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Previous: TSR INC, 10QSB, 1995-10-12 |
Next: UNION CORP, DEF 14A, 1995-10-12 |
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 1995
MARK TWAIN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
MISSOURI
(State or other jurisdiction of incorporation)
0-4543
----------------------
Commission file Number
43-0895344
----------------------------------
IRS Employer Identification Number
8820 Ladue Road, St. Louis, Missouri 63124
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(314) 727-1000
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS
- --------------------
The press release dated October 12, 1995 announcing earnings for
the third quarter and year ending September 30, 1995 is contained
in Exhibit 99 and is incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
MARK TWAIN BANCSHARES, INC.
(Registrant)
Date: October 12, 1995 KEVIN J. CODY
---------------------------------
Kevin J. Cody
Vice President, Treasurer,
and Assistant Secretary
(Principal Accounting Officer)
EXHIBIT INDEX
99. Earnings release for the third quarter and
year ending September 30, 1995.
EXHIBIT 99
CONTACT: Keith Miller
(314) 889-0799
FOR IMMEDIATE RELEASE
MARK TWAIN'S THIRD QUARTER EARNINGS INCREASE 17.9 PERCENT,
SETTING 18TH CONSECUTIVE QUARTERLY RECORD
St. Louis, Mo., October 12, 1995. . . Mark Twain Bancshares, Inc.,
today announced a 17.9 percent increase in third quarter 1995
earnings over third quarter 1994. Income from the period was
$12.22 million, and set the 18th consecutive quarterly record for
the 31-year-old company.
Primary earnings per share for the third quarter grew 17.2 percent
to $.75, up from $.64 in the third quarter 1994. Fully diluted
earnings per share increased 15.9 percent to $.73 for the same
period, compared to $.63 for the third quarter 1994.
Return on average assets was 1.74 percent in the third quarter,
compared to 1.57 percent in the third quarter last year and 1.68
percent in the second quarter 1995. Return on common shareholders'
equity was 18.62 percent for the third quarter compared to 18.23
percent for the third quarter 1994 and 18.65 percent for second
quarter 1995.
For the first nine months of 1995, Mark Twain's earnings totaled
$35.22 million, an increase of 17.9 percent from $29.86 million
earned for the same period in 1994. Primary earnings per common
share for the nine-month period were $2.17, up 16.7 percent
compared to $1.86 for the same period in 1994. Fully diluted
earnings per share totaled $2.11, a 16.6 percent increase over 1994
results of $1.81 per share.
Return on average assets for the first nine months of 1995 was 1.72
percent, compared to 1.52 percent for the same period last year.
Return on shareholders' equity was 18.79 percent, compared to 18.04
percent a year ago.
"Our third quarter results give every indication that Mark Twain is
headed for yet another record year," says John P. Dubinsky, Mark
Twain Bancshares President and Chief Executive Officer. "We
continually strive to achieve new standards of excellence. It's
this philosophy that has strategically placed Mark Twain among the
top-performing banks in the country." In August, Mark Twain
received the number one ranking and was awarded the overall Gold
Medal for second quarter 1995 by Donaldson, Lufkin & Jenrette.
- more -
<PAGE> 2
Mark Twain Earnings - Add One
Net interest income, on a fully tax equivalent basis, grew 3.4
percent in the third quarter 1995, compared to third quarter 1994.
For the past nine months, net interest income on a fully tax
equivalent basis increased 5.1 percent over the same period in
1994. Net interest margin was 4.98 percent for the third quarter,
compared to 5.11 percent in the third quarter 1994. For the nine-
month period, net interest margin was 5.10 percent compared to 5.05
percent for the same nine months of 1994. Net interest income for
the third quarter 1995 showed a modest increase over second quarter
1995 levels, despite net interest margin decreasing to 4.98 percent
from second quarter's 5.08 percent.
Loan outstandings at quarter-end 1995 were $1.94 billion, which
represents a 9.7 percent increase from a year ago, and an
annualized increase of 5.6 percent from year-end 1994.
