deposits ............. 129,351 122,996 97,422 102,171 111,929 Time Deposits ................................ 277,548 281,973 219,057 191,164 165,966 Savings ...................................... 151,119 154,153 127,363 140,604 159,908 Shareholder's Equity ......................... 108,736 100,794 90,237 79,502 72,306 Cash Dividends Paid .......................... 5,394 4,545 3,740 3,376 3,321 Net Income ................................... $ 14,488 $ 13,387 $ 12,707 $ 11,776 $ 10,865 Weighted Average Common Shares Outstanding ... 6,059 6,029 6,013 5,997 5,964 Ratios Return on Average Assets ..................... 1.75% 1.92% 1.95% 1.85% 1.76% Return on Average Equity ..................... 13.92% 14.18% 14.91% 15.30% 15.93% Total Capital to Total Risk-Based Assets .... 20.04% 19.74% 20.98% 20.91% 21.33% Net Interest Margin (Tax Equivalent Basis) ... 5.07% 5.21% 5.46% 5.29% 5.07% 3 NET INTEREST INCOME A major share of the Corporation's income results from the spread between income on interest earning assets, such as loans and securities, and the interest expense on liabilities used to fund those assets. The difference between interest earned and interest expensed is referred to as net interest income in the Consolidated Statement of Income. Net interest income is affected by changes in both interest rates and the amount of interest earning assets and interest bearing liabilities outstanding. Net interest margin on interest earning assets is the amount earned on assets, on a taxable equivalent basis, divided by the average earning assets outstanding. Table II, entitled Average Balance Sheets and Analysis of Net Interest Income, compares the changes in revenue and interest earning assets outstanding, and interest cost and liabilities outstanding for the years ended December 31, 1997, 1996, and 1995. The Corporation's net interest income on a taxable equivalent basis was $38,730,000, $33,920,000 and $33,280,000 in 1997, 1996, and 1995, respectively. Total average earning assets increased to $763,438,000 in 1997, compared to $650,922,000 in 1996 and $609,859,000 in 1995. Earning assets are total loans, total securities, interest bearing deposits with other banks and federal funds sold. Average total loans increased $124,688,000 to $549,932,000. Average securities, interest bearing deposits with other banks, and federal funds sold decreased a combined total of $12,172,000. Total average interest bearing liabilities increased $111,552,000 to $606,632,000 in 1997. Average time deposits increased $47,101,000. Average purchased funds increased $7,103,000. Average NOW, Money Fund and savings increased $2,943,000, $33,630,000 and $20,775,000, respectively. Average earning assets of $763,438,000 in 1997 contributed a tax equivalent interest income of $63,633,000 with a yield of eight point thirty-four percent (8.34%). Average earning assets for 1996 contributed a tax equivalent interest yield of eight point eighteen percent (8.18%). Principally the increased yield on average earning assets was attributed to increased rates in commercial and real estate loans, as well as increased yields in the investment portfolio. Average interest bearing liabilities of $606,632,000 in 1997 contributed interest expense of $24,903,000 with an average rate of 4.11% compared to the prior year of 3.90%. Money fund rates attributed to the large percent of increase. Generally, these rates for the money fund portfolio increased from 2.85% to 4.25%. This increase was attributed to the new non-personal money fund established in 1997 which was designed to attract additional deposit dollars for the Corporation. Average rates on CDs greater than $100,000 increased from 5.09% to 5.43% while CDs less than $100,000 decreased 5.49% to 5.42%. Table III, entitled Analysis of Net Interest Income Changes, translates the dollar changes in taxable equivalent net interest margin into (1) changes due to volume or (2) changes due to average yields on interest earning assets and average rates for sources of funds on which interest expense is incurred. Net interest income increased on a tax equivalent basis from $33,920,000 to $38,730,000 or an increase of $4,810,000. The majority of this increase was largely due to an increase in volume when compared to 1996. The increase in volume of average earning assets from $650,922,000 to $763,438,000 when coupled with the general interest rates from 8.18% to 8.34% increased total interest income by $10,402,000 to $63,633,000. Rates for interest expense increased from 3.90% to 4.11% and when coupled with the increased volume of interest bearing liabilities from $495,080,000 to $606,632,000, this increased total interest expense for the Corporation by $5,592,000 to $24,903,000. Comparing current year volumes and rates with previous year volume and rates, the Corporation experienced an increase in net interest income of $4,810,000. OTHER OPERATING INCOME Other operating income is comprised of trust income, service charges on deposit accounts, security gains, and other items of income not directly resulting from interest earning assets. These items comprise safe deposit box fees, exchange and collection fees, investor service fees, gain (loss) on the sale of loans and miscellaneous other income. Total other operating income for the Corporation is $7,104,000 for 1997 compared to $5,893,000 for 1996. Trust income increased $100,000 to $1,616,000. Services charges on deposit accounts increased to $2,958,000 from $2,660,000 while other income increased to $2,213,000 from $1,355,000. The Corporation realizes the importance of increasing other operating income which will compliment the improvement of the overall efficiency ratio. As discussed earlier, it's important for the Corporation to continue to work on improving its efficiency ratio which will lead to the improved ratio for return on average assets and return on average equity. Graph -- Net Income Thousands 1997 1996 1995 1194 1993 $14,488 $13,387 $12,707 $11,776 $10,865 Graph -- Return on Average Assets 1997 1996 1995 1994 1993 1.75% 1.92% 1.95% 1.85% 1.76% 4 MANAGEMENT'S DISCUSSION AND ANALYSIS STATISTICAL INFORMATION Table II: Average Balance Sheets and Analysis of Net Interest Income for the Years Ended December 31. (Tax equivalent basis) 1997 1996 1995 ---- ---- ---- (000's) Balance Interest Yield Balance Interest Yield Balance Interest Yield ASSETS Earning Assets Loans (1) Commercial 2) .................. $234,195 $21,422 9.15% $182,300 $16,484 9.04% $169,170 $15,789 9.33% Real Estate 3) ................. 214,612 18,329 8.54% 146,063 12,169 8.33% 128,691 10,790 8.38% Consumer 3) .................... 101,125 10,533 10.42% 96,881 10,329 10.66% 99,644 10,274 10.31% -------- ------- ----- -------- ------- ----- -------- ------- ----- Total Loans ........................... 549,932 50,284 9.14% 425,244 38,982 9.17% 397,505 36,853 9.27% Investment Securities Taxable .......................... 160,144 9,350 5.84% 164,548 9,003 5.47% 150,343 8,721 5.80% Tax-exempt ....................... 19,056 2,109 11.07% 29,311 3,529 12.04% 34,460 4,103 11.91% -------- ------- ----- -------- ------- ----- -------- ------- ----- Total securities ................. 179,200 11,459 6.39% 193,859 12,532 6.46% 184,803 12,824 6.94% Federal funds sold and interest- bearing deposits with other banks ............................ 34,306 1,890 5.51% 31,819 1,717 5.40% 27,551 1,606 5.83% -------- ------- ----- -------- ------- ----- -------- ------- ----- Total earning assets ............... 763,438 63,633 8.34% 650,922 53,231 8.18% 609,859 51,283 8.41% Nonearning assets Allowance for loan losses ........ (6,712) (5,771) (5,383) Cash and due from banks .......... 29,297 27,223 25,676 Premises, equipment and other assets ................. 43,282 25,880 22,150 -------- -------- -------- Total assets ....................... $829,305 $698,254 $652,302 ======== ======== ======== LIABILITIES Interest-bearing liabilities Deposits NOW ............................ $ 76,854 $ 1,425 1.85% $ 73,911 $ 1,437 1.94% $ 71,768 $ 1,428 1.99% Money Fund ..................... 59,874 2,545 4.25% 26,244 748 2.85% 24,893 622 2.50% Savings ........................ 153,544 3,956 2.58% 132,769 3,322 2.50% 132,402 3,419 2.58% Time Deposits CD's > 100,000 ................... 40,772 2,214 5.43% 42,953 2,187 5.09% 31,619 1,703 5.39% CD's < 100,000 ................... 235,298 12,763 5.42% 186,016 10,206 5.49% 175,559 9,450 5.38% -------- ------- ----- -------- ------- ----- -------- ------- ----- Total interest-bearing deposits .. 566,342 2,903 4.04% 461,893 17,900 3.88% 436,241 16,622 3.81% Purchased funds Federal funds purchased and securities sold under agreements to repurchase ......... 40,290 2,000 4.96% 33,187 1,411 4.25% 27,996 1,381 4.93% -------- ------- ----- -------- ------- ----- -------- ------- ----- Total interest-bearing liabilities ...................... 606,632 24,903 4.11% 495,080 19,311 3.90% 464,237 18,003 3.88% Non-interest-bearing demand deposits ......................... 