<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 5TH STREET, N. W.
WASHINGTON, D. C. 20549
------------------------
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934
For the quarterly period ended September 30, 1996
OR
- --- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to Commission File No. 0-27624
--------- --------
RELIANCE BANCSHARES, INC.
--------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1834823
--------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3140 South 27th Street, Milwaukee, Wisconsin 53215
- -------------------------------------------- ------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (414) 671-2222
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No .
--- ---
Indicate the number of shares outstanding of the issuer's classes of common
stock, as of the latest practicable date.
Class Outstanding October 31, 1996
----- ----------------------------
Common Stock, par value $1.00 per share 2,528,499 Shares
<PAGE> 2
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
FORM 10-QSB
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
INDEX
PAGE NO.
PART I - Financial Information
Consolidated Statements of Financial Condition 1
Consolidated Statements of Income 2
Consolidated Statement of Stockholders' Equity 3
Consolidated Statements of Cash Flows 4 - 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial Condition and
Results of Operations 7 - 9
PART II - Other Information 10
<PAGE> 3
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Financial Condition
(Dollars in Thousands)
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
------------------ ----------------
(Unaudited)
<S> <C> <C>
Assets:
Cash $ 286 $ 98
Cash equivalent interest-bearing deposits 2,504 3,957
-------- ---------
Total cash and cash equivalents 2,790 4,055
Investments
Certificates of deposit - at cost 294 294
Investment securities available for sale, at fair
value 11,911 7,882
Investment securities held to maturity
(estimated market value of $8,187 at
September 30, 1996 and $11,161 at
June 30, 1996) 8,194 11,178
Mortgage-backed and related securities (estimated
market value of $824 at September 30, 1996 and
$852 at June 30, 1996) 771 800
Federal Home Loan Bank stock - at cost 157 157
Loans receivable - net 23,340 22,931
Accrued interest receivable 242 173
Office properties and equipment 75 84
Prepaid expenses and other assets 213 198
--------- ---------
Total assets $ 47,987 $ 47,752
========= =========
Liabilities and Equity:
Deposit accounts $ 18,242 18,200
Advance payment by borrowers for taxes - -
Borrowed funds - -
Income taxes:
Current 71 5
Deferred 129 94
Accrued and other liabilities:
Interest 22 33
Other 224 72
--------- ---------
Total liabilities 18,688 18,404
Commitments and contingencies - -
Stockholders' equity:
Common stock, $1.00 par value; 600,000 shares
authorized; 2,562,344 shares issued 2,562 2,562
Additional paid-in capital 17,225 17,225
Unearned ESOP compensation (698) (713)
Unrealized gain on securities available for sale,
net of applicable deferred income taxes 287 227
Retained earnings - substantially restricted 10,206 10,047
Treasury stock, at cost, 33,845 shares (283) -
-------- --------
Total stockholders' equity 29,299 29,348
-------- --------
Total liabilities and stockholders' equity $ 47,987 $ 47,752
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE> 4
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Income
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
-------------
1996 1995
---- ----
(Unaudited)
<S> <C> <C>
Interest and dividend income:
Mortgage loans $ 521 $ 453
Investment securities 295 143
Mortgage-backed and related securities 17 23
Other loans - -
Dividends on stock in Federal Home Loan Bank 3 3
---------- ------
Total interest and dividends 836 622
---------- ------
Interest expense:
Deposits and escrows 231 294
Notes payable and other borrowings - -
---------- ------
Total interest expense 231 294
---------- ------
Net interest income 605 328
Provision for loan losses 5 5
---------- ------
Net interest income after provision for loan losses 600 323
---------- ------
Noninterest income:
Gain (loss) on sale of investment - -
Other income - 6
Loan fees and service charges 3 2
---------- ------
Total noninterest income 3 8
---------- ------
Operating income 603 331
---------- ------
Noninterest expense:
Compensation and benefits 100 82
Occupancy 7 9
Advertising 2 1
Furniture and equipment 7 6
Federal insurance premiums 156 13
Professional services 23 7
Data processing 17 16
Stationery, communications, and other operating
expense 11 8
Directors' fees and expenses of directors, officers, and
employees 23 23
---------- ------
Total noninterest expense 346 165
---------- ------
Income before income taxes 257 166
---------- ------
Income taxes:
Current 101 68
Deferred (3) (3)
---------- ------
Total income taxes 98 65
---------- ------
Net income $ 159 $ 101
========== ======
Net earnings per share $ .06 N/A
========== ======
Weighted-average shares outstanding 2,465,957 N/A
========== ======
Dividends per share $ .00 N/A
========== ======
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 5
