<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[x] Quarterly Report pursuant to Section 13 or 15 (d)
Of The Securities Exchange Act of 1934
[ ] For the Six Months Ended June 30, 1997
Commission File Number 0-28864
PS Financial, Inc.
(Exact name of the registrant as specified in its charter)
Delaware 36-4101473
(State of incorporation) (I.R.S. Employer Identification Number)
4800 South Pulaski Road, Chicago, Illinois 60632
(Address of principal executive offices)
(773) 376-3800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No (First Filing Pursuant to Rule 15d-13(a))
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of the latest practicable date.
Class: SHARES OUTSTANDING at August 13, 1997
- ------ -------------------------------------
Common Stock, $.01 par value 2,009,486
<PAGE>
PS Financial, Inc.
Form 10-QSB
Six Months Ended June 30, 1997
Part I - Financial Information
<TABLE>
<CAPTION>
ITEM 1 - FINANCIAL STATEMENTS (Unaudited) Page
<S> <C>
Condensed Consolidated Statements of Financial Condition at June 30,
1997 and December 31, 1996 3
Condensed Consolidated Statements of Income for the three months and
six months ended June 30, 1997 and 1996 4
Condensed Consolidated Statements of Changes in Stockholders' Equity
for the six months ended June 30, 1997 and 1996 5
Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 1997 and 1996 6
Notes to the Condensed Consolidated Financial Statements as of
June 30, 1997 8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE>
PS FINANCIAL, INC.
CHICAGO, ILLINOIS
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
June 30, 1997 and December 31, 1996
(Dollars in thousands, expect per share data)
(Unaudited)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------- ------------
<S> <C> <C>
ASSETS
Cash on hand and in banks $ 411 $ 579
Interest-bearing deposit accounts in other financial institutions 4,292 8,179
-------- --------
Total cash and cash equivalents 4,703 8,758
Interest-bearing term deposits in other financial institutions 159 248
Securities available-for-sale 31,411 24,080
Mortgage-backed securities available-for-sale 8,469 4,702
Loans receivable, net 36,415 35,943
Federal Home Loan Bank stock 362 362
Premises and equipment, net 449 461
Accrued interest receivable 663 477
Other assets 31 102
-------- --------
Total assets $ 82,662 $ 75,133
======== ========
LIABILITIES AND EQUITY
Liabilities
Deposits $ 42,025 $ 42,203
FHLB Advances 4,500 0
Advances from borrowers for taxes and insurance 522 477
Accrued interest payable and other liabilities 3,635 306
-------- --------
Total liabilities 50,682 42,986
Equity
Common stock $0.01 par value per share, 2,500,000 shares authorized;
2,182,125 issued and outstanding 22 22
Additional paid-in capital 21,170 21,170
Retained earnings, substantially restricted 13,343 12,669
Unearned ESOP shares (1,691) (1,691)
Unearned RRP shares (881) 0
Net unrealized gain (loss) on securities available-for-sale, net 17 (23)
of tax
-------- --------
Total equity 31,980 32,147
-------- --------
Total liabilities and equity $ 82,662 $ 75,133
======== ========
</TABLE>
3
<PAGE>
PS FINANCIAL, INC.
CHICAGO, ILLINOIS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months Ended Three months ended
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income
Loans $1,618 $1,646 $ 814 $ 831
Securities 873 365 502 182
Mortgage-backed securities 267 123 138 59
Other 110 86 35 44
-------- -------- -------- --------
Total interest income 2,868 2,220 1,489 1,116
Interest expense
Deposits 859 868 435 432
Other borrowings 40 0 40 0
-------- -------- -------- --------
Total interest expense 899 868 475 432
-------- -------- -------- --------
Net interest income 1,969 1,352 1,014 684
Provision for loan losses 0 50 0 50
-------- -------- -------- --------
Net interest income after provision for loan 1,969 1,302 1,014 634
Noninterest income
Net gain (loss) on sale of securities (3) 0 (9) 0
Other 35 32 17 18
-------- -------- -------- --------
Total noninterest income 32 32 8 18
Noninterest expense
Compensation and benefits 362 221 196 107
Occupancy and equipment expense 65 57 33 31
Data processing 25 23 11 11
Federal insurance premiums 14 47 7 23
Professional Fees 66 1 47 0
Other 93 92 51 58
-------- -------- -------- --------
Total noninterest expense 625 441 345 230
-------- -------- -------- --------
Income before income tax expense 1,376 893 677 422
Income tax expense 528 357 259 174
-------- -------- -------- --------
Net income $ 848 $ 536 $ 418 $ 248
======== ======== ======== ========
Earnings per share $ 0.42 $ 0.21
========= ==========
Average shares outstanding 2,009,486 2,009,486
========= ==========
</TABLE>
4
<PAGE>
PS FINANCIAL, INC.