111,391 103,989 99,162 Other liabilities .................. 7,222 4,807 3,676 Shareholder's equity ............... 104,060 94,378 85,227 -------- -------- -------- Total liabilities and Shareholders' equity .............................. $829,305 $698,254 $652,302 ======== ======== ======== Net interest income and ............... 38,730 33,920 33,280 Interest rate spread ............... 4.23% 4.28% 4.53% ----- ----- ----- Net interest margin (tax equivalent basis) ........... 5.07% 5.21% 5.46% ----- ----- ----- Footnote: 1) Nonaccrual loans are included in average loan balances and loan fees are included in interest income. 2) Interest income on tax-exempt investments and on certain tax-exempt commercial loans has been adjusted to a taxable equivalent basis using a marginal federal income tax rate of thirty-five percent (35%). 3) For Management Discussion and Analysis, a portion of home equity loan averages are included in the consumer loan portfolio as opposed to the real estate loan portfolio. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS STATISTICAL INFORMATION Table III: Analysis of Net Interest Income Changes (Tax equivalent basis) 1997 Compared to 1996 1996 Compared to 1995 --------------------- --------------------- Yield/ Yield/ (000's) Volume Rate Mix Total Volume Rate Mix Total Increase (Decrease) in Interest Income Loans Commercial ..................... $ 4,693 $ 191 $ 54 $ 4,938 $1,225 $(492) $ (38) $ 695 Real Estate .................... 5,711 306 143 6,160 1,456 (68) (9) 1,379 Consumer ....................... 452 (238) (10) 204 (285) 350 (10) 55 ------- ----- ----- ------- ------ ----- ----- ------ Total Loans ....................... 10,856 259 187 11,302 2,396 (210) (57) 2,129 Investment Securities Taxable ........................ (241) 604 (16) 347 824 (495) (47) 282 Tax-exempt ..................... (1,235) (285) 100 (1,420) (613) 46 (7) (574) ------- ----- ----- ------- ------ ----- ----- ------ Total securities .................. (1,476) 319 84 (1,073) 211 (449) (54) (292) Federal funds sold and interest- bearing deposits with other banks ........................ 134 36 3 173 248 (119) (18) 111 ------- ----- ----- ------- ------ ----- ----- ------ Total Interest Income Change ........... 9,514 614 274 10,402 2,855 (778) (129) 1,948 Increase (Decrease) in interest expense Interest-bearing liabilities NOW ............................ 58 (67) (3) (12) 43 (33) (1) 9 Money Fund ..................... 958 368 471 1,797 34 87 5 126 Savings ........................ 520 99 15 634 9 (106) 0 (97) Time Deposits CD's > 100,000 ................. (111) 145 (7) 27 610 (93) (33) 484 CD's < 100,000 ................. 2,704 (116) (31) 2,557 563 182 11 756 ------- ----- ----- ------- ------ ----- ----- ------ Total interest-bearing deposits ........ 4,129 429 445 5,003 1,259 37 (18) 1,278 Federal Funds purchased and securities sold under agreements to repurchase .................. 302 236 51 589 256 (191) (35) 30 ------- ----- ----- ------- ------ ----- ----- ------ Total Interest Expense Change .......... 4,431 665 496 5,592 1,515 (154) (53) 1,308 Increase (decrease) in net interest Income on a Taxable Equivalent Basis .......................... $ 5,083 $ (51) $(222) $ 4,810 $1,340 $(624) $ (76) $ 640 Decrease in Taxable Equivalent Basis .......................... 485 237 ------- ------ Net Interest Income Change ..... $ 5,295 $ 877 OPERATING EXPENSES The Corporation recognizes the importance of a low efficiency ratio. Low efficiency ratios indicate the success of the Corporation in controlling operating expenses; such as salaries, equipment expenses, and other operating expenses. These expenses are generally measured using the term "Efficiency Ratio" which is operating expenses divided by the sum of net interest income plus other operating income. The Corporation's efficiency ratio as of December 31, 1997 was 49%. This indicates that it costs the Corporation 49 cents for each dollar of revenue earned before taxes. Historically, prior to the acquisition of two additional affiliates, the efficiency ratio was 42%. As the Corporation continues to improve its measure of cost control, this ratio will continue to decrease. This is evident in the first full year of consolidation being that the first three months of 1997, the efficiency ratio was 50% as compared to the last three months of 1997 when the efficiency ratio was recorded at 47%, thereby lowering the overall yearly efficiency ratio to 49%. The efficiency ratios for Security National, Citizens National, and Third Savings and Loan were 45%, 60% and 51%, respectively. Overall employment was 341 employees with total salary and benefits of $11,005,000. Equipment and occupancy for 24 banking offices totaled $2,785,000 while other operating expenses was $8,187,000. Other operating expenses include items such as marketing, community donations, stationery and supplies, postage, and data processing services. Amortization of intangibles increased to $752,000 as a result of the Corporation's acquisition of the Third Financial Corporation. Operating expenses for 1996 reflect only two months of expenses for Third Savings and Loan. This was due to the Corporation using the purchase method of accounting in the acquisition of Third Financial Corporation. Whereas 1997 reflects a full 12 months of expenses for Third Savings and Loan. LOANS Total average commercial loans increased twenty-eight point five percent (28.50%) to $234,195,000 in 1997 yielding an average rate of nine point fifteen percent (9.15%). Average real estate loans increased forty-six point nine percent (46.90%) to $214,612,000, yielding an average rate of eight point fifty-four percent (8.54%). Average consumer loans increased four point four percent (4.40%) to $101,125,000, yielding an average rate of ten point forty-two percent (10.42%). Under-performing assets consist of (1) non-accrual loans on which the ultimate collectibility of the full amount of interest is uncertain but the principal is currently considered fully collectible; (2) loans past due ninety (90) days or more as to principal or interest; and (3) other real estate owned. Under-performing assets as of December 31, 1997, were $5,212,000. The Corporation provides, as expense, an amount which reflects expected loan losses. This provision is based on the growth of the loan portfolio, local economic conditions, and on recent loan loss experience and is called the provision for loan losses in the Consolidated Statement of Income. Actual losses on loans are charged against the reserve built up on the Consolidated Statement of Condition through the allowance for loan losses. The amount of loans actually removed as assets from the Consolidated Statement of Condition is referred to as charge-offs. Netting out recoveries on previously charged-off assets with current year charge-offs provides net charge-offs. Net charge-offs in 1997 increased to $1,873,000 from $1,669,000 in 1996. The provision for loan losses was $1,300,000 in 1997 and $1,875,000 in 1996. The allowance for loan losses at December 31, 1997, was equivalent to one point eleven percent (1.11%) of loans outstanding. The following table presents loan loss data for the most recent five (5) year period. 6 RESERVE FOR LOAN LOSSES FIVE YEAR HISTORY (000's) 1997 1996 1995 1994 1993 Balance at Jan. 1 $ 6,827 $ 5,336 $ 5,101 $ 4,364 $ 4,310 Acquired allowance 0 1,285 0 0 4 Provision for loan losses 1,300 1,875 950 844 1,050 Loans charged off (2,188) (1,963) (1,077) (732) (1,419) Recoveries of loans previously charged off 315 294 362 625 419 -------- -------- -------- -------- -------- Balance at Dec. 31 $ 6,254 $ 6,827 $ 5,336 $ 5,101 $ 4,364 Loans outstanding at Dec. 31 $562,005 $540,768 $396,570 $394,998 $349,425 Reserve as a percent of loans 1.11% 1.26% 1.35% 1.29% 1.25% Net loan losses to average loans 0.34% 0.39% 0.18% 0.03% 0.30% INTEREST RATE AND LIQUIDITY MANAGEMENT INTEREST RATE RISK MANAGEMENT The Company seeks to achieve consistent growth in net interest income and net income while managing volatility arising from shifts in interest rates. The Asset and Liability Management Committee (ALCO) oversees financial risk management, establishing broad policies and specific operating limits that govern a variety of financial risks inherent in the Company's operations, including interest rate, liquidity, and market risks. Balance sheet strategies are reviewed and monitored regularly by ALCO to ensure consistency with approved risk tolerances. 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 investments and funding sources. Measurement and monitoring of interest rate risk is an ongoing process. A key element in this process is the Company'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 Company 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 embedded options, e.g. 