Mark Twain's asset quality remained strong in the third quarter,
with non-performing assets representing 1.00 percent of total loans
plus foreclosed real estate, compared to 1.11 percent a year ago
and .95 percent at year-end 1994. Mark Twain continues to
experience low loan loss levels. The loan loss reserve represents
1.55 percent of total loans, compared to 1.58 percent at the end of
third quarter 1994. Net charge-offs for the nine-month period were
.11 percent of average loans (annualized rate of .15 percent) down
from .21 percent (.28 percent annualized rate) for the same nine
months of 1994 and .21 percent for all of 1994.
"The Capital Markets Group, which includes bond and brokerage
operations, showed increases in revenue of 24.6 percent and 16.0
percent for the third quarter and the first nine months of 1995,
respectively, compared to the same periods last year," says
Dubinsky.
For the first nine months of 1995, Mark Twain's efficiency ratio
was 51.85 percent, compared to 56.77 percent for the first nine
months of 1994. The efficiency ratio was 49.91 percent for third
quarter 1995 as compared to 54.99 percent for the same three-month
period last year.
Dubinsky attributes Mark Twain's results to the company's
continuing successful implementation of key principles, which
include maintaining high quality assets, minimizing increases in
overhead expenses, maximizing opportunities for growth, and
aggressively soliciting new business.
Growth and expansion are also key elements in maintaining strong
performance. In the third quarter, Mark Twain received final
approval from both the Kansas State Banking Board and the FDIC to
establish a new banking location in Olathe, Kansas. "We are excited
about potential growth opportunities in the Kansas City market,"
Dubinsky adds.
- more -
<PAGE> 3
Mark Twain Earnings - Add Two
Mark Twain Bancshares, Inc. is a 31-year-old bank holding company
with 34 banking locations in three states: 20 throughout St. Louis,
St. Louis County, and St. Charles County, as well as 10 in the
Kansas City metropolitan area, and four in the Illinois communities
of Belleville and Edwardsville. Mark Twain also operates 27
brokerage locations in four states. Related financial services
include: Mark Twain Capital Markets Group; Mark Twain Brokerage
Services, Inc.; Mark Twain Commercial Finance Division; Mark Twain
International Division; Mark Twain Leasing Division; and Mark Twain
Trust Division. Mark Twain stock is traded over-the-counter under
the NASDAQ symbol MTWN.
# # #
<PAGE> 4
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
September 30, September 30, December 31,
1995 1994 1994
------------ ------------- -----------
(in thousands of $)
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 122,380 $ 128,295 $ 139,947
Interest bearing deposits with banks - 53 54
Federal funds sold and securities
purchased under resale agreements 4,528 1,475 1,600
Trading account securities 62,697 128,356 32,909
Securities available for sale 245,312 243,851 228,359
Mortgage loans held for resale - 14,874 -
Investment securities 351,325 367,086 353,958
Loans, net of allowance for loan losses of
$30,048, $27,934 and $28,894, respectively 1,908,537 1,739,012 1,831,261
Premises and equipment 21,538 28,244 27,910
Accrued income receivable 18,500 16,137 17,572
Other assets 99,101 184,939 55,146
---------- ---------- ----------
Total assets $2,833,918 $2,852,322 $2,688,716
========== ========== ==========
LIABILITIES
Non-interest bearing deposits $ 428,686 $ 432,125 $ 461,958
Interest bearing deposits 1,905,133 1,769,915 1,810,099
---------- ---------- ----------
Total deposits 2,333,819 2,202,040 2,272,057