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statement of Stockholders' Equity
(Dollars in Thousands)
<TABLE>
<CAPTION>
Unrealized Gain
(Loss) on Securities
Available
Additional Unearned for Sale, Net of
Common Paid-in ESOP Applicable Deferred Retained
Stock Capital Compensation Income Taxes Earnings
----------- -------------- -------------- ---------------------- -------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Balance at
June 30, 1996 $2,562 $17,225 $(713) $227 $10,047
Net income - - - - 159
Purchase of treasury stock - - - - -
Amortization of unearned ESOP compensation - - 15 - -
Change in unrealized gain (loss) on
securities available for sale, net of
applicable deferred income taxes - - - 60 -
------ ------- ------ ------ -------
Balance at September 30, 1996 $2,562 $17,225 $(698) $287 $10,206
------ ------- ------ ------ -------
<CAPTION>
Total
Treasury Stockholders'
Stock Equity
-------------- ----------------
<S> <C> <C>
Balance at
June 30, 1996 $ - $29,348
Net income - 159
Purchase of treasury stock (283) (283)
Amortization of unearned ESOP compensation - 15
Change in unrealized gain (loss) on
securities available for sale, net of
applicable deferred income taxes - 60
----- -------
Balance at September 30, 1996 $(283) $29,299
----- -------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 6
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
-------------
1996 1995
---- ----
(Unaudited)
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 159 $ 101
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for depreciation 8 8
Provision for loan losses 5 5
Amortization of premiums, discounts and fees -- net (30) (8)
ESOP expenses 15 -
Increase (decrease) in income taxes payable 66 (12)
Provision for (reduction of) deferred income taxes (3) (3)
(Increase) decrease in interest receivable (69) (6)
Net increase (decrease) in accrued/other liabilities 130 8
Net (increase) decrease in prepaid expense and
other assets (1) (35)
Loss (gain) on investments - -
-------- -------
Net cash provided by operating activities 280 (58)
-------- -------
Cash Flows from Investing Activities:
Purchase of Federal Home Loan Bank stock - -
Proceeds from sale of Federal Home Loan Bank stock - -
Proceeds from sales/maturities of investment securities 3,235 90
Purchase of investment securities (4,180) -
Net (increase) decrease in loans (388) (470)
Principal payments collected on mortgage-backed
securities 29 65
Purchase of fixed assets - -
Investment in real estate in judgment - -
Proceeds from real estate in judgment - -
-------- -------
Net cash (used) by investing activities (1,304) (315)
-------- -------
Cash Flows from Financing Activities:
Repayments of short-term borrowing - -
Proceeds from short-term borrowing - -
Increase (decrease) in advance payments by borrowers - (172)
Increase (decrease) in deposit accounts 42 (42)
Purchase of treasury stock (283) -
-------- -------
Net cash (used) by financing activities (241) (214)
-------- -------
Increase (decrease) in cash and cash equivalents (1,265) (471)
Cash and Cash Equivalents at beginning 4,055 777
-------- -------
Cash and Cash Equivalents at end $ 2,790 $ 306
======== =======
Supplemental Cash Flow Information
Cash paid during the period for:
Interest on deposit accounts $ 39 $ 49
Income taxes 35 80
Interest on borrowings - -
</TABLE>
4
<PAGE> 7
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows, Continued
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
-------------
1996 1995
---- ----
(Unaudited)
<S> <C> <C>
Noncash investing activities:
Loans transferred to foreclosed properties and real
estate in judgment $ - $ -
Total increase in unrealized gain on securities available
for sale 98 148
</TABLE>
Accounting Policies Note: Cash equivalents include demand deposits at other
financial institutions and the Federal Home Loan Bank.
See accompanying notes to consolidated financial statements.
5
<PAGE> 8
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
1. The information contained in the accompanying consolidated financial
statements is unaudited. In the opinion of management, the financial
statements contain all adjustments (none of which were other than normal
recurring entries) necessary for a fair statement of the results of
operations for the interim periods. The results of operations for the
interim periods are not necessarily indicative of the results which may be
expected for the entire fiscal year. The accompanying consolidated
financial statements should be read in conjunction with the consolidated
financial statements for the year ended June 30, 1996 contained in the
Annual Report to stockholders and as an exhibit filed with Form 10-KSB.
2. A special one-time Federal Deposit Insurance Assessment was assessed
against the Bank as of September 30, 1996. The date of enactment of
legislation by U.S. Congress to recapitalize the Savings Association
Insurance Fund. The assessment is 65.7 cents per $100 of deposits on
March 31, 1995. For the Bank, this amounted to a charge against earnings
of $144,000. The after-tax impact on earnings amounted to $87,000.