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. Management reporting of this information is shared with the Board of Directors. At December 31, 1997, the results of the Company's interest sensitivity analysis indicated that net interest income would be relatively unchanged by a 100 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). Net interest income would be expected to decrease 2.1% if rates were to fall 200 basis. LIQUIDITY MANAGEMENT Liquidity Management is also a significant responsibility of ALCO. The objective of ALCO in this regard is to maintain an optimum balance of maturities among assets and liabilities such that sufficient cash, or access to cash, is available at all times to meet the needs of borrowers, depositors, and creditors, as well as to fund corporate expansion and other activities without incurring unacceptable losses. A chief source of liquidity is derived from the retail deposit base accessible by its network of branches. While liability sources are many, significant liquidity is available from the Company's investment and loan portfolios. ALCO regularly monitors the overall liquidity position of the business and ensures that various alternative strategies exist to cover unanticipated events. At December 31, 1997, sufficient liquidity was available to meet estimated short-term and long-term funding needs. 7 MARKET INFORMATION Security Banc Corporation stock (symbol STYB) is traded in the over-the-counter market. The following table sets forth the sales prices for the common stock during the periods indicated. 1997 1996 ---- ---- Quarter Ended High Bid Low Bid High Bid Low Bid March 31 ...... $43.50 $38.00 $31.00 $28.50 June 30 ....... $46.00 $43.50 $35.00 $31.00 September 30 .. $50.50 $46.00 $36.50 $35.00 December 31 ... $54.50 $50.50 $38.00 $36.50 As of December 31, 1997, the Corporation had 1,680 shareholder accounts of record. Cash dividends paid per share were $.89. QUARTERLY INFORMATION First Second Third Fourth (000's) except per share data Quarter Quarter Quarter Quarter 1997 - ---- Interest and fee income ...... $15,063 $15,927 $15,830 $15,958 Interest expense ............. 6,095 6,398 6,235 6,175 ------- ------- ------- ------- Net interest income .......... 8,968 9,529 9,595 9,783 Provision for loan losses .... 200 200 700 200 Investment securities gains (losses) ............. 56 50 108 4 All other income ............. 1,583 1,511 1,872 1,921 Operating expense ............ 5,537 5,677 5,827 5,688 ------- ------- ------- ------- Income before income taxes ... 4,870 5,213 5,048 5,820 Provision for income tax ..... 1,486 1,597 1,554 1,825 ------- ------- ------- ------- Net income ................... 3,384 3,616 3,494 3,995 Per Share Basic Earnings Per Share ..... 0.56 0.59 0.58 0.66 Diluted Earnings Per Share ... 0.56 0.59 0.58 0.65 Cash Dividends Paid .......... 0.21 0.21 0.21 0.26 Market Price ................. 43.50 46.00 50.50 54.50 1996 - ---- Interest and fee income ...... $12,286 $12,485 $12,522 $14,598 Interest expense ............. 4,607 4,575 4,539 5,590 ------- ------- ------- ------- Net interest income .......... 7,679 7,910 7,983 9,008 Provision for loan losses .... 237 238 700 700 Investment securities gains (losses) ............. 358 0 5 (1) All other income ............. 1,351 1,317 1,339 1,524 Operating expense ............ 4,546 4,239 4,429 4,807 ------- ------- ------- ------- Income before income taxes ... 4,605 4,750 4,198 5,024 Provision for income tax ..... 1,333 1,383 1,025 1,449 ------- ------- ------- ------- Net Income ................... 3,272 3,367 3,173 3,575 Per Share Basic Earnings Per Share ..... 0.54 0.56 0.53 0.59 Diluted Earnings Per Share ... 0.54 0.56 0.52 0.59 Cash Dividends Paid .......... 0.19 0.19 0.19 0.24 Market Price ................. 31.00 35.00 36.50 38.00 TOTAL CAPITAL (BAR GRAPH) (See Annual Report) (Thousands) 1997 1996 1995 1994 1993 $108,736 $100,794 $90,237 $79,502 $72,306 8 YEAR 2000 ISSUE The Company is aware of the issues associated with the programming code in existing computer systems as the millenium (year 2000) approaches. The "year 2000" problem is pervasive and complex as virtually every computer operation will be affected in some way by the rollover of the two-digit year value to 00. The issue is whether computer systems will properly recognize date-sensitive information when the year changes to 2000. Systems that do not properly recognize such information could generate erroneous data or cause a system to fail. The Company is utilizing both internal and external resources to identify, correct or reprogram, and test the system for the year 2000 compliance. Management has initiated a "Year 2000 Committee" to prepare the Company's computer systems and applications for the year 2000. It is anticipated that all efforts will be complete by March 31, 1999 allowing adequate time for testing. To date, confirmations have been received from the Company's primary processing vendors that plans are being developed to address processing of transactions in the year 2000. Management does not expect the year 2000 compliance expenses to be material to the Company's future earnings. The Company expects its year 2000 date conversion project to be completed on a timely basis. 9 Report of Independent Auditors Board of Directors Security Banc Corporation We have audited the accompanying consolidated statement of condition of Security Banc Corporation and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, shareholder's equity, and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of Security Banc Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Security Banc Corporation and its subsidiaries at December 31, 1997 and 1996, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP Columbus, Ohio January 12, 1998 10 CONSOLIDATED STATEMENT OF CONDITION AS OF DECEMBER 31, 1997 AND 1996 (000's) 1997 1996 -------- -------- ASSETS Cash and due from banks ................................... $ 33,043 $ 36,527 Federal funds sold ........................................ 52,655 13,300 -------- -------- Total cash and cash equivalents ..................... 85,698 49,827 Interest-bearing deposits with other banks ................ 2,700 1,500 Investments (Market value $149,531 in 1997) ............. 149,179 190,983 (Market value $191,970 in 1996) LOANS: Commercial and agriculture ............................. 252,053 212,046 Real Estate ............................................ 225,791 234,935 Consumer ............................................... 84,161 93,787 -------- -------- Total Loans ...................................... 562,005 540,768 Less allowance for loan losses ................... 6,254 6,827 -------- -------- Net Loans ..................................... 555,751 533,941 Premises and equipment .................................... 8,658 8,431 Other Assets .............................................. 37,619 31,652 -------- -------- TOTAL ASSETS .............................................. $839,605 $816,334 ======== ======== LIABILITIES Non-interest-bearing deposits ........................... $119,373 $107,913 Interest-bearing demand deposits ........................ 129,351 122,996 Savings deposits ........................................ 151,119 154,153 Time deposits, $100,000 and over ........................ 41,745 54,219 Other time deposits ..................................... 235,803 227,754 -------- -------- Total Deposits .......................................... 677,391 667,035 Federal funds purchased and securities sold under agreement to repurchase .................. 30,746 30,783 Federal Home Loan Bank term advances .................... 16,333 12,974 Other liabilities ....................................... 6,399 4,748 -------- -------- TOTAL LIABILITIES ....................................... 730,869 715,540 SHAREHOLDERS' EQUITY Common Stock ($3.125 Par Value) ......................... 19,707 19,658 authorized 11,000,000 shares issued 6,306,186 shares, 1997 issued 6,290,617 shares, 1996 Surplus ................................................. 21,831 21,670 Retained Earnings ....................................... 70,149 62,557 Unrealized gains on securities available for sale........ 242 102 Less: Treasury Stock ................................. 3,193 3,193 240,600 shares TOTAL SHAREHOLDERS' EQUITY ................................... 108,736 100,794 -------- -------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ................... $839,605 $816,334 ======== ======== See Notes to Consolidated Financial Statements. 11 CONSOLIDATED STATEMENT OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 (000's) 1997 1996 1995 ---- ---- ---- INTEREST AND FEE INCOME Loans ................................................ $ 50,168 $ 38,877 $ 36,712 Interest-bearing deposits with other banks ........... 182 110 42 Federal funds sold ................................... 1,707 1,607 1,564 Investments-taxable .................................. 9,350 9,003 8,721 Investments-tax exempt ............................... 1,371 2,294 2,667 ---------- ---------- ---------- Total Interest and Fee Income ................... 62,778 51,891 49,706 INTEREST EXPENSE Deposits of $100,000 and over ........................ 