CHICAGO, ILLINOIS
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands, except per share data)
(Unaudited)
- --------------------------------------------------------------------------------
Six Months Ended June 30 1997 1996
- --------------------------------------------------------------------------------
Common Shares
Balance at beginning of year 22 0
- --------------------------------------------------------------------------------
Balance at June 30 22 0
- --------------------------------------------------------------------------------
Additional Paid-In Capital
Balance at beginning of year 21,170 0
- --------------------------------------------------------------------------------
Balance at June 30 21,170 0
- --------------------------------------------------------------------------------
Retained Earnings, Substantially Restricted
Balance at beginning of year 12,669 11,667
Net income for the period 848 536
Dividends declared (174) 0
- --------------------------------------------------------------------------------
Balance at June 30 13,343 12,203
- --------------------------------------------------------------------------------
Unearned ESOP Shares
Balance at beginning of year (1,691) 0
- --------------------------------------------------------------------------------
Balance at June 30 (1,691) 0
- --------------------------------------------------------------------------------
Unearned RRP Shares
Balance at beginning of year 0 0
- --------------------------------------------------------------------------------
Balance at June 30 (881) 0
- --------------------------------------------------------------------------------
Unrealized gain (loss) on securities available-for-sale
Balance at beginning of year (23) 57
Change in unrealized gain (loss) on securities
available-for-sale net of tax 40 (210)
- --------------------------------------------------------------------------------
Balance at June 30 17 (153)
- --------------------------------------------------------------------------------
Total Shareholders' Equity 31,980 12,050
- --------------------------------------------------------------------------------
5
<PAGE>
PS FINANCIAL, INC.
CHICAGO, ILLINOIS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Six months ended
June 30,
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities
Net income $848 $536
Adjustments to reconcile net income to net cash from operating activities
Depreciation 24 16
Amortization of premiums and discounts on investment and
mortgage-backed securities, net (37) 12
Net gain on sales of securities available-for-sale (3) 0
RRP expense 15 0
Change in
Deferred loan origination fees (18) (19)
Accrued interest receivable and other assets (115) (34)
Other liabilities and deferred income taxes (372) (56)
------ ------
Net cash provided by operating activities 1,092 611
Cash flows from investing activities
Proceeds from sale of securities available-for-sale 7,989 0
Proceeds from sale of mortgage-backed securities available-for-sale 1,014 0
Purchase of Federal Home Loan Bank Stock 0 (21)
Proceeds from repayment of securities available-for-sale 466 345
Proceeds from maturities of securities available-for-sale 2,250 3,000
Purchase of securities available-for-sale (16,505) (4,508)
Purchase of mortgage-backed securities available-for-sale (4,176) (991)
Net decrease in interest-bearing term deposits in other financial
institutions 89 0
Net change in loans (454) (1,494)
Capital expenditures, net (13) (9)
------ ------
Net cash used in investing activities (9,340) (3,678)
Cash flows from financing activities
Net increase (decrease) in deposits (178) 1,116
Dividends Paid (174) 0
Borrowings from FHLB 4,500 0
Net decrease in advance payments by borrowers for insurance and taxes 45 68
------ ------
Net cash provided by (used in) financing activities 4,193 1,184
Decrease in cash and cash equivalents (4,055) (1,883)
Cash and cash equivalents at beginning of period 8,758 3,754
------ ------
Cash and cash equivalents at end of period $4,703 $1,871
====== ======
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest $ 860 $ 868
Income taxes 486 381
</TABLE>
6
<PAGE>
PS FINANCIAL, INC.
CHICAGO, ILLINOIS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB. Accordingly,
they do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the opinion of management, the unaudited consolidated financial statements
contain all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the financial condition of PS Financial, Inc. as of
June 30, 1997 and 1996, and the results of its operations for the three month
and six month periods then ended.
NOTE 2 - CONVERSION
On November 26, 1996, Preferred Savings Bank ("Bank") converted from a state
chartered mutual savings bank to a federally chartered stock savings bank. The
Bank issued all of its common stock to PS Financial, Inc. ("Company") and at the
same time the Company issued 2,182,125 shares of common stock at $10.00 per
share to the ESOP, certain depositors of the Bank, and certain members of the
general public, all pursuant to a plan of conversion ("Conversion").