Starting in 1997, deposit insurance premiums are expected to decrease by
approximately 72% due to the recapitalization of the insurance fund.
3. The Company initiated a stock repurchase program upon approval by the FDIC
of up to 5% of common stock issued in the Company's initial common stock
offering. During September, 1996, the Company repurchased 33,845 shares
of common stock at a price of $8.375 per share.
4. Earnings per share are based on the weighted-average shares outstanding.
Earnings per share are not presented for the three months ended September
30, 1995, as Reliance Bancshares, Inc. first issued stock on April 18,
1996. ESOP shares which have been committed to be released are considered
outstanding.
5. The Company announced on October 25, 1996 the Board of Directors of the
Company authorized payment of a special distribution of $3.00 per share
payable on November 15, 1996 to shareholders of record on November 6,
1996.
6
<PAGE> 9
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
General
Reliance Bancshares, Inc. (Company) has no significant assets other than common
stock of Reliance Savings Bank (Bank), cash and cash equivalents, securities
and the loan to the ESOP. The Company's principal business is the business of
the Bank. Therefore, the information in the Management's Discussion and
Analysis of Financial Condition and Results of Operations relates to the Bank
and its operations.
Certain statement in this report which relate to the Company's plans,
objectives or future performance, may be deemed to be forward-looking
statements within the meaning of Private Securities Litigation Act of 1996.
Such statements are based on management's current expectations. Actual
strategies and results in future periods may differ materially from those
currently expected because of various risks and uncertainties. Additional
discussion of factors affecting the Company's business and prospects is
contained in periodic filings with the Securities and Exchange Commission.
Liquidity and Capital Resources
The Bank's principal sources of funds are cash receipts from deposits,
principal collections on loans and mortgage-backed and related securities,
proceeds from maturities of securities, and net earnings. The Bank has an
agreement with the Federal Home Loan Bank to provide cash advances, should the
need for additional funds be required. The financial institution industry
historically has accepted interest rate risk as a part of its operating
philosophy. The Bank continues to actively manage its interest rate risk, with
strategies such as originating mortgage loans which permit adjustment of the
interest rate annually after an initial fixed-rate term of three years in order
to reduce inherent interest rate risk.
The Bank is required to maintain minimum amounts of capital to total
"risk-weighted" assets, as defined by the banking regulators. At September 30,
1996, the Bank is required to have a minimum 3% Tier 1 capital to total assets,
a minimum 4% Tier 1 capital to risk-weighted assets ratio and a minimum 8% of
qualifying total capital to risk-weighted assets ratio. The Bank's actual
ratios at that date were 49.05%, 90.78% and 91.41%, respectively.
Wisconsin-chartered savings banks are also required to maintain a minimum
capital to assets ratio of 6%. The Bank's capital exceed all minimum standards
required by federal and state regulations.
For regulatory purposes, liquidity is measured as a ratio of cash and certain
investments to withdrawable deposits and short-term borrowings. The minimum
level of liquidity required by regulation is presently 5%. The Bank's
liquidity ratio was over 75% at September 30, 1996.
There were no commitments to originate mortgage loans at September 30, 1996.
Financial Condition
Proceeds from sale and maturity of securities were used to fund loans and
purchase securities. An unrealized gain on securities available for sale net
of tax effect, of $287,000 has been recognized as a component of stockholders'
equity as of September 30, 1996. Debt securities of the Company remain in the
held to maturity classification. Stockholders' equity is expected to increase
or decrease in the future to the extent, net of income tax effect, that the
market value of securities held for sale increase or decrease.
Accrued interest of loans and securities increased and accrued interest on
certificates of deposit decreased due to timing of interest receipts. Other
assets and income taxes payable fluctuated due to timing of corporate income
tax payments. Advances from borrowers for taxes and insurance are no longer
required by the Bank.
7
<PAGE> 10
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
Net Earnings
The Company had net earnings of $159,000 for the three months ended September
30, 1996 compared to net earnings of $101,000 for the three months ended
September 30, 1995. The primary reason for the improvement in net earnings was
due to increased income on loans and investment securities, offset by higher
federal insurance premiums, higher professional services, and higher
compensation related to stock benefit plans. The Bank established an Employee
Stock Ownership Plan (ESOP) in connection with the conversion from mutual to
stock form. Net earnings for the 1996 period was also affected by lower
interest expense and lower noninterest income.