---------- ---------- ----------
Short-term borrowings 146,393 289,677 148,118
Other liabilities 70,422 108,805 14,103
Long-term debt 19,423 22,705 20,389
---------- ---------- ----------
Total liabilities $2,570,057 2,623,227 2,454,667
---------- ---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock, $25.00 par value, authorized
and unissued 500,000 shares - - -
Common stock, $1.25 par value, authorized
30,000,000 shares, issued 16,449,510,
16,358,951 and 16,375,527 shares, respectively 20,562 20,449 20,469
Surplus 62,423 59,871 60,246
Undivided profits 185,115 150,361 154,890
---------- ---------- ----------
268,100 230,681 235,605
Less common treasury stock at cost, 389,579,
405,876 and 398,633 shares, respectively 4,239 1,586 1,556
---------- ---------- ----------
Total shareholders' equity 263,861 229,095 234,049
---------- ---------- ----------
Total liabilities and
shareholders' equity $2,833,918 $2,852,322 $2,688,716
========== ========== ==========
</TABLE>
<PAGE> 5
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
For the Nine Months For the Three Months
Ended September 30, Ended September 30,
1995 1994 1995 1994
---- ---- ---- ----
(in thousands of $ except per share data)
<S> <C> <C> <C> <C>
INTEREST FROM EARNING ASSETS
Interest and fees on loans $135,477 $105,811 $46,251 $37,568
Interest on investment securities:
Taxable 17,235 18,788 5,744 5,797
Non-taxable 142 529 33 159
Interest on trading account securities 2,113 3,031 678 916
Interest on securities available for sale 11,139 11,155 3,730 3,788
Interest on mortgage loans held for resale - 2,453 - 276
Interest on deposits with banks - 3 - -
Interest on federal funds sold and securities
purchased under resale agreements 563 612 264 205
-------- ------- ------- -------
Total interest income 166,669 142,382 56,700 48,709
-------- ------- ------- -------
INTEREST EXPENSE
Interest on deposits 62,196 44,974 22,512 15,604
Interest on short-term borrowings 6,938 4,461 1,624 1,585
Interest on long-term debt 1,165 1,360 381 444
-------- ------- ------- -------
Total interest expense 70,299 50,795 24,517 17,633
-------- ------- ------- -------
Net interest income 96,370 91,587 32,183 31,076
Provision for loan losses 3,344 4,499 713 1,040
-------- ------- ------- -------
Net interest income after provision for loan losses 93,026 87,088 31,470 30,036
-------- ------- ------- -------
OTHER INCOME
Service charges on deposit accounts 5,220 5,606 1,803 1,841
Securities transactions 46 309 - -
Other income 22,123 21,217 7,281 5,874
-------- ------- ------- -------
Total other income 27,389 27,132 9,084 7,715
-------- ------- ------- -------
OTHER EXPENSES
Salaries 31,098 30,789 10,530 10,024
Employee benefits 5,202 5,169 1,569 1,448
Net occupancy expense 7,040 6,978 2,326 2,394
Furniture and equipment expense 2,894 3,418 917 1,144
Other expenses 18,386 21,411 5,398 6,505
-------- ------- ------- -------
Total other expenses 64,620 67,765 20,740 21,515
-------- ------- ------- -------
Income before income taxes 55,795 46,455 19,814 16,236
Applicable income taxes 20,579 16,593 7,591 5,866
-------- ------- ------- -------
Net income $35,216 $29,862 $12,223 $10,370
======== ======= ======= =======
NET INCOME PER SHARE:
Primary $2.17 $1.86 $ .75 $ .64
===== ===== ===== =====
Fully diluted $2.11 $1.81 $ .73 $ .63
===== ===== ===== =====
COMMON DIVIDENDS PAID PER SHARE $ .81 $ .72 $ .27 $ .24
===== ===== ===== =====
</TABLE>
<PAGE> 6
MARK TWAIN BANCSHARES, INC.
CONSOLIDATED BALANCE SHEET AND NET INTEREST MARGIN
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30, 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------------
Avg. Avg.