The ESOP purchased 174,570 shares of common stock representing 8% of the total
issued shares. The ESOP borrowed $1,745,700 from the Company to purchase the
stock using the stock as collateral for the loan. The loan is to be repaid
principally from the Bank's contributions to the ESOP over a period of up to 40
years.
NOTE 3 - CAPITAL REQUIREMENTS
Pursuant to federal regulations, savings institutions must meet three separate
capital requirements. The following is a summary of the Bank's regulatory
capital at June 30, 1997.
<TABLE>
<CAPTION>
Tangible Core Risk based
Capital Capital Capital
-------- ------- -------
(In thousands)
<S> <C> <C> <C>
Regulatory capital $22,805 $22,805 $22,991
Minimum capital requirement 1,128 2,255 2,253
-------- ------- -------
Excess regulatory capital over minimum requirement $21,677 $20,550 $20,738
======== ======= =======
</TABLE>
7
<PAGE>
PS FINANCIAL, INC.
CHICAGO, ILLINOIS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Comparison of Financial Condition at June 30, 1997 and December 31, 1996
Total assets increased $7.6 million to $82.7 million from December 31, 1996 to
June 30, 1997 primarily as a result of an increase in securities and
mortgage-backed securities available-for-sale, financed with FHLB advances.
The Bank's net loans receivable increased by $472,000 from $35.9 million at
December 31, 1996 to $36.4 million at June 30, 1997. Interest bearing term
deposits decreased $89,000 from $248,000 at December 31, 1996 to $159,000 at
June 30, 1997.
Securities available-for-sale increased by $7.3 million from $24.1 million at
December 31, 1996 to $31.4 million at June 30, 1997. In addition, mortgage
backed securities increased by $3.8 million from $4.7 million at December 31,
1996 to $8.5 million at June 30, 1997. These increases were mainly offset by a
decrease in cash and cash equivalents of $4.1 million from $8.7 million at
December 31, 1996 to $4.7 million at June 30, 1997, as conversion proceeds were
invested in higher yielding assets. FHLB advances, with terms of 6 months to 1
year, totalling $4.5 million were also utilized in increasing the balances of
securities available-for-sale and mortgage-backed securities. The securities
purchased mature primary in 5 to 7 years, but are available in 6 to 12 months.
Total liabilities at June 30, 1997 were $50.7 million compared to $43.0 million
at December 31, 1996, an increase of $7.7 million. The increase of $7.9 million
in other liabilities was primarily due to an increase of $4.5 million in FHLB
advances, $2.1 million in security transactions, to settle in July, 1997, and a
$896,000 liability for the purchase of R.R.P. shares in the market.
Equity at June 30, 1997 was $32.0 million compared to $32.1 million at December
31, 1996, an decrease of $167,000, or 1.0%, due primarily to costs associated
with the implementation of the RRP of $881,000 and the payment of $175,000 in
dividends, partially offset by net earnings of $848,000 and a change in the
unrealized loss on securities available-for-sale of $40,000.
Comparison of Operating Results for the Three Months Ended June 30, 1997 and
June 30, 1996.
General
Net earnings for the three months ended June 30, 1997 were $418,000, an increase
of $169,000, or 68.2%, from net earnings of $249,000 for the three months ended
June 30, 1996. The increase in net earnings is primarily due to the increase in
the net interest margin resulting from the investment of cash proceeds from the
issuance of common stock in the conversion from a mutual savings bank to a stock
savings bank.
Interest Income
Interest income for the three months ended June 30, 1997 was $1.5 million
compared to $1.1 million for the three months ended June 30, 1996, an increase
of $373,000, or 33.4%. The increase in interest income was the result of an
$24.8 million increase in the average balance of interest-earning assets
primarily due to an increase in the average balance of securities
available-for-sale and mortgage-backed securities. The increase in the average
balance was aided by increased yields obtained on investment securities,
although this gain was partially offset by a decrease in yield on mortgage loans
for the three months ended June 30, 1997. The decrease in loan yields were
primarily the result of repayments on higher-yielding 15 year mortgages being
replaced by lower-yielding balloon mortgages.
