<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(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, 1997
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 number 0-4707
BEVERLY BANCORPORATION, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-4090152
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No. )
organization)
16345 South Harlem Avenue 60477
Tinley Park, Illinois (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (708) 614-5073
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
----- -----
As of September 30, 1997, 5,487,322 shares of the registrants common stock were
outstanding.
1
<PAGE>
BEVERLY BANCORPORATION, INC.
INDEX
PART 1. FINANCIAL INFORMATION
PAGE
----
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets at September 30, 1997
and December 31, 1996 3
Consolidated Statements of Income for the three-month and
nine-month periods ended September 30, 1997 and 1996 4
Consolidated Statements of Cash Flows for the nine-month
periods ended September 30, 1997 and 1996 6
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
2
<PAGE>
PART I. FINANCIAL INFORMATION - ITEM 1. FINANCIAL STATEMENTS
BEVERLY BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 (UNAUDITED) AND DECEMBER 31, 1996
(AMOUNTS IN THOUSANDS)
ASSETS
September 30, December 31,
1997 1996
------------- -------------
Cash and due from banks $29,606 $25,698
Funds sold 1,900 4,900
------- -------
Cash and cash equivalents 31,506 30,598
Investment securities:
Available-for-sale, at fair value 157,842 175,530
Held-to-maturity, at amortized cost (fair
value $28,476 and $30,703, respectively) 28,418 30,797
Loans 405,642 372,622
Less allowance for possible loan losses 4,063 4,020
-------- --------
Net loans 401,579 368,602
Premises and equipment, net 17,075 15,816
Accrued interest receivable 5,112 4,848
Other real estate 348 350
Intangible assets, net 811 1,021
Other assets 3,035 2,482
-------- --------
TOTAL ASSETS $645,726 $630,044
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Interest bearing $479,178 $469,397
Non-interest bearing 92,531 90,749
-------- --------
Total deposits 571,709 560,146
Securities sold under agreements to repurchase,
funds purchased and other short-term borrowings 2,210 2,542
Accrued expenses and other liabilities 4,827 5,410
-------- --------
TOTAL LIABILITIES 578,746 568,098
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share;
authorized 1,000,000 shares; no shares issued
and outstanding - -
Common stock, par value $.01 per share;
authorized 8,000,000 shares; issued and
outstanding 5,487,322 and 5,175,182 55 52
Additional paid-in capital 32,870 27,292
Retained earnings 36,013 36,607
Net unrealized gains(losses) on
available-for-sale securities 460 (207)
Note receivable - officer stockholders (2,418) (1,798)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 66,980 61,946
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $645,726 $630,044
-------- --------
-------- --------
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE>
BEVERLY BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- -------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans $8,661 $7,378 $24,778 $20,909
Interest on investment securities:
Taxable 2,359 2,958 7,486 8,941
Tax-exempt 541 537 1,523 1,338
Funds sold 13 55 188 518
------ ------ ------ ------
Total Interest Income 11,574 10,928 33,975 31,706
------ ------ ------ ------
Interest Expense:
Deposits 4,896 4,736 14,511 13,874
Securities sold under agreements to
repurchase, funds purchased, and
other short-term borrowings 121 105 319 247
Note payable - 126 - 495
------ ------ ------ ------
Total Interest Expense 5,017 4,967 14,830 14,616
------ ------ ------ ------
Net Interest Income 6,557 5,961 19,145 17,090
Provision for loan losses 180 40 180 115
------ ------ ------ ------
Net interest income after provision
for loan losses 6,377 5,921 18,965 16,975
------ ------ ------ ------
Other Income:
Income from fiduciary activities 571 505 1,657 1,503
Service charges on deposit accounts 1,036 987 3,013 3,159
Net gains on sales of investment
securities 193 5 570 40
Gains on sales of mortgage servicing
rights 203 - 486 -
Gains on sales of other real estate owned - - 140 -
Mortgage origination and servicing fees 141 60 349 372
Other 384 410 1,125 1,042
------ ------ ------ ------
Total Other Income 2,528 1,967 7,340 6,116
------ ------ ------ ------
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Operating Expenses:
Salaries and employee benefits 2,882 2,604 8,947 7,976
Occupancy 668 608 1,976 1,796
Equipment 493 406 1,283 1,203
Marketing and promotion 276 246 796 673
Computer systems and services 234 327 853 820
Outside services 152 127 564 277
Other 1,581 1,193 4,608 3,645
------ ------ ------ ------
Total Operating Expenses 6,286 5,511 19,027 16,390
------ ------ ------ ------
Income Before Income Taxes 2,619 2,377 7,278 6,701
Income Tax Expense 809 697 2,200 2,014
------ ------ ------ ------
NET INCOME $1,810 $1,680 $5,078 $4,687
------ ------ ------ ------
------ ------ ------ ------
Net Income Per Share $0.32 $ 0.35 $0.89 $ 1.05
------ ------ ------ ------
