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Previous: TIPPERARY CORP, S-8, 1995-07-13 |
Next: UAL CORP /DE/, S-8, 1995-07-13 |
<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): July 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 July 12, 1995 announcing earnings for
the second quarter and year ending June 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: July 12, 1995 KEVIN J. CODY
---------------------------------
Kevin J. Cody
Vice President, Treasurer,
and Assistant Secretary
(Principal Accounting Officer)
EXHIBIT INDEX
99. Earnings release for the second quarter and
year ending June 30, 1995.
EXHIBIT 99
CONTACT: Sue Kunstmann
(314) 889-0778
Keith Miller
(314) 889-0799
FOR IMMEDIATE RELEASE
MARK TWAIN'S SECOND QUARTER EARNINGS INCREASE 17.2 PERCENT TO
SET 17th CONSECUTIVE QUARTERLY RECORD
St. Louis, MO., July 12, 1995 . . . Mark Twain Bancshares,
Inc., today announced a 17.2 percent increase in second quarter
1995 earnings over second quarter 1994. Income from the period was
$11.63 million, and set a 17th consecutive quarterly record for the
31-year-old company.
Primary earnings per share for the second quarter grew 16.1
percent to $.72, up from $.62 in the second quarter 1994. Fully
diluted earnings per share increased 16.7 percent to $.70 for the
same period, compared to $.60 for the second quarter 1994.
Return on average assets was 1.68 percent in the second
quarter, compared to 1.51 percent in the second quarter last year
and 1.72 percent in the first quarter 1995. Return on common
shareholders' equity was 18.65 percent for the second quarter
compared to 18.10 percent for the second quarter 1994 and 19.14
percent for first quarter 1995.
For the first six months of 1995, Mark Twain's earnings
totaled $22.99 million, an increase of 18.0 percent from $19.49
million earned for the same period in 1994. Primary earnings per
common share for the first six months of 1995 were $1.42, up 17.4
percent compared to $1.21 for the same period in 1994. Fully
diluted earnings per share totaled $1.38 for the first six months
of 1995, a 16.9 percent increase over 1994 results of $1.18 per
share.
Return on average assets for the first six months was 1.70
percent, compared to 1.49 percent for the same period last year.
Return on shareholders' equity was 18.89 percent, compared to 17.95
percent a year ago.
"Results from our first six months reflect continued excellent
performance," says John P. Dubinsky, Mark Twain Bancshares
- more -
<PAGE>
Mark Twain Earnings Add One
President and Chief Executive Officer. "We are especially pleased
with our increased loan growth despite intense competition in our
primary markets." Loan outstandings at quarter-end 1995 were $1.93
billion, which represents a 10.4 percent increase from a year ago,
and an annualized increase of 7.8 percent from year-end 1994. Mark
Twain's assets grew 5.73 percent to total $2.75 billion at the end
of the second quarter 1995 compared to a year ago, and have grown
at an annualized rate of 4.8 percent since year-end 1994.
Dubinsky attributed 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.
Net interest income, on a fully tax equivalent basis, grew
4.42 percent in the second quarter 1995, compared to second quarter
1994. For the first six months of 1995, net interest income
increase 6.01 percent over the same period in 1994. Net interest
margin was 5.08 percent for the second quarter, compared to 5.09
percent in the second quarter 1994. For the first six months of
1995, net interest margin was 5.16 percent compared to 5.01 percent
for the first six months of 1994. Net interest income for the
second quarter 1995 showed a modest increase over first quarter
1995 levels, despite net interest margin decreasing to 5.08 percent
from the 5.24 percent reported for the first quarter.
Mark Twain's asset quality remains strong in the second
quarter, with non-performing assets representing less than one
percent of total loans plus foreclosed real estate. Net charge-
offs for the first six months of 1995 were .08 percent of average
loans (annualized rate of .17 percent) down from .19 percent (.38
percent annualized rate) for the first six months of 1994 and .21
percent for all of 1994.
"We are pleased that ongoing operating expenses have remained
stable for the second quarter and first half of 1995 compared to
the same periods in 1994," Dubinsky says. "We're also extremely
pleased to report that our Capital Markets Group, which includes
our bond and brokerage operations, have experienced increases of
33.7 percent and 12.4 percent in fee income for the second quarter
and first six months of 1995 respectively over the same periods
last year."