Interest Expense
Interest expense for the three months ended June 30, 1997 was $475,000 compared
to $431,000 for the three months ended June 30, 1996, an increase of $43,000, or
10.0%. The increase of interest expense was primarily due to addition of $4.5
million in FHLB advances. An increase in the average balance of interest-bearing
deposit for the three months ended June 30, 1997 compared to the three months
ended June 30, 1996 was partially offset by a decrease in the average cost of
funds for deposits. The decrease in the cost of funds was primarily due to an
increase in lower-yielding passbook balances and a decline in higher yielding
time deposit balances.
8
<PAGE>
PS FINANCIAL, INC.
CHICAGO, ILLINOIS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Provision for Loan Losses
The Bank's provision for loan losses was zero for the three months ended June
30, 1997 compared to $50,000 for the three months ended June 30, 1996. At June
30, 1997, the Bank's allowance for loan losses totaled $186,000, or .5% of total
loans. The amount of the provision and allowance for estimated losses on loans
is influenced by current economic conditions, actual loss experience, industry
trends and other factors, such as adverse economic conditions, including
declining real estate values, in the Bank's market area. In addition, various
regulatory agencies, as an integral part of their examination process,
periodically review the Bank's allowance for loan losses. Such agencies may
require the Bank to provide additions to the allowance based upon judgments
which differ from those of management. The absence of a loan loss provision for
the three months ended June 30, 1997 is indicative of management's assessment of
the adequacy of the allowance for loan losses, given the trends in historical
loss experience of the portfolio and current economic conditions, as well as the
fact that the majority of loans are single-family residential loans and the
loan-to-values are generally less than 80%. Although management uses the best
information available, future adjustments to the allowance may be necessary due
to economic, operating, regulatory and other conditions that may be beyond the
Bank's control.
Past due loan balances over sixty days at June 30, 1997 increased to $769,000
compared to $686,000 at December 31, 1996. Non-accruing loans at June 30, 1997
totaled $491,000 compared to $268,000 at June 30, 1996.
Noninterest Income
Noninterest income for the three months ended June 30, 1997 was $8,000 compared
to $18,000 for the three months ended June 30, 1997. The decrease was primarily
due to a net loss of $9,000 on sales of securities in 1997.
Noninterest Expense
Noninterest expense was $345,000 for the three months ended June 30, 1997
compared to $230,000 for the three months ended June 30, 1996, an increase of
$115,000. The increase was primarily a result of a $89,000 increase in
compensation and benefits, including the implementation of an E.S.O.P. and
R.R.P., and a severance payment of $40,000 upon the departure of an executive
officer and an increase of $47,000 in professional expenses in connection with
being a public company, offset in part by a $16,000 decrease in Federal deposit
insurance premiums.
Income Taxes
Income taxes were $259,000 for the three months ended June 30, 1997 compared to
$174,000 for the three months ended June 30, 1996, an increase of $85,000, or
48.1%. The increase was primarily a result of a $255,000 increase in pretax
earnings.
Comparison of Operating Results for the Six Months Ended June 30, 1997 and June
30, 1996.
General
Net earnings for the six months ended June 30, 1997 were $848,000, an increase
of $312,000, or 58.1%, from net earnings of $536,000 for the six months ended
June 30, 1996. The increase in net earnings is primarily due to the increase in
the net interest margin resulting from the investment of cash proceeds from the
issuance of common stock in the conversion from a mutual savings bank to a stock
savings bank.
9
<PAGE>
PS FINANCIAL, INC.
CHICAGO, ILLINOIS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Interest Income
Interest income for the six months ended June 30, 1997 was $2.9 million compared
to $2.2 million for the six months ended June 30, 1996, an increase of $648,000,
or 29.2%. The increase in interest income was the result of an $13.6 million
increase in the average balance of interest-earning assets primarily due to an
increase in the average balance of securities available-for-sale and
mortgage-backed securities. The increase in the average balance was aided by
increased yields obtained on investment securities, although this gain was
partially offset by a decrease in yield on mortgage loans for the six months
ended June 30, 1997. The decrease in loan yields were primarily the result of
repayments on higher-yielding 15 year mortgages being replaced by lower-yielding
balloon mortgages.
Interest Expense
Interest expense for the six months ended June 30, 1997 was $899,000 compared to
$868,000 for the six months ended June 30, 1996, an increase of $31,000, or
3.6%. The increase of interest expense was primarily due to addition of FHLB
advances. An increase in the average balance of interest-bearing deposit for the
six months ended June 30, 1997 compared to the six months ended June 30, 1996
was partially offset by a decrease in the average cost of funds for deposits.