The federal insurance premiums are a special one-time, industry-wide assessment
by the Federal Deposit Insurance Corporation (FDIC) to recapitalize the Savings
Association Insurance Fund (SAIF) at a rate of 65.7 basis points per $100 of
SAIF-assessable deposits held as of March 31, 1995. After the assessment, the
SAIF insurance premium will be reduced from 23 basis points to 6.4 basis points
per $100 of SAIF-assessable deposits for the years 1997 through 1999, with a
further reduction in the premium to 2.43 basis points per $100 of
SAIF-assessable deposits scheduled to begin in the year 2000. The special
assessment resulted in an after-tax charge to net income of $87,000, or $.04
per share, for the three months ended September 30, 1996.
Net Interest Income
Net interest income increased from $328,000 for the three months ended
September 30, 1995 to $605,000 for the three months ended September 30, 1996.
The increase in interest income was due to higher interest income on loans and
investment securities. Interest income on loans increased as a result of a
higher portfolio yield and average balance. Interest income on investment
securities increased due to a large increase in the average balance as a result
of Conversion proceeds being invested, which offset a lower portfolio yield.
Interest expense on deposits decreased for the three months ended September 30,
1996 as compared to the same period in 1995 due to a lower average balance and
a lower weighted-average rate.
Provision for Loan Losses
Provision for loan losses is based upon management's consideration of economic
conditions which may affect the ability of borrowers to repay the loans.
Management also reviews individual loans for which full collectibility may not
be reasonably assured and considers, among other matters, the risks inherent in
the Bank's portfolio and the estimated fair value of the underlying collateral.
This evaluation is ongoing and results in variations in the Bank's provision
for loan losses. There were no nonperforming loans at September 30, 1996 and
1995, respectively. As a result of this evaluation, the Bank's provision for
loan losses for the three months ended September 30, 1996 and 1995 amounted to
$5,000.
Noninterest Income
Noninterest income decreased from $8,000 for the three months ended September
30, 1995 to $3,000 for the three months ended September 30, 1996 due to a
decrease in other noninterest income partially offset by higher loan fees and
service charges.
8
<PAGE> 11
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
Noninterest Expense
Noninterest expense increased from $165,000 for the three months ended
September 30, 1995 to $346,000 for the three months ended September 30, 1996.
The majority of the increase resulted from the special one-time FDIC assessment
of $144,000 as of September 30, 1996. Deposit insurance premiums are expected
to decrease substantially in future periods. Professional services increased
from $7,000 in 1995 to $23,000 in 1996. The 1996 professional fees include
initial services for stock benefit plans and assistance with periodic
securities filings. Management expects ongoing professional fees to be reduced
from the 1996 level. Compensation and benefits increased from $82,000 for the
three months ended September 30, 1995 to $100,000 for the three months ended
September 30, 1996 due to implementation of the ESOP in connection with the
stock conversion.
Income Taxes
Income taxes fluctuated due to the level of pre-tax earnings.
9
<PAGE> 12
RELIANCE BANCSHARES, INC. AND SUBSIDIARY
PART II - Other Information
Item 1 - Legal Proceeding
There are no material legal proceedings to which the Holding Company or the
Bank is a party or of which any of their property is subject. From time to
time, the Bank is a party to various legal proceedings incident to its
business.
Item 2 - Changes in Securities
None.
Item 3 - Defaults upon Senior Securities
Not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders
None.
Item 5 - Other Information
None.
Item 6 - Exhibits and Reports on Form 8-K.
a) Exhibits: none
b) Reports on Form 8-K: No reports on Form 8-K have been filed during the
quarter for which this report is filed.
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.
RELIANCE BANCSHARES, INC.
(Registrant)
DATE: November 11, 1996 BY:
----------------- ------------------------------------
Allan T. Bach, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
DATE: November 11, 1996 BY:
----------------- ------------------------------------
Carol A. Barnharst, Vice-President
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
10
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 286
<INT-BEARING-DEPOSITS> 2,504
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 11,911
<INVESTMENTS-CARRYING> 8,965
<INVESTMENTS-MARKET> 9,011
<LOANS> 23,340
<ALLOWANCE> 131
<TOTAL-ASSETS> 47,987
<DEPOSITS> 18,242
<SHORT-TERM> 0
<LIABILITIES-OTHER> 446
<LONG-TERM> 0
0
0
<COMMON> 2,562
<OTHER-SE> 26,737
<TOTAL-LIABILITIES-AND-EQUITY> 47,987
<INTEREST-LOAN> 521
<INTEREST-INVEST> 315
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 836
<INTEREST-DEPOSIT> 231
<INTEREST-EXPENSE> 231
<INTEREST-INCOME-NET> 605
<LOAN-LOSSES> 5
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 346
<INCOME-PRETAX> 257
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 159
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
<YIELD-ACTUAL> 7.10
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 126
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 131
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 131
</TABLE>