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
- more -
<PAGE>
Add Two
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>
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
June 30, June 30, December 31,
1995 1994 1994
------------ ------------- ----------
(in thousands of $)
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 122,345 $ 124,966 $ 139,947
Interest bearing deposits with banks - 53 54
Federal funds sold and securities
purchased under resale agreements 12,050 7,615 1,600
Trading account securities 29,988 45,784 32,909
Securities available for sale 233,155 218,988 228,359
Mortgage loans held for resale - 17,832 -
Investment securities 333,511 361,591 353,958
Loans, net of allowance for loan
losses of $29,961, $27,175
and $28,894, respectively 1,903,179 1,723,935 1,831,261
Premises and equipment 21,982 28,206 27,910
Accrued income receivable 17,940 15,839 17,572
Other assets 79,389 59,549 55,146
---------- ---------- ----------
Total assets $2,753,539 $2,604,358 $2,688,716
========== ========== ==========
LIABILITIES
Non-interest bearing deposits $ 425,575 $ 411,996 $ 461,958
Interest bearing deposits 1,892,080 1,775,427 1,810,099
---------- ---------- ----------
Total deposits 2,317,655 2,187,423 2,272,057
---------- ---------- ----------
Short-term borrowings 102,635 146,778 148,118
Other liabilities 57,545 24,180 14,103
Long-term debt 19,876 23,199 20,389
---------- ---------- ----------
Total liabilities $2,497,711 2,381,580 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 16,421,009, 16,327,871
and 16,375,527 shares, respectively 20,526 20,410 20,469
Surplus 61,837 59,248 60,246
Undivided profits 177,748 144,789 154,890
---------- ---------- ---------
260,111 224,447 235,605
Less common treasury stock at
cost, 400,343, 426,520 and 398,633
shares, respectively 4,283 1,669 1,556
---------- ---------- ---------
Total shareholders' equity 255,828 222,778 234,049
----------- ---------- ---------
Total liabilities and
shareholders' equity $2,753,539 $2,604,358 $2,688,716
=========== ========== ==========
</TABLE>
<PAGE>
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
For the Six Months For the Three Months
Ended June 30, Ended June 30,
1995 1994 1995 1994
---- ---- ---- ----
(in thousands of $ except for per share data)
<S> <C> <C> <C> <C>
INTEREST FROM EARNING ASSETS
Interest and fees on loans $89,226 $68,243 $45,773 $35,749
Interest on investment securities:
Taxable 11,491 12,991 5,666 6,198
Non-taxable 109 370 34 178
Interest on trading account securities 1,435 2,115 819 984
Interest on securities available for sale 7,409 7,367 3,674 3,660
Interest on mortgage loans held for resale - 2,177 - 652
Interest on deposits with banks - 3 - 1
Interest on federal funds sold and
securities purchased under resale
agreements 299 407 204 233
------- ------- -------- -------
Total interest income 109,969 93,673 56,170 47,655
------- -------- --------- -------
INTEREST EXPENSE
Interest on deposits 39,684 29,370 20,957 15,039
Interest on short-term borrowings 5,314 2,876 2,676 1,399
Interest on long-term debt 784 916 390 454
-------- ------- ------- ------
Total interest expense 45,782 33,162 24,023 16,892
-------- ------- ------- ------
Net interest income 64,187 60,511 32,147 30,763
Provision for loan losses 2,631 3,459 1,299 2,037
-------- --------- ------- ------
Net interest income after provision
for loan losses 61,556 57,052 30,848 28,726
-------- ------- ------- ------
OTHER INCOME
Service charges on deposit accounts 3,417 3,765 1,720 1,867
Securities transactions 46 309 - 309
Other income 14,842 15,343 7,621 7,339
------ ------- ------- ------
Total other income 18,305 19,417 9,341 9,515
------- ------- ------ ------
OTHER EXPENSES
Salaries 20,568 20,765 10,331 10,058
Employee benefits 3,633 3,721 1,727 1,681
Net occupancy expense 4,714 4,584 2,256 2,245
Furniture and equipment expense 1,977 2,274 965 1,149
Other expenses 12,988 14,906 6,676 7,575
------ ------- ------- ------
Total other expenses 43,880 46,250 21,955 22,708
------ ------- -------- ------
Income before income taxes 35,981 30,219 18,234 15,533
Applicable income taxes 12,988 10,727 6,609 5,615
------- ------- ------- --------
Net income $22,993 $19,492 $11,625 $ 9,918
======= ======= ======== ========
NET INCOME PER SHARE:
Primary $1.42 $1.21 $ .72 $ .62
===== ===== ===== =====
Fully diluted $1.38 $1.18 $ .70 $ .60
===== ===== ===== =====
COMMON DIVIDENDS PAID PER SHARE $ .54 $ .48 $ .27 $ .24
===== ===== ===== =====
</TABLE>
<PAGE>
MARK TWAIN BANCSHARES, INC.