------ ------ ------ ------
Common and Common Equivalent Shares 5,684,782 4,831,726 5,673,820 4,474,080
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE>
BEVERLY BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
Nine Months Ended
September 30,
----------------------
1997 1996
---- -----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $5,078 $4,687
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for credit losses 180 115
Provision for depreciation and amortization 1,224 1,209
Investment security accretion and amortization, net 908 519
Deferred tax expense (29) (259)
Amortization of intangible assets 210 210
Realized investment security gains, net (570) (40)
Gains on sale of other real estate (140) -
Gain on sale of loan servicing rights (486) -
(Increase) in accrued interest receivable (264) (528)
(Increase) decrease in other assets (946) 531
Loans held for sale 768 1,464
Decrease in accrued expense and other liabilities (583) (939)
-------- --------
Net Cash Provided by Operating Activities 5,350 6,969
-------- --------
CASH FLOWS FROM INVESTMENT ACTIVITIES:
Investment securities available-for-sale:
Proceeds from sale or maturities of securities 54,367 53,421
Purchase of securities (35,918) (77,551)
Investment securities held-to-maturity:
Proceeds from maturities and call of securities 3,120 1,557
Purchase of securities (751) (2,710)
Net increase in loans (33,963) (42,552)
Purchase of premises and equipment (2,483) (2,683)
Proceeds from sale of other real estate and equipment 180 148
Proceeds from sale of loan servicing rights 486 -
-------- --------
Net Cash Used by Investment Activities (14,962) (70,370)
-------- --------
6
<PAGE>
BEVERLY BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------
1997 1996
------- -------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits $11,563 $30,256
Net (decrease) increase in securities sold under
agreements to repurchase, funds purchased and
other borrowings (332) 3,502
Principal reductions on note payable - (11,000)
Cash dividends paid (660) (662)
Proceeds from issuance of common stock 569 15,818
Proceeds from notes receivable - officer stockholders - 267
Issuance of notes receivable - officer stockholders (620) (385)
------- -------
Net Cash Provided by Financing Activities 10,520 37,796
------- -------
Increase (Decrease) in Cash and Cash Equivalents 908 (25,605)
Cash and Cash Equivalents at Beginning of Year 30,598 52,710
------- -------
Cash and Cash Equivalents at End of Period $31,506 $27,105
------- -------
------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid During the Year for:
Interest $14,394 $14,324
Income Taxes 1,850 2,000
Non-Cash Investing and Financing Activities:
Unrealized gains (losses) on available-for-sale securities 1,089 (3,909)
Net change in loans transferred to other real estate 42 382
Capital lease - 601
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
7
<PAGE>
BEVERLY BANCORPORATION, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the rules and
regulations of the Securities and Exchange Commission. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring items)
considered necessary for a fair presentation have been included. Operating
results for the three and nine month periods ended September 30, 1997 are not
necessarily indicative of the results that two weeks may be expected for the
year ended December 31, 1997. The year end condensed balance sheet data was
derived from audited financial statements. These financial statements should
be read in conjunction with the consolidated financial statements and
footnotes thereto included in the Company's annual report and 10-K as of
December 31, 1996.
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") has issued Statement
of Financial Accounting Standards No. 128, EARNINGS PER SHARE ("SFAS 128"),
which is effective for financial statements issued after December 15, 1997.
Early adoption of the new standard is not permitted. The new standard
eliminates primary and fully diluted earnings per share and requires
presentation of basic and diluted earnings per share together with disclosure
of how the per share amounts were computed. The pro-forma effect of adopting
the new standard would be basic earnings per share of $.33 and $.36, and
diluted earnings per share of $.32 and $.35 for the three months ended
September 30, 1997 and 1996. For the nine months ended September 30, 1997
and 1996 the pro-forma effect of adopting the new standard would be basic
earnings per share of $.93 and $1.08 and diluted earnings per share of $.89
and $1.05.
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130, REPORTING COMPREHENSIVE
INCOME ("SFAS 130"). SFAS 130 establishes standards for reporting and
display of comprehensive income and its components. There will be no effect
on the Company's recognition or measurement of income or operations, but will
require changes in the disclosure and reporting of the change in equity
during a period from nonowner sources, such as unrealized gains (losses) on
investment securities. Adoption of SFAS 130 is required for the fiscal year
beginning January 1, 1998.