Avg. Yield/ Avg. Yield/
Volume Interest Rate Volume Interest Rate
---------- --------- ------- ------- -------- ------
(in thousands of $)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest earning assets:
Loans <F1><F2> $1,908,842 $136,259 9.54% $1,731,811 $106,496 8.22%
Taxable investment securities 342,340 17,235 6.73% 357,622 18,788 7.02%
Non-taxable investment securities <F1> 3,450 218 8.45% 12,655 805 8.50%
Trading account securities 43,462 2,113 6.50% 64,195 3,031 6.31%
Securities available for sale <F1> 241,718 11,198 6.19% 220,101 11,158 6.78%
Mortgage loans held for resale - - - 44,807 2,453 7.32%
Interest bearing deposits with banks - - - 135 3 2.97%
Federal funds sold and securities
purchased under resale agreements 12,506 563 6.02% 20,193 612 4.05%
---------- -------- ------ ---------- -------- ------
Total interest earning assets 2,552,318 167,586 8.78% 2,451,519 143,346 7.82%
-------- ====== -------- ======
Non-interest earning assets:
Cash and due from banks 107,416 114,059
Other assets 122,492 101,890
FASB No. 115 allowance (7,483) (5,555)
Allowance for loan losses (29,559) (27,394)
---------- ----------
Total $2,745,184 $2,634,519
========== ==========
LIABILITES AND SHAREHOLDER'S EQUITY
Interest bearing liabilities:
Interest bearing demand deposits $ 227,050 3,631 2.14% $ 256,630 3,694 1.92%
Savings and money market deposits 677,893 19,401 3.83% 729,649 15,981 2.93%
Time deposits 956,563 39,164 5.47% 809,560 25,299 4.18%
Short-term borrowings 168,407 6,938 5.51% 172,055 4,461 3.47%
Long-term debt 19,986 1,165 7.79% 23,704 1,360 7.67%
---------- -------- ------ ---------- -------- ------
Total interest bearing liabilities 2,049,899 70,299 4.59% 1,991,598 50,795 3.41%
-------- ====== -------- ======
Non interest bearing liabilities:
Non-interest bearing deposits 394,997 392,896
Other liabilities 49,764 28,736
Shareholders' equity 250,524 221,289
---------- ----------
Total $2,745,184 $2,634,519
========== ==========
Net interest income $97,287 $92,551
======== ========
Net interest margin 5.10% 5.05%
====== ======
<FN>
<F1>Fully tax-equivalent using tax rate of 35% in 1995 and 1994.
<F2>Includes non-accrual loans.
</FN>
</TABLE>
<PAGE> 7
MARK TWAIN BANCSHARES, INC.
CONSOLIDATED BALANCE SHEET AND NET INTEREST MARGIN
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Three Months Ended September 30, 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------------
Avg. Avg.
Avg. Yield/ Avg. Yield/
Volume Interest Rate Volume Interest Rate
---------- --------- ------- ------- -------- ------
(in thousands of $)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest earning assets:
Loans <F1><F2> $1,938,629 $46,499 9.52% $1,739,888 $37,815 8.62%
Taxable investment securities 340,321 5,744 6.70% 363,116 5,797 6.33%
Non-taxable investment securities <F1> 2,469 50 8.03% 11,709 241 8.17%
Trading account securities 43,060 678 6.25% 58,069 916 6.26%
Securities available for sale <F1> 243,887 3,749 6.10% 231,479 3,791 6.50%
Mortgage loans held for resale - - - 14,223 276 7.70%
Interest bearing deposits with banks - - - 54 - -
Federal funds sold and securities
purchased under resale agreements 17,839 264 5.87% 18,281 205 4.45%
---------- ------- ------ ---------- ------- ------
Total interest earning assets 2,586,205 56,984 8.74% 2,436,819 49,041 7.98%
------- ====== ------- ======
Non-interest earning assets:
Cash and due from banks 109,197 116,913
Other assets 124,735 102,546
FASB No. 115 allowance (2,955) (9,873)
Allowance for loan losses (30,105) (27,717)
---------- ----------
Total $2,787,077 $2,618,688
========== ==========
LIABILITES AND SHAREHOLDER'S EQUITY
Interest bearing liabilities:
Interest bearing demand deposits $ 223,681 1,212 2.15% $ 250,386 1,194 1.89%
Savings and money market deposits 668,569 6,539 3.88% 734,093 5,654 3.06%
Time deposits 1,023,558 14,761 5.72% 799,482 8,756 4.35%
Short-term borrowings 124,524 1,624 5.17% 152,927 1,585 4.11%
Long-term debt 19,716 381 7.67% 22,883 444 7.70%
---------- ------- ------ ---------- ------- ------
Total interest bearing liabilities 2,060,048 24,517 4.72% 1,959,771 17,633 3.57%
------- ====== ------- ======
Non-interest bearing liabilities:
Non-interest bearing deposits 407,513 404,358
Other liabilities 59,032 28,820
Shareholders' equity 260,484 225,739
---------- ----------
Total $2,787,077 $2,618,688
========== ==========
Net interest income $32,467 $31,408
======= =======
Net interest margin 4.98% 5.11%
====== ======
<FN>
<F1>Fully tax-equivalent using tax rate of 35% in 1995 and 1994.