2,214 2,187 1,703 Other Deposits ....................................... 20,689 15,713 14,919 Federal funds purchased and securities sold under agreement to repurchase .............. 1,944 1,356 1,317 Demand notes to U. S. Treasury ....................... 56 55 64 ---------- ---------- ---------- Total Interest Expense .......................... 24,903 19,311 18,003 ---------- ---------- ---------- NET INTEREST INCOME ....................................... 37,875 32,580 31,703 Provision for loan losses ............................ 1,300 1,875 950 ---------- ---------- ---------- Net interest income after provision for loan losses .. 36,575 30,705 30,753 OTHER OPERATING INCOME Trust income ......................................... 1,616 1,516 1,464 Service charges on deposit accounts .................. 2,958 2,660 2,598 Securities gains ..................................... 217 362 10 Other income ......................................... 2,313 1,355 1,138 ---------- ---------- ---------- Total Other Operating Income .................... 7,104 5,893 5,210 OPERATING EXPENSE Salaries and employee benefits ....................... 11,005 9,224 9,191 Equipment and occupancy, net ......................... 2,785 2,354 2,206 Amortization of intangibles .......................... 752 53 71 Other operating expense .............................. 8,187 6,390 6,611 ---------- ---------- ---------- Total Operating Expense ......................... 22,729 18,021 18,079 ---------- ---------- ---------- INCOME BEFORE INCOME TAXES ................................ 20,950 18,577 17,884 Provision for income tax ............................. 6,462 5,190 5,177 ---------- ---------- ---------- NET INCOME ...................................... $ 14,488 $ 13,387 $ 12,707 ========== ========== ========== PER SHARE DATA (WHOLE DOLLARS) Basic earnings ....................................... $ 2.39 $ 2.22 $ 2.11 Diluted earnings ..................................... $ 2.38 $ 2.21 $ 2.10 Cash dividends ....................................... $ 0.89 $ 0.81 $ 0.73 Weighted average shares outstanding ....................... 6,058,763 6,028,847 6,012,829 See Notes to Consolidated Financial Statements. 12 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 (000'S) Unrealized Common Retained gains and Treasury Stock Surplus Earnings (losses) Stock Total ----- ------- -------- -------- ---- ----- Balance at January 1, 1995 ...................... $18,619 $20,598 $44,981 $(1,503) $(3,193) $ 79,502 Net income ................................. 0 0 12,707 0 0 12,707 Cash dividends ............................. 0 0 (3,727) 0 0 (3,727) Exercise of stock options .................. 17 41 0 0 0 58 Purchase of treasury stock ................. 0 0 0 0 (281) (281) Sale of treasury stock ..................... 0 0 0 0 187 187 Stock dividends ............................ 37 298 (335) 0 0 0 Cash paid in lieu of fractional shares 0 0 (13) 0 0 (13) Change in unrealized gains and (losses), net of income taxes of $971 ............ 0 0 0 1,804 0 1,804 ------- ------- ------- ------- ------- -------- Balance at December 31, 1995 .................... $18,673 $20,937 $53,613 $ 301 ($3,287) $ 90,237 Net income ................................. 0 0 13,387 0 0 13,387 Cash dividends ............................. 0 0 (4,545) 0 0 (4,545) Exercise of stock options .................. 111 263 0 0 0 374 Purchase of treasury stock ................. 0 0 0 0 (18) (18) Tax benefits of options exercised and sold ............................... 0 0 102 0 0 102 Other ...................................... 874 470 0 0 112 1,456 Change in unrealized gains and (losses), net of income taxes of $107 ............ 0 0 0 (199) 0 (199) ------- ------- ------- ------- ------- -------- Balance at December 31, 1996 .................... $19,658 $21,670 $62,557 $ 102 ($3,193) $100,794 Net income ................................. 0 0 14,488 0 0 14,488 Dividend distributions ..................... 0 0 (6,896) 0 0 (6,896) Exercise of stock options .................. 49 161 0 0 0 210 Change in unrealized gains and (losses), net of income taxes of $75 ............. 0 0 0 140 0 140 ------- ------- ------- ------- ------- -------- Balance at December 31, 1997 .................... $19,707 $21,831 $70,149 $ 242 ($3,193) $108,736 ======= ======= ======= ======= ======= ======== See Notes to Consolidated Financial Statements. 13 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 (000'S) 1997 1996 1995 ---- ---- ---- Cash Flows from Operating Activities Net Income ...................................................... $ 14,488 $ 13,387 $ 12,707 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation ........................................... 1,049 903 879 (Gain)/Loss on sale of the following: Investment Securities available for sale ........... (217) (362) (10) Other Assets ....................................... (119) (32) 8 Provision for loan losses .............................. 1,300 1,875 950 Amortization and accretion, net ........................ (97) 829 (1,508) Amortization and core deposit intangible ............... 752 53 71 Change in other operating assets and liabilities, net ................................... (14,918) 2,118 (1,078) Total Adjustments .................................. (12,250) 5,384 (688) --------- --------- --------- NET CASH PROVIDED BY OPERATING ACTIVITIES ....................... 2,238 18,771 12,019 Cash Flows From Investing Activities: Net decrease (increase) in interest-bearing deposits with other banks ............................................ 3,902 (2,380) 651 Proceeds from maturities and sales of investment securities available for sale ............................... 192,329 147,536 247,858 Proceeds from maturities of investments held to maturity .................................................... 15,414 7,732 9,943 Purchase of: Investment securities available for sale .................... (166,286) (148,238) (239,017) Investment securities held to maturity ...................... (722) (3,084) (326) Increase in loans ............................................... (23,611) (17,212) (2,652) Proceeds from sale of other assets .............................. 9,614 1,818 381 Capital expenditures ............................................ (1,163) (440) (890) Net cash used in acquisition .................................... (1,502) (38,190) 0 Purchase of life insurance policies ............................. (3,054) (2,831) (326) Proceeds from surrender of life insurance policies .............. 239 783 0 --------- --------- --------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ............. 25,160 (54,506) 15,622 Cash Flows from Financing Activities: Net increase (decrease) in demand deposits, NOW accounts and savings accounts ............................................ 14,784 (4,104) (7,946) Net (decrease) in certificates of deposit ....................... (4,468) (1,506) 27,892 Net increase in short-term borrowed funds ....................... 3,341 1,440 (2,440) Net purchase and sale of treasury stock ......................... 0 (18) (94) Dividends paid .................................................. (5,394) (4,545) (3,740) Proceeds from exercise of stock options ......................... 210 475 58 Cash provided from acquisition .................................. 0 17,062 0 --------- --------- --------- NET CASH PROVIDED BY FINANCING ACTIVITIES ....................... 8,473 8,804 13,730 Net increase (decrease) in cash and cash equivalents ................. 35,871 (26,931) 41,731 Cash and cash equivalents at beginning of year ....................... 49,827 76,758 35,387 --------- --------- --------- Cash and Cash Equivalents at End of Year ............................. $ 85,698 $ 49,827 $ 76,758 See Notes to Consolidated Financial Statements 14 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31,1997 1. ORGANIZATION Security Banc Corporation ("Security" or "the Company") is a bank holding company headquartered in Springfield, Ohio. The Company's principal subsidiaries, Security National Bank and Trust Company, Citizens National Bank, and Third Savings and Loan Company are located in Central Ohio and are engaged in general commercial banking and trust business. SUMMARY OF SIGNIFICANT ACCOUNT POLICIES The accounting and reporting policies of Security are based on generally accepted accounting principles and conform to general practices within the banking industry. The following is a description of the significant accounting policies followed by Security. CONSOLIDATION The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany transactions and balances have been eliminated. The consolidated financial statements have been prepared to give retroactive effect to the September 30, 1996 merger with CitNat (Citizens National Bank), which was accounted for as a pooling-of-interests. Certain prior year amounts have been reclassified to conform with the current year presentation. INVESTMENT SECURITIES Securities