In June 1997, the FASB also issued Statement of Financial Accounting
Standards No. 131, DISCLOSURE ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION ("SFAS 131"). SFAS 131 establishes standards for the way that
public business enterprises report selected information about operating
segments in quarterly and annual financial reports to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company is currently evaluating
its operations to determine the applicability of the disclosure requirements
to its financial statements. Adoption of SFAS 131 is required for the fiscal
year beginning January 1, 1998.
8
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis is a review of significant
factors affecting the results of operations and the financial condition of
the Company for the three and nine month periods ended September 30, 1997.
This discussion should be read in conjunction with the accompanying unaudited
condensed consolidated financial statements and the notes thereto included in
this report.
OVERVIEW
Beverly Bancorporation, Inc. (the "Company") provides a full range of
banking services, including personal and corporate trust services. The
strategy of the Company is to continue to increase its core banking business
and to further develop its mortgage, trust, securities sales and insurance
activities in order to provide an array of household financial services
encompassing banking and other investment products.
The Company was incorporated in Delaware on June 13, 1996, as a
wholly-owned subsidiary of Beverly Bancorporation, Inc., an Illinois
Corporation ("Beverly Illinois"). Beverly Illinois was organized in 1969 and
owned all of the outstanding capital stock of the subsidiary banks and
Beverly Trust Company. Pursuant to a reincorporation, on August 16, 1996,
Beverly Illinois was merged with and into the Company and the Company is the
surviving corporation.
Subsequent to the incorporation, the Company sold 1,150,000 shares of
common stock at $15.00 per share in a public offering in the third quarter of
1996. In connection with the offering, the Company's common stock is listed
on the NASDAQ National Market under the symbol BEVB. A portion of the
proceeds of the offering was used to pay off the Company's $9 million debt.
In September 1996, the Company completed the merger of its four subsidiary
banks into one bank subsidiary and renamed the bank "Beverly National Bank".
The net income of the Company was $1.8 million for the three months
ended September 30, 1997, compared with net income of $1.7 million for the
three months ended September 30, 1996. Earnings per share for the third
quarter of 1997 was $.32, compared to $.35 for the three months ended
September 30, 1996. The net income of the Company was $5.1 million for the
nine months ended September 30, 1997, compared with net income of $4.7
million for the nine months ended September 30, 1996. Earnings per share for
the nine months ended September 30, 1997 was $.89, compared to $1.05 per
share in the first nine months of 1996. The reduction in earnings per share
is attributed to an increase of 1.15 million shares which were issued during
the Company's initial public offering in August 1996. The following table
sets forth certain selected additional financial data of the Company:
9
<PAGE>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- --------------------
1997 1996 1997 1996
---- ---- ---- ----
(dollars in thousands except per share amounts)
Balance sheet data
Average assets $642,215 $625,250 $638,736 $610,137
Average total loans 396,197 341,329 384,159 322,068
Average deposits 564,530 558,568 564,014 547,097
Average equity 65,852 47,770 63,807 43,486
Per share data
Net income $ 0.32 $ 0.35 $0.89 $ 1.05
Book value, end of period 12.21 11.32 12.21 11.32
Selected financial ratios
Return on average assets 1.12% 1.07% 1.06% 1.02%
Return on average equity 10.90% 14.07% 10.64% 14.37%
Net interest margin (T/E) 4.60% 4.33% 4.54% 4.26%
Net charge-offs (recoveries)
to average total loans (0.01)% 0.01% 0.04% (0.10)%
10
<PAGE>
RESULTS OF OPERATIONS
Net Interest Income
Net interest income equals the difference between interest income
earned on assets and the interest paid on liabilities. A comparison of the
Company's net interest income, on a taxable-equivalent (T/E) basis, follows:
<TABLE>
<CAPTION>
For the Three Months Ended
----------------------------------------------------------------------------------
September 30, 1997 September 30, 1996
--------------------------------------- -------------------------------------
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
------- -------- ------ -------- -------- -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Funds sold $ 991 $ 13 5.20% $ 4,060 $ 55 5.37%
Investment securities 196,311 3,179 6.48% 232,092 3,764 6.43%
Loans 396,197 8,658 8.69% 337,392 7,408 8.71%
-------- ------- ------ -------- ------- ------
Total earning assets 593,499 11,850 7.96% 573,544 11,227 7.77%
-------- ------- ------ -------- ------- ------
