<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1998
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
or
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 April 20, 1998, 5,777,412 shares of the registrants common stock were
outstanding.
1
<PAGE>
PART I. FINANCIAL INFORMATION - ITEM 1. FINANCIAL STATEMENTS
BEVERLY BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 (UNAUDITED) AND DECEMBER 31, 1997
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS March 31, December 31,
1998 1997
--------- ------------
<S> <C> <C>
Cash and due from banks $27,077 $24,684
Federal funds sold 21,600 7,750
-------- --------
Cash and cash equivalents 48,677 32,434
Investment securities:
Available-for-sale, at fair value 193,651 166,243
Held-to-maturity, at amortized cost (fair value
$19,807 and $22,095, respectively) 19,577 21,946
Loans 424,213 427,740
Less allowance for possible loan losses 4,340 4,174
-------- --------
Net loans 419,873 423,566
Premises and equipment, net 17,687 17,344
Accrued interest receivable 5,131 4,417
Other real estate 81 82
Intangible assets, net 671 741
Other assets 2,864 2,461
-------- --------
TOTAL ASSETS $708,212 $669,234
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Interest bearing $510,265 $500,040
Non-interest bearing 93,449 90,012
-------- --------
Total deposits 603,714 590,052
Secured borrowings, funds purchased,
and other borrowings 28,522 3,334
Accrued expenses and other liabilities 6,475 7,429
-------- --------
TOTAL LIABILITIES 638,711 600,815
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 5,502,445 and
5,494,570 55 55
Additional paid-in capital 33,212 33,107
Retained earnings 38,301 37,112
Accumulated other comprehensive income 581 793
Notes receivable - officer stockholders (2,648) (2,648)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 69,501 68,419
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $708,212 $669,234
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
2
<PAGE>
BEVERLY BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1998 1997
---- ----
<S> <C> <C>
Interest Income:
Interest and fees on loans $ 8,855 $ 7,816
Interest on investment securities:
Taxable 2,367 2,584
Tax-exempt 397 473
Federal funds sold 356 142
-------- --------
Total Interest Income 11,975 11,015
-------- --------
Interest Expense:
Deposits 5,215 4,762
Secured borrowings, funds purchased,
and other borrowings 218 59
-------- --------
Total Interest Expense 5,433 4,821
-------- --------
Net Interest Income 6,542 6,194
Provision for loan losses 180 0
-------- --------
Net interest income after provision
for loan losses 6,362 6,194
Other Income:
Income from fiduciary activities 613 530
Service charges on deposit accounts 1,043 959
Net gains on sales of investment
securities 46 372
Mortgage origination and servicing
fees 129 105
Other 373 379
-------- --------
Total Other Income 2,204 2,345
3
<PAGE>
Operating Expenses:
Salaries and employee benefits 2,785 3,185
Occupancy 734 667
Equipment 490 383
Marketing and promotion 236 233
Computer systems and services 273 296
Supplies 163 90
Telephone 205 123
Postage 130 135
Outside services 116 238
Other 955 993
------ ------
Total Operating Expenses 6,087 6,343
------ ------
Income Before Income Taxes 2,479 2,196
Income Tax Expense 770 642
------ ------
NET INCOME $1,709 $1,554
------ ------
------ ------
Basic earnings per share $0.30 $0.27
------ ------
------ ------
Diluted earnings per share $0.28 $0.26
------ ------
------ ------
Weighted-average common shares
assuming conversion of dilutive securities 6,026,056 5,939,937
--------- ---------
--------- ---------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE>
BEVERLY BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1997 AND QUARTER ENDED MARCH 31, 1998
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Accumulated Note
Additional Other Receivable Total
Preferred Common Paid-in Retained Comprehensive - Officer Stockholder's
Stock Stock Capital Earnings Income Stockholders Equity
--------- ------ ---------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1996 $ - $ 52 $ 27,292 $ 36,607 $ (207) $ (1,798) $ 61,946
Net income - - - 7,001 - - 7,001
Change in net unrealized gains on
available-for-sale securities - - - - 1,000 - 1,000
---------
Comprehensive income 8,001
Common stock cash dividend declared
($.27 per share) - - - (1,484) - - (1,484)
5% common stock dividend (260,374 shares) - 2 5,010 (5,012) - - -
Issuance of 59,014 shares of common stock - 1 634 - - - 635
Tax benefit from stock options exercise - - 171 - - - 171
Notes issued - - - - - (850) (850)
----- ----- --------- --------- ------- --------- ----------
BALANCE AT DECEMBER 31, 1997 - 55 33,107 37,112 793 (2,648) 68,419
Net income - - - 1,709 - - 1,709
Change in net unrealized losses on
available-for-sale securities - - - - (212) - (212)
----------
Comprehensive income 1,497
Common stock cash dividend declared
($.09 per share) - - - (520) - - (520)
Issuance of 7,875 shares of common stock - - 105 - - - 105
----- ----- --------- --------- ------- --------- ----------
BALANCE AT MARCH 31, 1998 $ - $ 55 $ 33,212 $ 38,301 $ 581 $ (2,648) $ 69,501
----- ----- --------- --------- ------- --------- ----------
----- ----- --------- --------- ------- --------- ----------
</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)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 1,709 $ 1,554
Adjustments to reconcile net income to net cash provided
by operating activities
Provision for loan losses 180 -
Provision for depreciation and amortization 467 394
Investment security accretion and amortization - net 136 282
Deferred tax expense 145 51
Amortization of intangible and other assets 70 70
Net gains on sales and calls of investment securities (46) (372)
(Increase) in accrued interest receivable (714) (229)
(Increase) decrease in loans held for sale (1,573) 1,537
(Increase) in other assets (269) (391)
Increase (decrease) in accrued expense and other
liabilities (1,124) (769)
-------- --------
Net Cash (Used In) Provided by Operating Activities (1,019) 2,127
-------- --------