held to maturity and available for sale: Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Debt securities are classified as held-to-maturity when Security Banc Corporation has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost. Debt securities not classified as held-to-maturity or trading and marketable equity securities not classified as trading are classified as available-for-sale. Available-for-sale securities are stated at fair value, with the unrealized gains and losses, net of tax, reported in a separate component of shareholders' equity. The amortized cost of debt securities classified as held-to-maturity or available-for-sale is adjusted for amortization of premiums and accretion of discounts to maturity, or in the case of mortgage-backed securities, over the estimated life of the security. Such amortization is included in interest income from investments. Interest and dividends are included in interest income from investments. Realized gains and losses, and declines in value judged to be other-than-temporary are included in net securities gains (losses). The cost of securities sold is based on the specific identification method. LOANS Loans are stated at the principal amount outstanding, net of unearned income. Interest income on other loans is primarily accrued using the simple interest method based on the principal amounts outstanding. Loan fees received in excess of direct costs involved in origination of a loan are amortized over the estimated loan term. Accrual of interest is discontinued when circumstances indicate that collection of loan principal is questionable or when loans meet regulatory non accrual standards. The company accounts for impaired loans in accordance with Financial Accounting Standards Board Statement No. 114, "Accounting by Creditors for Impairment of a Loan." Certain large commercial loans are considered impaired loans and are reported at the present value of expected future cash flows using the loan's effective interest rate, or as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. ALLOWANCE FOR POSSIBLE LOAN LOSSES The allowance for possible loan losses is available for loan charge-offs. The adequacy of the allowance is based on Management's continuous evaluation of key factors in the loan portfolio with consideration given to current economic conditions and past charge-off experience. PREMISES AND EQUIPMENT Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of premises and equipment is determined using the straight-line method over the estimated lives of the respective assets. Maintenance and repairs are charged to expense as incurred while renewals and betterments are capitalized. INCOME TAXES Certain income and expense items are accounted for in different time periods for financial reporting purposes than for income tax purposes. Appropriate provisions are made in the financial statements for deferred taxes in recognition of these temporary differences. CASH FLOWS For purposes of reporting cash flows, cash and cash requirements include cash on hand, amounts due from banks and federal funds sold. Federal funds are purchased for one-day periods. Interest paid by Security in 1997, 1996, and 1995 was $25,447,000, $19,035,000 and $18,584,000, respectively. FAIR VALUES OF FINANCIAL INSTRUMENTS The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: Cash and cash equivalent and interest-bearing deposits with other banks: The carrying amounts reported in the balance sheet for cash and short-term instruments approximate those assets' fair values. Investment Securities: Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. Loans receivable: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for mortgage loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. The fair 15 values for other loans (e.g., commercial, agricultural and consumer) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The carrying amount of accrued interest approximates its fair value. Off balance sheet instruments: The carrying amounts reported for Security Banc Corporation's off balance sheet (letters of credit and lending commitments) approximate those assets' fair value. Deposit liabilities: The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts for variable-rate, fixed-term money market accounts approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits. Short-term borrowings: The carrying amounts of federal funds purchased and securities sold under agreement to repurchase approximate their fair values. EARNINGS PER COMMON SHARE On December 31, 1997, the Company adopted SFAS No. 128, "Earnings Per Share" which specifies the computation, presentation and disclosure requirements for earnings per share for entitles with publicly held common stock or common stock equivalents. SFAS No. 128 replaces the presentation of primary and fully diluted earnings per share with the presentation of basic and diluted earnings per share. It also requires dual presentation of basic and diluted earnings per share on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation to the corresponding amounts of the diluted earnings per share computation. The adoption of this standard had no effect on prior period data. The computation of the earnings per Common Share is as follows: Years ended December 31, (000's) 1997 1996 1995 ---- ---- ---- EARNINGS APPLICABLE TO COMMON SHARE ............... 14,488 13,387 12,707 BASIC EARNINGS PER SHARE Weighted Average Common Shares Outstanding......... 6,058,763 6,028,847 6,012,829 Earnings Applicable to Common Shares (000) ........ $ 14,448 $ 13,387 $ 12,707 Basic Earnings Per Share .......................... $ 2.39 $ 2.22 $ 2.11 DILUTED EARNINGS PER SHARE Weighted Average Common Shares Outstanding ........ 6,058,763 6,028,847 6,012,829 Diluted Common Stock Options ...................... 38,683 39,602 42,659 ---------- ---------- ---------- Weighted Average Common Shares and Common Shares Equivalents Outstanding ................. 6,097,446 6,068,449 6,055,488 ========== ========== ========== Earnings applicable to Common Shares (000) ........ $ 14,488 $ 13,387 $ 12, 707 Diluted Earnings per Share ........................ $ 2.38 $ 2.21 $ 2.10 2. ACQUISITIONS THIRD FINANCIAL CORPORATION On October 21, 1996, the company acquired all of the outstanding shares of Third Financial Corporation for $41 million. The acquisition was funded with existing cash. The results of Third Financial Corporation's operations have been combined with those of the Company since the date of acquisition. The acquisition was accounted for using the purchase method of accounting. Accordingly, a portion of the purchase price was allocated to the net assets acquired based on their estimated fair values. The fair value of tangible assets acquired and liabilities/equity assumed was $162 million and $150 million, respectively. The balance of the purchase price, $12 million, was recorded as excess of cost over net assets acquired (goodwill) and other identified intangibles and is being amortized over approximately twenty-five years on a straight line basis. CITNAT BANCORP, INC. On September 30, 1996, the Company merged with CitNat Bancorp, Inc., a $140 million bank holding company headquartered in Ohio, in a transaction accounted for as a pooling of interest. Security Banc Corporation issued 907,893 shares of common stock to the shareholders of CitNat Bancorp, Inc. based upon an exchange ratio of 2.1842437 shares of Security Banc Corporation common stock for each outstanding share of CitNat common stock. JEFFERSONVILLE BRANCH On November 6, 1997, Security National Bank and Trust Co. purchased certain assets and assumed approximately $11,700,000 in deposit liabilities of the Jeffersonville Branch from a Bank competitor. This acquisition allowed Security National to expand its services to Fayette County. The premium for the above transaction was $944,000 which will be amortized over a period of 25 years for the portion allocated to goodwill and 10 years for the portion allocated to Core Deposit Intangible. 3. ACCOUNTING CHANGES REPORTING COMPREHENSIVE INCOME In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income. This statement establishes standards for reporting the components of comprehensive income and requires that all items that are required to be recognized under accounting standards as components of comprehensive income be included in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income includes net income as well as certain items that are reported directly within a separate component of stockholders' equity and bypass net income. The provisions of this statement are effective beginning with 1998 interim reporting. These disclosure requirements will have no impact on financial position or results of operations. 