The decrease in the cost of funds was primarily due to an increase in
lower-yielding passbook balances and a decline in higher yielding time deposit
balances.
Provision for Loan Losses
The Bank's provision for loan losses was zero for the six months ended June 30,
1997 compared to $50,000 for the six months ended June 30, 1996. At June 30,
1997, the Bank's allowance for loan losses totaled $186,000, or .5% of total
loans. The amount of the provision and allowance for estimated losses on loans
is influenced by current economic conditions, actual loss experience, industry
trends and other factors, such as adverse economic conditions, including
declining real estate values, in the Bank's market area. In addition, various
regulatory agencies, as an integral part of their examination process,
periodically review the Bank's allowance for loan losses. Such agencies may
require the Bank to provide additions to the allowance based upon judgments
which differ from those of management. The absence of a loan loss provision for
the six months ended June 30, 1997 is indicative of management's assessment of
the adequacy of the allowance for loan losses, given the trends in historical
loss experience of the portfolio and current economic conditions, as well as the
fact that the majority of loans are single-family residential loans and the
loan-to-values are generally less than 80%. Although management uses the best
information available, future adjustments to the allowance may be necessary due
to economic, operating, regulatory and other conditions that may be beyond the
Bank's control.
Past due loan balances over sixty days at June 30, 1997 increased to $769,000
compared to $686,000 at December 31, 1996. Non-accruing loans at June 30, 1997
totaled $491,000 compared to $268,000 at June 30, 1996.
Noninterest Income
Noninterest income for the six months ended June 30, 1997 was $32,000 compared
to $32,000 for the six months ended June 30, 1997. An increase in other
non-interest income was offset by a net loss of $3,000 on sales of securities in
1997.
Noninterest Expense
Noninterest expense was $625,000 for the six months ended June 30, 1997 compared
to $441,000 for the six months ended June 30, 1996, an increase of $184,000. The
increase was primarily a result of a $141,000 increase in compensation and
benefits, including the implementation of an E.S.O.P. and R.R.P., and a
severance payment of $40,000 upon the departure of an executive officer and an
increase of $65,000 in professional expenses in connection with being a public
company, offset in part by a $33,000 decrease in Federal deposit insurance
premiums.
10
<PAGE>
PS FINANCIAL, INC.
CHICAGO, ILLINOIS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Income Taxes
Income taxes were $528,000 for the six months ended June 30, 1997 compared to
$357,000 for the six months ended June 30, 1996, an increase of $171,000, or
48%. The increase was primarily a result of a $483,000 increase in pretax
earnings.
Impact of New Accounting Standards
In June 1996, the FASB issued Statement of Financial Accounting Standards No.
125 ("SFAS No. 125"), "Accounting for Transfers and Extinguishments of
Liabilities." SFAS No. 125 provides accounting and reporting standards for
transfers and servicing of financial assets and extinguishments of liabilities.
SFAS No. 125 requires a consistent application of a financial-components
approach that focuses on control. Under that approach, after a transfer of
financial assets, an entity recognizes the financial and servicing assets it
controls and the liabilities it has incurred, and derecognizes liabilities when
extinguished. SFAS No. 125 also supersedes SFAS No. 122 and requires that
servicing assets and liabilities be subsequently measured by amortization in
proportion to and over the period of estimated net servicing income or loss and
requires assessment for asset impairment or increases obligation based on their
fair values. SFAS No. 125 applies to transfers and extinguishments occurring
after December 31, 1996, and early or retroactive application is not permitted.
Because the volume and variety of certain transactions will make it difficult
for some entities to comply, some provisions have been delayed by SFAS No. 127.
The adoption of SFAS No. 125 did not have a material impact on the results of
operations or financial conditions of the Bank.
On March 3, 1997, the Financial Accounting Standards Board (FASB) issued
Statement 128, "Earning Per Share", which is effective for financial statements
beginning with year end 1997. Statement 128 simplifies the calculation of
earnings per share (EPS) by replacing primary EPS with basic EPS. It also
requires dual presentation of basic EPS and diluted EPS for entities with
complex capital structures. Basic EPS include no dilution and is computed by
dividing income available to common shareholders by the weighted-average common
shares outstanding for the period. Diluted EPS reflects the potential dilution
of securities that could share in earnings, such as stock options, warrants or
other common stock equivalents. The Company expects Statement 128 to have little
impact on its earnings per share calculations in future years, other than
changing terminology from primary EPS to basic EPS. All prior period EPS data
will be restated to conform with the new presentation.