CONSOLIDATED BALANCE SHEET AND NET INTEREST MARGIN
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
SIX MONTHS ENDED JUNE 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 (A) $1,893,702 $ 89,760 9.56% $1,727,820 $68,681 8.02%
Taxable investment securities 343,366 11,491 6.75% 354,831 12,991 7.38%
Non-taxable investment securites (A) 3,949 168 8.58% 13,135 564 8.66%
Trading account securities 43,666 1,435 6.63% 67,309 2,115 6.34%
Securities available for sale (A) 240,615 7,449 6.24% 214,317 7,367 6.93%
Mortgage loans held for resale - - - 60,353 2,177 7.27%
Interest bearing deposits with banks - - - 177 3 3.42%
Federal funds sold and securities
purchased under resale aggreements 9,795 299 6.16% 21,165 407 3.88%
---------- --------- ------- ---------- --------- -------
Total interest earning assets 2,535,093 110,602 8.80% 2,459,107 94,305 7.73%
--------- ======= --------- =======
Non-interest earning assets:
Cash and due from banks 106,511 112,638
Other assets 121,351 101,553
FASB No. 115 allowance (9,784) (3,359)
Allowance for loan losses (29,281) (27,230)
----------- -----------
Total $2,723,890 $2,642,709
=========== ===========
LIABILITES AND SHAREHOLDER'S EQUITY
Interest bearing liabilities:
Interest bearing demand deposits $ 228,762 2,419 2.13% $ 247,613 2,500 2.04%
Savings and money market deposits 682,632 12,862 3.80% 739,472 10,327 2.82%
Time deposits 922,510 24,403 5.33% 814,788 16,543 4.09%
Short-term borrowings 190,713 5,314 5.62% 181,777 2,876 3.19%
Long-term debt 20,123 784 7.86% 24,120 916 7.66%
---------- ------- ------ ---------- -------- -------
Total interest bearing liabilites 2,044,740 45,782 4.52% 2,007,770 33,162 3.33%
-------- ====== -------- =======
Non interest bearing liabilities:
Non-interest bearing deposits 388,635 387,231
Other liabilities 45,053 28,682
Shareholders' equity 245,462 219,026
---------- ---------
Total $2,723,890 $2,642,709
========== ==========
Net interest income $64,820 $61,143
======= =======
Net interest margin 5.16% 5.01%
===== =====
<FN>
(A) Fully tax-equivalent using tax rate of 35% in 1995 and 1994.
</FN>
</TABLE>
<PAGE>
MARK TWAIN BANCSHARES, INC.
CONSOLIDATED BALANCE SHEET AND NET INTEREST MARGIN
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED JUNE 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 (A) $1,920,233 $46,045 9.62% $1,744,868 $35,976 8.27%
Taxable investment securities 338,519 5,666 6.71% 361,505 6,198 6.88%
Non-taxable investment securites (A) 2,613 53 8.14% 12,526 272 8.71%
Trading account securities 50,168 819 6.55% 59,481 984 6.64%
Securities available for sale (A) 238,717 3,694 6.21% 218,869 3,660 6.71%
Mortgage loans held for resale - - - 35,256 652 7.42%
Interest bearing deposits with banks - - - 100 1 4.01%
Federal funds sold and securities
purchased under resale aggreements 13,218 204 6.19% 19,168 233 4.88%
---------- ------- ------ ---------- --------- -------
Total interest earning assets 2,563,468 56,481 8.84% 2,451,773 47,976 7.85%
------- ====== --------- =======
Non-interest earning assets:
Cash and due from banks 107,076 112,456
Other assets 138,240 101,187
FASB No. 115 allowance (6,519) (7,839)
Allowance for loan losses (29,471) (27,070)
----------- -----------
Total $2,772,794 $2,630,507
=========== ===========
LIABILITES AND SHAREHOLDER'S EQUITY
Interest bearing liabilities:
Interest bearing demand deposits $ 226,533 1,199 2.12% $ 245,183 1,226 2.01%
Savings and money market deposits 673,272 6,499 3.87% 739,092 5,329 2.89%
Time deposits 958,640 13,259 5.55% 822,979 8,484 4.13%
Short-term borrowings 188,805 2,676 5.68% 163,170 1,399 3.44%
Long-term debt 19,980 390 7.83% 23,780 454 7.66%
---------- ------ ------ ---------- -------- -------
Total interest bearing liabilites 2,067,230 24,023 4.66% 1,994,204 16,892 3.40%
------ ====== -------- =======
Non-interest bearing liabilities:
Non-interest bearing deposits 392,525 389,811
Other liabilities 62,980 26,716
Shareholders' equity 250,059 219,776
---------- ----------
Total $2,772,794 $2,630,507
========== ==========
Net interest income $32,458 $31,084
======= =======
Net interest margin 5.08% 5.09%
===== =====
<FN>
(A) Fully tax-equivalent using tax rate of 35% in 1995 and 1994.