16 DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION: In June 1997, the Financial Accounting Standards Board issued SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. The provisions of this statement require disclosure of financial and descriptive information about an enterprise's operating segments in annual and interim financial reports issued to shareholders. The statement defines an operating segment as a component of an enterprise that engages in business activities that generate revenue and incur expense, whose operating results are reviewed by the chief operating decision maker in the determination of resource allocation and performance, and for which discrete financial information is available. This statement is effective for fiscal years beginning after December 15, 1997 however; it is not required to be applied for interim reporting in the initial year of application. The Corporation is currently evaluating the impact of this statement on the disclosures included in its annual and interim period financial statements. 4. RESERVE BALANCE REQUIREMENTS The Company's subsidiaries are required to maintain certain daily cash and due from banks reserve balances in accordance with regulatory requirements. The balances maintained under such requirements were $10,745,000 at December 31, 1997 and $10,331,000 at December 31, 1996. 5. INVESTMENT SECURITIES The following table lists the book value and market value of debt securities and other investments as of December 31. (000's) 1997 ---- Gross Gross Unrealized Unrealized Market Cost Gains Losses Value ---- ----- ------ ----- Available for Sale Investments Debt Securities U. S. Treasury ................................. $115,847 $188 $(24) $116,011 U. S. Government Agencies and Corporations...... 12,886 23 (22) 12,887 Corporate Bonds ................................ 250 0 (0) 250 Mortgage Backed Securities ..................... 136 0 (1) 135 -------- ---- ---- -------- Total Debt Securities ........................... 129,119 211 (47) 129,283 Equity Investments ............................. 151 205 0 356 -------- ---- ---- -------- Total Investment Securities ..................... 129,270 416 (47) 129,639 ======== ==== ==== ======== Held to Maturity Investments Debt Securities State and Political Subdivisions ............... 13,262 328 (4) 13,586 Mortgage Backed Securities ..................... 3,484 56 (28) 3,512 -------- ---- ---- -------- Total Debt Securities ........................... 16,746 384 (32) 17,098 Federal Reserve Stock and Other ................ 2,794 0 0 2,794 -------- ---- ---- -------- Total Held to Maturity Investments .............. $ 19,540 $384 ($32) $ 19,892 ======== ==== ==== ======== The market value of the available for sale investments ($129,639,000) plus the cost of the held to maturity investments ($19,540,000) is the total investments carrying value of $149,179,000. (000's) 1996 ---- Gross Gross Unrealized Unrealized Market Cost Gains Losses Value ---- ----- ------ ----- Available for Sale Investments Debt Securities U. S. Treasury ................................ $136,147 $ 49 $(176) $136,020 U. S. Government Agencies and Corporations .... 15,385 71 (37) 15,419 Corporate Bonds ............................... 1,452 12 0 1,464 Mortgage Backed Securities .................... 2,388 8 (9) 2,387 -------- ------ ----- -------- Total Debt Securities ........................... 155,372 140 (222) 155,290 Equity Securities ............................... 251 234 0 485 -------- ------ ----- -------- Total Available for Sale Investments ............ 155,623 374 (222) 155,775 ======== ====== ===== ======== Held to Maturity Investments Debt Securities State and Political Subdivisions .............. 28,530 919 (12) 29,437 Mortgage Backed Securities .................... 4,010 134 (54) 4,090 -------- ------ ----- -------- Total Debt Securities ........................... 32,540 1,053 (66) 33,527 Federal Reserve Stock and Other ............... 2,668 0 0 2,668 -------- ------ ----- -------- Total Held to Maturity Investments .............. $ 35,208 $1,053 $(66) $ 36,195 ======== ====== ===== ======== The market value of the available for sale investments ($155,775,000) plus the cost of the held to maturity investments ($35,208,000) is the total investments carrying value of $190,983,000. 17 The following tables summarizes the cost and market value of debt securities at December 31, 1997 and 1996 by contractual maturity. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations. (000's) 1997 1996 ---- ---- Market Market Cost Value Cost Value ---- ----- ---- ----- Available for Sale Investments Due in one year or less ...................... $ 16,498 $ 16,479 $135,029 $134,926 Due after one year and through five years .... 111,485 111,671 16,460 16,480 Due after five years and through ten years ... 1,000 998 1,495 1,497 -------- -------- -------- -------- 128,983 129,148 152,984 152,903 Mortgage Backed Securities ................... 136 135 2,388 2,387 -------- -------- -------- -------- Total Available for Sale Investments ............ $129,119 $129,283 $155,372 $155,290 -------- -------- -------- -------- Held to Maturity Investments Due in one year or less ...................... $ 7,734 $ 7,802 $ 13,894 $ 14,106 Due after one year and through five years .... 3,769 3,821 12,318 12,777 Due after five years and through ten years ... 1,699 1,905 2,258 2,488 Due after ten years .......................... 60 58 60 66 -------- -------- -------- -------- 13,262 13,586 28,530 29,437 Mortgage backed securities ................... 3,484 3,512 4,010 4,090 -------- -------- -------- -------- Total Held to Maturity Investments .............. $ 16,746 $ 17,098 $ 32,540 $ 33,527 ======== ======== ======== ======== Proceeds from sales of investments available for sale in 1997 were $168,732,000. Proceeds from sales of investments held to maturity in 1997 were 0. Gross gains on investments available for sale in 1997 were $243,000. Gross losses recognized on investments available for sale in 1997 were $30,000. Gross gains on investments held to maturity were $4,000 in 1997. Gross losses recognized on investments held to maturity in 1997 were 0. Proceeds from sales of investments available for sale in 1996 were $120,682,000. Proceeds from sales of investments held to maturity in 1996 were $1,399,000. Gross gains on investments available for sale in 1996 were $372,000. Gross losses recognized on investments available for sale in 1996 were $0. Gross gains on investments held to maturity were $6,000 in 1996. Gross losses recognized on investments held to maturity in 1996 were $16,000. Proceeds from sales of investments available for sale were $190,648,000 in 1995. Gross gains on investments available for sale were $254,000 in 1995. Gross losses recognized on investments available for sale in 1995 were $244,000. Proceeds from sale of investments held to maturity in 1995 were $0. The following table summarizes investment income for the years ended December 31. (000's) 1997 1996 1995 ---- ---- ---- U. S. Treasury Available for sale .............. $ 7,965 $ 7,715 $ 7,222 U. S. Treasury Held to Maturity ................ 0 17 49 U. S. Government Agencies and Corporations ..... 1,204 981 1,133 States and Political Subdivisions .............. 1,371 2,294 2,667 Federal Reserve stock and other ................ 181 290 317 ------- ------- ------- Total ....................................... $10,721 $11,297 $11,388 ======= ======= ======= Securities with a carrying value of $114,423,000 at December 31, 1997, and $109,031,000 at December 31, 1996, were pledged to secure deposits and repurchase agreements. 6. LOANS Loans as of December 31, by various categories are as follows: (000's) 1997 1996 ---- ---- Loans secured by real estate: Construction and land development ................... $ 20,157 $15,179 Secured by farmland ................................. 6,908 10,217 Secured by residential properties ................... 246,781 242,900 Secured by nonresidential properties ................ 65,454 50,063 Loans to finance agricultural production ............... 20,058 19,712 Commercial and industrial loans ........................ 107,679 98,695 Loans to individuals for household, family and other ... 89,644 97,401 Tax exempt obligations ................................. 3,139 5,355 Other loans ............................................ 1,943 898 Lease financing ........................................ 242 348 -------- -------- TOTAL LOANS ............................................ $562,005 $540,768 ======== ======== Nonperforming loans totaled $4,954,000 and $6,124,000 at December 31, 1997 and 1996, respectively. Nonaccrual loans included in these amounts totaled $3,417,000 and $4,123,000 at December 31, 1997 and 1996, respectively. Interest income not recorded on these loans was $300,000 in 1997 and $436,000 in 1996. The following table presents the aggregate amount of loans outstanding to directors and executive officers (including their related interests) as of December 31, 1997 and December 31, 1996, and an analysis of activity in such loans during 1997. All such loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other persons. These loans do not involve more than normal risk of collectibility or any other unfavorable features. (000's) Balance, December 31, 1996..................... $ 6,009 New Loans................................... 