CASH FLOWS FROM INVESTMENT ACTIVITIES:
Investment securities available-for-sale:
Proceeds from maturities and calls of securities 19,242 6,970
Proceeds from sales of securities 10,180 17,269
Purchase of securities (56,837) (23,745)
Investment securities held-to-maturity:
Proceeds from maturities and call of securities 1,940 870
Net decrease (increase) in loans 5,086 (9,892)
Purchase of premises and equipment (810) (603)
Proceeds from sale of other real estate 1 119
-------- --------
Net Cash Used In Investment Activities (21,198) (9,012)
-------- --------
</TABLE>
6
<PAGE>
BEVERLY BANCORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in non-interest bearing demand,
savings and NOW deposit accounts 18,576 (3,699)
Net increase (decrease) in time deposits (4,914) 13,687
Net increase in secured borrowings, funds purchased
and other borrowings 25,188 758
Cash dividends paid (495) (329)
Proceeds from issuance of common stock 105 433
------- -------
Net Cash Provided by Financing Activities 38,460 10,850
------- -------
Increase in Cash and Cash Equivalents 16,243 3,965
Cash and Cash Equivalents at Beginning of Year 32,434 30,598
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $48,677 $34,563
------- -------
------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid During the Period for:
Interest $4,922 $4,821
Income taxes - 200
Non-Cash Investing and Financing Activities:
Unrealized (loss) on available-for-sale securities (346) (1,367)
Net change in loans transferred to other real estate - 30
Accrued dividends payable 520 328
</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
MARCH 31, 1998
(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 month period ended March 31, 1998 are not necessarily
indicative of the results that maybe expected for the year ended December 31,
1998. 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 on Form 10-K as of December 31, 1997.
NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS
At December 31, 1997, the company adopted SFAS No. 128, " Earnings per
share." SFAS No. 128 requires dual presentation of basic and diluted
earnings per share ("EPS"). Basic EPS is computed by dividing income
available to common stockholders by the weighted-average number of common
shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock. Options issued with a
weighted average exercise price exceeding the weighted average market value
of the shares are excluded from dilutive securities. All option shares were
included as potential dilutive securities in 1998 and 1997. All weighted
average common shares and dilutive securities have been increased to reflect
annual 5% stock dividends paid in 1998 and years prior, and the merger and
conversion of shares in conjunction with the Company's stock offering. All
prior period EPS data has been restated to give effect to the adoption of
this statement.
The calculation of EPS is as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1998 1997
--------- ---------
<S> <C> <C>
Income available to common stockholders
(in thousands)...................................... $ 1,709 $ 1,554
Weighted-average common shares outstanding............ 5,776,099 5,721,902
Effect of dilutive securities - stock options......... 249,957 218,035
--------- ---------
Weighted- average common shares assuming
8
<PAGE>
--------- ---------
conversion of dilutive securities................. 6,026,056 5,939,937
--------- ---------
--------- ---------
</TABLE>
In January 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 "Reporting Comprehensive Income" (SFAS No.
130). This statement establishes standards for the reporting and display of
comprehensive income and its components in the full set of financial
statements. This statement affects the display of comprehensive income in the
financial statements and does not address recognition or measurement of
comprehensive income and its components. Total comprehensive income for the
quarter ended March 31, 1998 and 1997 was $1,497,000 and $712,000,
respectively.
Statement of Financial Accounting Standards No. 131 "Disclosures about
Segments of an Enterprise and Related Information" (SFAS No. 131) establishes
standards for the way that public business enterprises report selected
information about operating segments in annual financial reports to
shareholders. The standard also establishes standards for related
disclosures about products, services, geographic areas and major customers.
The Company is currently evaluating its operations to determine the
applicability of the disclosure requirements to its annual financial
statements. Adoption of SFAS No. 131 is required for the fiscal year
beginning January 1, 1998.
The Company has evaluated other recent pronouncements of various
accounting standards setting bodies. The Company believes that the adoption
of any of these other pronouncements will not have a material impact on the
Company's consolidated financial statements.
NOTE 3. NOTES RECEIVABLE OFFICER/STOCKHOLDERS
Notes receivable-officer stockholders, which amounted to $2,648,000 at
March 31, 1998 have been repaid to the Company effective April 16, 1998.
NOTE 4. ADVANCES FROM FEDERAL HOME LOAN BANK OF CHICAGO
In February, 1998, the Company borrowed $25,000,000 at a rate of 5.15%
with a five-year scheduled maturity. The Federal Home Loan Bank of Chicago
has a one-time right to call the borrowing at the one year anniversary. The
borrowing is secured with a blanket pledge of the Bank's assets.
9
<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: May 26, 1998 /s/ John D. Van Winkle
---------------------------------
John D. Van Winkle
President, Chief Executive Officer
and Director
Date: May 26, 1998 /s/ Jeffrey M. Voss
---------------------------------
Jeffrey M. Voss
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer
10
<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: May 26, 1998
---------------------------------------
John D. Van Winkle
President, Chief Executive Officer
and Director
Date: May 26, 1998
---------------------------------------
Jeffrey M. Voss
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer
11