</FN>
</TABLE>
<PAGE>
MARK TWAIN BANCSHARES, INC.
SUMMARY OF ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
(in thousands of $) 1995 1994 1995 1994
------------------------ -------------------------
<S> <C> <C> <C> <C>
Balance, beginning of period $28,894 $27,012 $29,047 $27,108
Provision for loan losses 2,631 3,459 1,299 2,037
Charge-offs (2,047) (3,711) (774) (2,277)
Recoveries 483 415 389 307
------ ------ ----- ------
Net charge-offs (1,564) (3,296) (385) (1,970)
Balance, end of period $29,961 $27,175 $29,961 $27,175
Loans, net of unearned income $1,933,140 $1,751,110 $1,933,140 $1,751,110
Average loan balance for the period $1,893,702 $1,727,820 $1,920,233 $1,744,868
Allowance as % of loans at
end of period 1.55% 1.55%
Allowance as % of non-performing loans 287.23% 265.93%
Net charge-offs as % of average loans
for the period .08% .19% .02% .11%
Annualized net charge-offs as % of
average loans for the period .17% .38% .08% .45%
</TABLE>
<PAGE>
MARK TWAIN BANCSHARES, INC.
NON-PERFORMING ASSETS
<TABLE>
<CAPTION>
June 30, March 31, December 31,
(in thousands of $) 1995 1995 1994
---------------------------------------------
<S> <C> <C> <C>
Non-accrual loans $ 9,165 $ 9,509 $ 6,813
Restructured loans 484 484 484
Foreclosed real estate 9,520 10,478 10,523
------- ------- -------
Total non-performing assets $19,169 $20,471 $17,820
======= ======= =======
Percentage of non-performing
assets to loans plus foreclosed
real estate .99% 1.08% .95%
Loans contractually past due
ninety days or more $782 $543 $1,132
Percentage of non-performing
assets plus ninety days past due
to loans plus foreclosed real estate 1.03% 1.11% 1.01%
Percentage of allowance to
non-performing loans 287.23% 275.69% 342.79%
Percentage of allowance to total
non-performing assets 156.30% 141.89% 162.14%
Percentage of allowance to
risk elements* 150.17% 138.23% 152.46%
Percentage of risk elements*
to total average assets .73% .79% .72%
<FN>
* Risk elements include total non-performing assets plus loans contractually past due ninety days or more.
</FN>
</TABLE>
<PAGE>
MARK TWAIN BANCSHARES, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
(in thousands of $ except for per share data) 1995 1994 1995 1994
------------------------ -------------------------
<S> <C> <C> <C> <C>
PRIMARY
Earnings:
Net income $22,993 $19,492 $11,625 $9,918
======= ======= ======= ======
Shares:
Weighted average number of common
shares outstanding 16,038,369 15,825,494 16,018,107 15,851,764
Weighted average number of common
share equivalents 190,063 243,105 219,115 246,020
---------- ---------- ---------- ----------
16,228,432 16,068,599 16,237,222 16,097,784
========== ========== ========== =========
Primary earnings per common share $1.42 $1.21 $.72 $.62
===== ===== ==== ====
ASSUMING FULL DILUTION
Earnings:
Net income $22,993 $19,492 $11,625 $ 9,918
Add: After tax interest applicable to
Convertible Notes 189 228 93 112
Amortization of capital note fees 21 34 10 21
------- ------- ------- ------
Fully diluted net income $23,203 $19,754 $11,728 $10,051
======= ======= ======= =======
Shares:
Weighted average number of common
shares outstanding 16,038,369 15,825,494 16,018,107 15,851,764
Assuming conversion of Convertible Notes
and dilutive stock options 779,689 900,033 764,062 882,599
---------- ---------- ---------- ----------
16,818,058 16,725,527 16,782,169 16,734,363
Earnings per common share assuming full dilution $1.38 $1.18 $.70 $.60
===== ===== ==== ====
</TABLE>
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