12,302 Repayments.................................. 12,359 Balance, December 31, 1997..................... $ 5,952 18 7. ALLOWANCE FOR LOAN LOSSES A summary of the activity in the allowance for loan losses is shown in the following table. (000's) 1997 1996 1995 ---- ---- ---- Balance - beginning of year .......... $ 6,827 $ 5,336 $ 5,101 Acquired allowance ................... 0 1,285 0 Charge-offs ...................... (2,188) (1,963) (1,077) Recoveries ....................... 315 294 362 ------- ------- ------- Net charge-offs ...................... (1,873) (1,669) (715) Provision for loan losses ............ 1300 1,875 950 ------- ------- ------- Balance-end of year .................. $ 6,254 $ 6,827 $ 5,336 ======= ======= ======= 8. PREMISES AND EQUIPMENT Premises and Equipment as of December 31, are summarized in the following table. (000's) 1997 1996 ---- ---- Land .................................................. $ 1,508 $ 1,534 Buildings ............................................. 10,048 9,652 Equipment ............................................. 8,838 7,948 ------- ------- Total premises and equipment .......................... 20,394 19,134 Less: Accumulated depreciation and amortization ...... 11,736 10,703 ------- ------- Net premises and equipment ............................ $ 8,658 $ 8,431 ======= ======= 9. FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENT TO REPURCHASE The following table is a summary of short-term borrowings at December 31: (000's) 1997 1996 ---- ---- Federal funds purchased .......................... $ 0 $12,974 Securities sold under agreement to repurchase .... 29,296 29,575 Demand note due U. S. Treasury ................... 1,450 1,208 ------- ------- Total ......................................... $30,476 $43,757 ======= ======= The following table is a summary of securities pledged against the securities sold under agreement to repurchase contracts as of December 31: (000's) 1997 1996 ---- ---- Book Market Book Market ---- ------ ---- ------ U. S. Government Securities ... $37,018 $37,069 $46,657 $46,592 10. ADVANCES FROM FHLB The Company had advances from the Federal Home Loan Bank ("FHLB") of $10,000,000 due in 1998 at variable interest rates on December 31, 1997. The Company also had advances from the FHLB on December 31, 1997 of $6,333,000 due on various dates through 2008, at adjustable and fixed rates ranging from 5.60% to 7.40%. Real estate loans collateralize the FHLB advances. 11. COMMITMENTS AND CONTINGENT LIABILITIES Security Banc Corporation has various commitments and contingent liabilities outstanding, such as letters of credit and loan commitments, that are not reflected in the consolidated financial statements. Letters of credit commit the Corporation to make payments on behalf of customers when certain specified future events occur. Loan commitments are made to accommodate the financial needs of Security Banc Corporation's customers. These arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to Security Banc Corporation's normal credit policies. Collateral is obtained based on Management's credit assessment of the customer. Unfunded loan commitments and unused lines of credit as of December 31, 1997 were $124,498,000. The aggregate amount of outstanding letters of credit was $2,072,000 at December 31, 1997. No significant losses are anticipated as a result of these commitments. 19 12. INCOME TAX The components of income tax expense are: (000s) 1997 1996 1995 ---- ---- ---- Federal income taxes currently payable ... $6,727 $5,297 $5,330 Deferred tax provision ................ (265) (107) (153) ------ ------ ------ Total income tax expense ................. $6,462 $5,190 $5,177 A reconciliation of income tax expense at the statutory rate to income tax expense at the company's effective rate is as follows: (000s) 1997 1996 1995 ---- ---- ---- Computed tax at the statutory rate ... $7,332 $6,316 $6,236 Tax effect of tax free income and non-deducible interest expense .... (711) (921) (1,018) Other ................................ (159) (205) (41) ------ ------ ------ Income Tax Expense ................... $6,462 $5,190 $5,177 Income taxes paid were $6,987,000, $5,285,000 and $4,778,000 in 1997, 1996, and 1995, respectively. Income tax expense associated with security gains were $74,000 in 1997, $123,000 in 1996, and $3,500 in 1995. Significant components of the Corporation's deferred tax assets and liabilities at December 1997 and 1996 are as follows: 1997 1996 ---- ---- Deferred Assets Allowance for loan losses ....... $2,078 $1,472 Mark to Market adjustment ....... 133 0 Other ........................... 282 435 ------ ------ Total deferred assets ........... $2,493 $1,907 Deferred Liabilities Employee benefits ............... 160 154 Depreciation .................... 303 240 Mark to Market adjustment ....... 127 52 Other ........................... 455 201 ------ ------ Total deferred liabilities ...... 1,045 647 ------ ------ Net deferred assets ................ $1,448 $1,260 ====== ====== 13. STOCK OPTIONS Security sponsors non-qualified and incentive stock option plans covering key employees. Approximately 240,000 shares have been authorized under the plans, 4,020 shares of which were available at December 31, 1997 for future grants. All options granted have a maximum term of 10 years. Options granted vest ratably over five years. Security has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related interpretations in accounting for its employee stock options because the alternative fair value accounting provided for under FASB Statement No. 123, "Accounting for Stock-Based Compensation", requires use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of Security employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. Security stock option activity and related information for the periods ended December 31, 1997, 1996, and 1995 is summarized below: 1997 1996 1995 ---- ---- ---- Weighted- Weighted- Weighted- Average Average Average Exercise Exercise Exercise Options Price Options Price Options Price ------- ----- ------- ----- ------- ----- Outstanding at beginning of period ................. 96,956 $24.85 83,766 $12.72 89,116 $12.72 Granted ...................... 3,600 42.50 58,000 33.00 -- -- Exercised .................... (15,576) 13.47 (35,490) 10.52 (5,350) 10.80 Forfeited/Expired ............ (3,500) 33.00 (9,320) 10.16 -- -- ----------------- ------------------ ---------------- Outstanding at end of period .................... 81,480 26.45 96,956 24.85 83,766 12.72 ----------------- ------------------ ---------------- Exercisable end of period .... 33,440 $19.03 36,796 $24.85 69,846 $12.72 Weighted average fair value of options .......... $ 6.99 $ 4.28 $ 4.28 Exercise prices for options outstanding as of December 31, 1997, ranged from $8.12 to $42.50. The weighted average remaining contractual life of these options is seven (7) years. The fair value of the options presented above was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions for 1997, 1996, and 1995, respectively; risk free interest rates of 5.00% in 1997 and 5.25% in 1996 and 1995; dividend yields of 1.98% in 1997 and 2.67% in 1996 and 1995; volatility factors of the expected market price of Security common stock of .059 in 1997 and .037 in 1996 and 1995 and a weighted average expected option life of seven (7) years. Because the effect of applying Statement 123's fair value method to stock options results in net income and earnings per share that are not materially different from amounts reported in the consolidated statements of income, pro forma information has not been provided. 20 14. RETIREMENT PLANS Security Banc Corporation has a non-contributory defined benefit pension plan that covers all employees who have reached the age of twenty-one (21) and have one thousand (1,000) hours of service during their anniversary year. The amount of the benefit is determined pursuant to a formula contained in the retirement plan which, among other things, takes into account the employee's average earnings in the highest sixty (60) consecutive calendar months. Accrued benefits are fully vested after five (5) years of service. Security Banc Corporation's funding policy is to make annual contributions to the plan which at least equals the minimum required contributions. Disclosure of the net periodic Pension cost for 1997, 1996, and 1995 is as follows: (000's) 1997 1996 1995 ---- ---- ---- Service cost-benefit earned during the period ....... $ 511 $ 277 $ 275 Interest cost on the projected benefit obligation ... 527 479 467 Actual (return) on plan assets ...................... (969) (940) (1,263) Net amortization and deferral ....................... 