Interest bearing deposits 477,457 4,896 4.07% 470,137 4,736 4.00%
Note payable - - - 7,256 126 6.89%
Other interest bearing
liabilities 7,420 121 6.47% 6,841 105 6.09%
-------- ------- ------ -------- ------- ------
Total interest bearing
liabilities $484,877 5,017 4.11% $484,234 4,967 4.07%
-------- ------- ------ -------- ------- ------
Net Interest Margin
(T/E) $ 6,833 4.60% $ 6,260 4.33%
-------- ------- ------- ------
-------- ------- ------- ------
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
For the Nine Months Ended
----------------------------------------------------------------------------------
September 30, 1997 September 30, 1996
--------------------------------------- -------------------------------------
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
------- -------- ------ -------- -------- -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Funds sold $ 5,457 $ 188 4.61% $ 13,154 $ 518 5.27%
Investment securities 202,285 9,794 6.46% 228,443 10,947 6.41%
Loans 384,159 24,779 8.69% 318,147 21,003 8.83%
-------- ------- ------ -------- ------- ------
Total earning assets 591,901 34,761 7.89% 559,744 32,468 7.76%
-------- ------- ------ -------- ------- ------
Interest bearing deposits 477,388 14,511 4.06% 460,358 13,874 4.03%
Note payable - - - 9,089 495 7.28%
Other interest bearing
liabilities 6,744 319 6.32% 5,470 247 6.04%
-------- ------- ------ -------- ------- ------
Total interest bearing
liabilities $484,132 14,830 4.10% $474,917 14,616 4.11%
-------- ------- ------ -------- ------- ------
Net Interest Margin (T/E) $19,931 4.54% $17,852 4.26%
------- ------ ------- ------
------- ------ ------- ------
</TABLE>
For the three months ended September 30, 1997, the net interest income
increased $573,000 or 9.2% to $6.8 million on a taxable equivalent basis from
$6.3 million in the third quarter of 1996. Interest on earning assets
increased $623,000 or 5.6% to $11.9 million in the third quarter of 1997 from
$11.2 million in the third quarter of 1996 due primarily to the increase in
loans outstanding and a favorable change in the earning asset composition by
reducing lower yielding investment securities. Interest expense increased
$50,000 or 1.0% to $5.0 million in the third quarter of 1997 from $4.9
million for the same period in 1996 due to growth in interest bearing
deposits. Interest expense on the note payable was eliminated with the
payoff of the note in 1996.
For the nine months ended September 30, 1997, net interest income
increased $2.1 million or 11.6% to $19.9 million on a taxable equivalent
basis from $17.8 million in the same period of 1996. Interest on earning
assets increased $2.3 million or 7.1% to $34.8 million for the nine months
ended September 30, 1997 from $32.5 million for the same period in 1996,
primarily due to growth in loans and a favorable change in the composition of
earning assets. Total interest expense increased $214,000 or 1.5% to $14.8
million for the nine months ended September 30, 1997 from $14.6 million for
the same period in 1996, due to growth in deposits which was partially offset
by the elimination of the note payable.
12
<PAGE>
LOAN LOSS PROVISION
The Company provided $180,000 for loan losses in the third quarter of
1997 compared to $40,000 in the same period in 1996. For the nine months ended
September 30, 1997, $180,000 was provided for loan losses compared to $115,000
for the same period in 1996. Loan loss provisions have remained relatively low
due to the Company's strong asset quality position, significant loan loss
recoveries, and a relatively high concentration in generally low-risk
residential real estate loans.
OTHER INCOME
Other income increased by $561,000 to $2.5 million in the third quarter of
1997, compared to $2.0 million in the third quarter of 1996, primarily due to
gains of $203,000 on the sale of mortgage servicing rights and $193,000 in net
gains on sales of investment securities. Additionally, income increased from
fiduciary activities by $66,000, service-charges on deposit accounts by $49,000
and mortgage origination fees by $81,000, while other income decreased by
$26,000.
For the nine months ended September 30, 1997, other income increased by
$1,224,000 to $7.3 million from $6.1 million for the nine months ended September
30, 1996, primarily due to gains of $486,000 on the sales of mortgage servicing
rights, $140,000 from the sale of other real estate and $570,000 from the sale
of investment securities. Fiduciary income increased by $154,000, or 10%, to
$1.7 million for the nine months ended September 30, 1997 compared to $1.5
million for the nine months ended September 30, 1996.
OPERATING EXPENSES
For the three months-ended September 30, 1997, operating expenses increased
by $775,000 or 14.1% to $6.3 million, compared to $5.5 million for the three
months ended September 30, 1996. Salaries and benefits increased $278,000 or
10.7% to $2.9 million due to higher staffing levels and higher payroll costs.