<F2>Includes non-accrual loans.
</FN>
</TABLE>
<PAGE> 8
MARK TWAIN BANCSHARES, INC.
SUMMARY OF ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
(in thousands of $) 1995 1994 1995 1994
------------------------ -------------------------
<S> <C> <C> <C> <C>
Allowance at beginning of period $28,894 $27,012 $29,961 $27,175
Charge-offs (2,957) (4,418) (910) (707)
Recoveries 767 841 284 426
------- ------- ------- -------
Net charge-offs (2,190) (3,577) (626) (281)
Additions to allowance charged to expense 3,344 4,499 713 1,040
------- ------- ------- -------
Allowance at end of period $30,048 $27,934 $30,048 $27,934
======= ======= ======= =======
Loans, net of unearned income at
end of period $1,938,585 $1,766,946
Average loan balance for the period $1,908,842 $1,731,811 $1,938,629 $1,739,888
Allowance as % of loans at
end of period 1.55% 1.58%
Allowance as % of non-performing loans 323.90% 266.34%
Net charge-offs as % of average loans
for the period .11% .21% .03% .02%
Annualized net charge-offs as % of
average loans for the period .15% .28% .13% .06%
</TABLE>
<PAGE> 9
MARK TWAIN BANCSHARES, INC.
NON-PERFORMING ASSETS
<TABLE>
<CAPTION>
September 30, June 30, March 31, December 31,
(in thousands of $) 1995 1995 1995 1994
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Non-accrual loans $ 8,629 $ 9,165 $ 9,509 $ 6,813
Restructured loans 109 484 484 484
Foreclosed real estate 10,726 9,520 10,478 10,523
------- ------- ------- -------
Total non-performing assets $19,464 $19,169 $20,471 $17,820
======= ======= ======= =======
Percentage of non-performing
assets to loans plus foreclosed
real estate 1.00% .99% 1.08% .95%
Loans contractually past due
ninety days or more $539 $782 $543 $1,132
Percentage of non-performing
assets plus ninety days past due
to loans plus foreclosed real estate 1.03% 1.03% 1.11% 1.01%
Percentage of allowance to
non-performing loans 323.90% 287.23% 275.69% 342.79%
Percentage of allowance to total
non-performing assets 154.38% 156.30% 141.89% 162.14%
Percentage of allowance to
risk elements* 150.22% 150.17% 138.23% 152.46%
Percentage of risk elements*
to total average assets .73% .73% .79% .72%
* Risk elements include total non-performing assets plus loans contractually past due ninety days or more.
</TABLE>
<PAGE> 10
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
(in thousands of $ except per share data) 1995 1994 1995 1994
------------------------ -------------------------
<S> <C> <C> <C> <C>
PRIMARY
Earnings:
Net income $35,216 $29,862 $12,223 $10,370
======= ======= ======= =======
Shares:
Weighted average number of common
shares outstanding 16,037,190 15,861,309 16,034,868 15,931,771
Weighted average number of common
share equivalents 210,972 224,538 252,493 205,386
---------- ---------- ---------- ----------
16,248,162 16,085,847 16,287,361 16,137,157
========== ========== ========== ==========
Primary earnings per common share $2.17 $1.86 $.75 $.64
===== ===== ==== ====
ASSUMING FULL DILUTION
Earnings:
Net income $35,216 $29,862 $12,223 $10,370
After tax interest applicable to
convertible notes 277 329 88 102
After tax amortization of capital
note fees 34 50 13 15
------- ------- ------- -------
Fully diluted net income $35,527 $30,241 $12,324 $10,487
======= ======= ======= =======
Shares:
Weighted average number of common
shares outstanding 16,037,190 15,861,309 16,034,868 15,931,771
Assuming conversion of Convertible Notes
and dilutive stock options 791,370 855,024 769,089 785,395
---------- ---------- ---------- ----------
16,828,560 16,716,333 16,803,957 16,717,166
========== ========== ========== ==========
Earnings per common share assuming full dilution $2.11 $1.81 $.73 $.63
===== ===== ==== ====
</TABLE>
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