300 359 795 ----- ----- ------- Net pension expense .............................. $ 369 $ 175 $ 274 ===== ===== ======= The following table sets forth the plan's funded status and amount recognized in Security Banc Corporation's consolidated statement of condition as of December 31, 1997 and 1996. (000's) 1997 1996 ---- ---- Reconciliation of funded status: Projected benefit obligation .............................. $(7,176) $(6,632) Plan assets at fair value ................................. 8,412 7,322 ------- ------- Plan assets in excess of projected benefit obligation .. 1,236 690 Unrecognized prior service cost ........................... (16) (17) Unrecognized net (gain) loss due to experience different from assumptions made ........................ (590) (43) Initial transition asset being recognized over 15 years ... (171) (214) ------- ------- Prepaid pension costs included in other assets ......... $ 459 $ 416 ======= ======= (The accumulated Benefit Obligation including the vested benefit obligation is $5,091,862.) Assumptions used in accounting for the Plan were: (000's) 1997 1996 1995 ---- ---- ---- Settlement rate ................... 7.5% 7.5% 7.5% Return on assets .................. 8.0% 8.0% 8.0% Salary growth ..................... 4.5% 4.5% 4.5% Plan assets consist of U.S. Treasury notes and bonds and common stock equities. 15. PROFIT SHARING PLAN All employees of Security Banc Corporation and its affiliates become eligible participants in the plan when they have completed one (1) year of eligibility service; have worked at least five hundred (500) hours and are at least age twenty-one (21). Eligible participants may make contributions to the plan by deferring up to fifteen percent (15%) of their annual earnings. The Board of Directors of the Corporation annually determines the bank's matching contribution to the plan. For the plan year ended December 31, 1997 and December 31, 1996, the matching contribution was fifty percent (50%) of the employee's contribution up to the first six percent (6%) of annual earnings contributed by the participant. Employee contributions are one hundred percent (100%) vested immediately. The bank's matching contributions are vested at twenty percent (20%) for each year of eligibility service, based on five (5) year vesting schedule. The contribution by the Corporation for 1997, 1996, and 1995 was $190,000, $208,000, and $209,000, respectively. 21 16. SECURITY BANC CORPORATION (PARENT ONLY) AND REGULATORY RESTRICTIONS Dividends paid by the Company's subsidiaries are subject to various legal and regulatory restrictions. In 1997, the subsidiaries paid $37 million in dividends to the parent company. The subsidiaries can initiate dividend payments in 1998 equal to their net profits, as defined by statute, up to the date of any such dividend declared. SECURITY BANC CORPORATION Statement Of Condition for the Years Ended December 31 (000's) 1997 1996 ---- ---- Assets Cash ...................................... $ 110 $ 0 Investments in Subsidiaries ............... 108,521 100,542 Other Assets .............................. 215 252 -------- -------- Total Assets ................................. $108,846 $100,794 ======== ======== Liabilities ............................... 110 0 -------- -------- Total Liabilities ............................ 110 0 ======== ======== Stockholders' equity Common Stock .............................. 19,707 19,658 Surplus ................................... 21,831 21,670 Retained Earnings ......................... 70,149 62,557 Unrealized gains and (losses) ............. 242 102 Less: Treasury Stock ..................... (3,193) (3,193) -------- -------- Total Shareholders' Equity ................... 108,736 100,794 -------- -------- Total Liabilities And Shareholders' Equity ... $108,846 $100,794 ======== ======== SECURITY BANC CORPORATION Statement Of Income for the Years Ended December 31 (000's) 1997 1996 1995 ---- ---- ---- Income from subsidiaries ........................... $ 37,022 $ 27,121 $ 4,859 Other Income ....................................... 0 180 197 -------- -------- ------- Total Income ....................................... 37,022 27,301 5,056 ======== ======== ======= Operating Expenses .............................. 163 179 81 -------- -------- ------- Total Expenses ..................................... 163 179 81 ======== ======== ======= Income before taxes and undistributed income..... 36,859 27,122 4,975 Income taxes .................................... 0 31 30 Equity in undistributed income .................. (22,371) (13,704) 7,762 -------- -------- ------- Net Income ......................................... $ 14,488 $ 13,387 $12,707 ======== ======== ======= SECURITY BANC CORPORATION Statement Of Cash Flows for the Years Ended December 31 (000's) 1997 1996 1995 ---- ---- ---- Cash flows from operating activities Net Income ....................................... $ 14,488 $ 13,387 $12,707 Adjustment to reconcile net income to net cash (Gain) or loss on sales of assets............... 0 (5) 0 Equity in undistributed (earnings) losses ...... 22,371 13,704 (7,762) Net change in liabilities ...................... 110 (9) 9 Net change in other assets ..................... 37 (224) 2 Other, net ..................................... 0 (7) 0 -------- -------- ------- Total adjustments .............................. 22,518 13,459 (7,751) -------- -------- ------- Net cash provided by operating activities ........ $ 37,006 $ 26,846 $ 4,956 Cash flows from investing activities Purchase of securities ......................... 0 0 (349) Sales and maturities of securities ............. 0 2,791 0 Payments for investments in and advances to subsidiaries .............................. (30,210) (475) (58) Other, net ..................................... 0 581 (35) -------- -------- ------- Net cash provided (used) by investing activities ................................... (30,210) 2,897 (442) Cash flows from financing activities Proceeds from issuance of common stock ......... 210 475 244 Payment to repurchase common stock ............. 0 (18) (280) Dividends paid ................................. (5,394) (4,545) (3,741) Other, net ..................................... (1,502) (27,227) 0 -------- -------- ------- Net cash (used) by financing Activities ................................... $ (6,686) $(31,315) $(3,777) Cash and cash equivalents Net increase (decrease) in cash and cash equivalents .................................... 110 (1,572) 737 Cash and cash equivalents at beginning of year ... 0 1,572 835 -------- -------- ------- Cash and cash equivalents at end of year ......... $ 110 $ 0 $ 1,572 ======== ======== ======= 22 17. CAPITAL RATIOS The following table reflects various measures of capital at December 31, 1997 and December 31, 1996. 1997 1996 ---- ---- (000's) Amount Ratio Amount Ratio Total equity (1) ................ $108,736 20.04% $100,794 19.74% Tier 1 capital (2) .............. 94,508 17.42% 88,470 17.33% Total risk-based capital (3) .... 100,762 18.57% 94,858 18.58% Leverage (4) .................... 94,508 11.55% 88,470 10.83% (1) Computed in accordance with generally accepted accounting principles, including unrealized market value adjustment of securities available-for-sale. (2) Stockholders' equity less certain intangibles and the unrealized market value adjustment of securities available-for-sale; computed as a ratio to risk-adjusted assets as defined. (3) Tier 1 capital plus qualifying loan loss allowance, computed as a ratio to risk-adjusted assets, as defined. (4) Tier 1 capital computed as a ratio to average total assets less certain intangibles. The Corporation's Tier 1, total risk-based capital and leverage ratios are well above both the required minimum levels of 4.00%, 8.00%, and 4.00%, respectively, and the well-capitalized levels of 6.00%, 10.00%, and 5.00%, respectively. At December 31, 1997, all of the Corporation's subsidiary financial institutions met the well-capitalized levels under the capital definitions prescribed in the FDIC Improvement Act of 1991. 18. FAIR VALUES OF FINANCIAL INSTRUMENTS FASB Statement No. 107, "Disclosures about Fair Value of Financial instruments," requires disclosure of fair value information about financial instruments, whether or not recognized in the statement of condition, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Statement 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the bank. The estimated fair values of the bank's financial instruments not disclosed elsewhere are as follows: (000s) 1997 1996 ---- ---- Carrying Fair Carrying Fair Value Value Value Value LOANS Commercial and Agriculture ........ $252,053 $250,768 $212,046 $210,456 Real Estate ....................... 225,791 224,956 234,935 233,831 Consumer .......................... 84,161 85,474 93,787 94,622 DEPOSITS Non-Interest-Bearing Deposits...... $119,373 $119,373 $107,913 $107,913 Interest-Bearing Demand Deposits .. 129,351 129,351 122,996 122,996 Savings Deposits .................. 151,119 151,119 154,153 154,153 Time Deposits ..................... 277,548 278,269 281,973 284,398