Occupancy expense increased by $60,000 or 9.9% to $668,000 due to the remodeling
of several of the Company's branches. Other expenses increased by $388,000 or
32.5% to $1.6 million due to increased audit expense, professional services,
telephone expense and guard service.
For the nine months-ended September 30, 1997, operating expenses
increased $2.6 million or 16.1% to $19.0 million, compared to $16.4 million
in the nine months ended September 30, 1996. Salaries and benefits increased
$971,000 due to higher staffing levels, higher payroll costs and certain
severance arrangements. Occupancy expense increased $180,000 due to the
remodeling of certain branch facilities, and the opening of the Company's
Will-Cook branch in February of 1996. Other expense increased $963,000 due to
increases in audit expense, telephone expense, professional services and
operational losses.
13
<PAGE>
FINANCIAL CONDITION
LOANS
The following table summarizes the Company's loan portfolio at
September 30, 1997 and December 31, 1996:
September 30, December 31,
1997 1996
------------------------------
(dollars in thousands)
Commercial and industrial $ 54,085 $ 55,492
Residential real estate 154,133 151,769
Home equity lines of credit 36,965 29,379
Commercial real estate 114,188 93,734
Other consumer 46,271 42,248
-------------- --------------
Total loans $405,642 $372,622
Allowance for possible loan losses ( 4,063) ( 4,020)
-------------- --------------
Net loans $401,579 $368,602
-------------- --------------
-------------- --------------
The Company's loan portfolio has increased $33.0 million or 8.9% since
December 31, 1996. Commercial real estate loans increased $20.5 million in 1997
due to the Company's emphasis on collateralized loans to businesses. Home
Equity loans increased $7.6 million with a new promotion beginning in the first
quarter of 1997. Residential real estate loans increased
$2.4 million in 1997. The residential loans are composed primarily of
adjustable rate mortgages and balloon loans, as the Company does not retain
long-term, fixed-rate loans in its loan portfolio.
NON-PERFORMING LOANS
The following table sets forth information on the Company's non-performing
loans and other real estate as of September 30, 1997 and December 31, 1996:
September 30, December 31,
1997 1996
---------------------------
(dollars in thousands)
Non-accrual loans $ 2,021 $ 1,197
Other loans 90 days past due 399 508
Other real estate 348 350
----------- -------------
Total non-performing assets $ 2,768 $ 2,055
----------- -------------
----------- -------------
Nonaccrual and other loans 90 days
past due to total loans .60% .46%
Non-performing assets to total
loans plus other real estate .68% .55%
Non-performing assets to total assets .43% .33%
14
<PAGE>
The Company's nonaccrual loans increased to $2.0 million at September 30,
1997 from $1.2 million at December 31, 1996. The increase is largely attributed
to one loan which the Company believes to be adequately collateralized.
DEPOSITS
Total deposits were $571.7 million as of September 30, 1997, an increase of
$11.6 million from December 31, 1996. This growth was primarily in certificates
of deposit. The Company has seen a slowing of its growth in 1997 due to an
aggregate $2.7 million reduction in demand, savings, and money market accounts
since December 31, 1996.
COMMON STOCK
On March 11, 1997, the Board of Directors of the Company declared a 5%
stock dividend to shareholders of record April 1,1997. The stock dividend was
paid on April 14, 1997.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.
This quarterly report contains forward looking statements. Forward looking
statements made by or on behalf of the Company are subject to risks and
uncertainties, including but not limited to the following: changes in interest
rates and other economic conditions could have an adverse impact on the Company;
there is no assurance as to the sufficiency of the Company's allowance for loan
losses; current and future government regulation could have an adverse impact on
the Company; and the financial services business is extremely competitive with a
number of competitors being substantially larger than the Company. Accordingly,
actual results may differ materially from those set forth in the forward looking
statements. Attention is also directed to other risk factors set forth in the
Company's filings with the Securities and Exchange Commission.
15
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the three month period ended
September 30, 1997.
16
<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.
BEVERLY BANCORPORATION, INC.
(Registrant)
Date: /S/ JOHN D. VAN WINKLE
----------------------------------
John D. Van Winkle
President, Chief Executive Officer
and Director
Date: /S/ JEFFREY M. VOSS
----------------------------------
Jeffrey M. Voss
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer
17
<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.
BEVERLY BANCORPORATION, INC.
(Registrant)
Date:
----------------------------------
John D. Van Winkle
President, Chief Executive Officer
and Director
Date:
----------------------------------
Jeffrey M. Voss
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer
18
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<PAGE>
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<S> <C>
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<PERIOD-END> SEP-30-1997
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0
0
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</TABLE>