Safe Harbor Statement
This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for purpose of these safe harbor
provisions. Forward-looking statements, which are based on certain assumption
and describe future plans, strategies and expectations of the Company, are
generally identifiable by use of the words "believe", "expect", "intend",
"anticipate", "estimate", "project"" or similar expressions. The Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a material adverse affect on the
operations and future prospects of the Company and the subsidiaries include, but
are not limited to, changes in: interest rates, general economic conditions,
legislative / regulatory changes, monetary and fiscal policies of the U.S.
Government, including policies of the U.S. Treasury and the Federal Reserve
Board, the quality or composition of the loan or investment portfolios, demand
for loan products, deposit flows, competition, demand for financial services in
the Company's market area and accounting principles, policies and guidelines.
These risks and uncertainties should be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. Further
information concerning the Company and its business, including additional
factors that could materially affect the Company's financial results, is
included in the Company's filings with the Securities and Exchange Commission.
11
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The Company's annual meeting of stockholders was held on May
28, 1997. At the meeting, Jeanine M. McInerney and Rocco
DiIorio were elected for terms to expire in 2000. The votes
cast for and withheld from each such director were as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Director For Withheld/Abstain Broker Non-Votes
-------- --------- ---------------- ----------------
Jeanine M. McInerney 2,006,774 57,102 0
Rocco DiIorio 2,046,198 17,678 0
</TABLE>
Also at the annual meeting, proposals to (i) ratify the
Company's 1997 Employee Stock Option and Incentive Plan (ii)
ratify the Company's 1997 Recognition and Retention Plan and
(iii) ratify the appointment of Crowe, Chizek and Company,
LLP as independent auditors for the fiscal year ending
December 31, 1997, were approved. The votes cast for and
against these proposals, and the number of abstentions and
broker non-votes with respect to each of these proposals,
were as follows:
<TABLE>
<CAPTION>
Approval of 1997 Employee Stock Option and Incentive Plan
---------------------------------------------------------
<S> <C> <C> <C>
For Against Abstentions Broker Non-Votes
--------- ------- ----------- ----------------
1,425,914 126,679 511,283 0
Approval of 1997 Recognition and Retention Plan
-----------------------------------------------
For Against Abstentions Broker Non-Votes
--------- ------- ----------- ----------------
1,311,683 234,154 518,039 0
Approval of Crowe, Chizek and Company, LLP as independent auditors for the fiscal year ending December 31, 1997
---------------------------------------------------------------------------------------------------------------
For Against Abstentions Broker Non-Votes
--------- ------- ----------- ----------------
2,013,098 33,500 17,278 0
</TABLE>
Item 5. Other information
None
Item 6. Exhibits and Reports on Form 8-K
a. None
b. None
12
<PAGE>
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.
PS FINANCIAL, INC.
(Registrant)
Date: August 14, 1997 By: /s/Kimberly Rooney
-----------------------------------
Kimberly Rooney
Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 1997 By: /s/Jeffrey Przybyl
-----------------------------------
Jeffrey Przybyl
Chief Financial Officer
(Principal Financial and Accounting Officer)
13
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUATERTLY
REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED JUNE 30, 1997 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 410,594
<INT-BEARING-DEPOSITS> 4,292,164
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 31,411,216
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 36,415,457
<ALLOWANCE> 186,000
<TOTAL-ASSETS> 82,662,365
<DEPOSITS> 42,024,829
<SHORT-TERM> 4,500,000
<LIABILITIES-OTHER> 4,157,327
<LONG-TERM> 0
0
0
<COMMON> 21,821
<OTHER-SE> 31,958,388
<TOTAL-LIABILITIES-AND-EQUITY> 82,662,365
<INTEREST-LOAN> 1,618,383
<INTEREST-INVEST> 1,139,767
<INTEREST-OTHER> 110,285
<INTEREST-TOTAL> 2,868,435
<INTEREST-DEPOSIT> 859,054
<INTEREST-EXPENSE> 899,032
<INTEREST-INCOME-NET> 1,969,403
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 3,014
<EXPENSE-OTHER> 624,687
<INCOME-PRETAX> 1,375,695
<INCOME-PRE-EXTRAORDINARY> 1,375,695
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 847,845
<EPS-PRIMARY> $0.42
<EPS-DILUTED> $0.42
<YIELD-ACTUAL> 5.11
<LOANS-NON> 1,604,842
<LOANS-PAST> 4,176,596
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 186,000
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 186,000
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
