SECOND BANCORP INC
10-Q, 1997-08-13
NATIONAL COMMERCIAL BANKS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                               ------------------

                                    FORM 10-Q

        (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) THE SECURITIES EXCHANGE 
        ACT OF 1934 For quarter ended June 30, 1997

                                       OR

        ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934
             For the transition period ..... to .....

Commission file number: 0-15624
                       --------

                          SECOND BANCORP, INCORPORATED
                          ----------------------------
             (exact name of registrant as specified in its charter)

             Ohio                                     34-1547453

(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)

   108 Main Ave. Warren, Ohio                           44482-1311
   --------------------------                           ----------
(Address of principal executive offices)                 (Zip Code)

                                 (216) 841-0123
                                 --------------
               Registrant's telephone number, including area code

                                 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 Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods 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 each of the issuer's classes of
common stock, as of the latest practical date.

Common Stock, without par value -- 6,754,136 shares outstanding as of July 31,
1997.

                                                                    Page 1 of 13


<PAGE>   2


                       SECOND BANCORP, INC. AND SUBSIDIARY

                                      INDEX

<TABLE>
<CAPTION>
                                                                            Page
                                                                            Number

<S>                                                                          <C>
PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Consolidated balance sheets -
         June 30, 1997 and 1996 and December 31, 1996....................... 3

Consolidated statements of income -
         Three and six months ended June 30, 1997 and 1996.................. 4

Consolidated statements of cash flows -
         Six months ended June 30, 1997 and 1996............................ 5

Consolidated statement of shareholders' equity -
         Year ended December 31, 1996 and
                  six months ended June 30, 1997............................ 6

Notes to consolidated financial statements - June 30, 1997.................. 7

Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations ............ 8-9

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings ........................................ 10
         Item 2.  Changes in Securities     ................................ 10
         Item 3.  Defaults upon Senior Securities    ....................... 10
         Item 4.  Submission of Matters to a Vote of Security
                                    Holders................................. 10

         Item 5.  Other Information ........................................ 10
         Item 6.  Exhibits and Reports on Form 8-K   ....................... 10

         SIGNATURES                 ........................................ 11

         Statement 11 Re: Computation of Earnings Per Share ................ 12

         Schedule 27                ........................................ 13
</TABLE>






                                       -2-


<PAGE>   3

PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
SECOND BANCORP, INCORPORATED AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
(Dollars in Thousands)                                                    June 30            December 31         June 30
                                                                           1997                  1996              1996
                                                                       -----------------------------------------------------------
ASSETS                                                                  (unaudited)               (1)           (unaudited)
- -----------------                                                     -----------------------------------------------------------
<S>                                                                      <C>                  <C>                <C>     
Cash and demand balances due from banks                                   $31,341              $27,934            $32,285
Federal funds sold                                                          2,500               10,000                  0
Securities                                                                251,701              231,324            227,930
Loans:
  Commercial                                                              305,032              297,347            284,124
  Consumer                                                                201,925              205,409            199,819
  Real estate                                                              79,459               62,981             76,607
                                                                           ------               ------             ------
    Total loans                                                           586,416              565,737            560,550
    Reserve for loan losses                                                 7,067                7,300              6,751
                                                                            -----                -----              -----
    Net loans                                                             579,349              558,437            553,799

Premises and equipment                                                      9,879                8,918              7,528
Accrued interest receivable                                                 6,289                5,086              5,074
Goodwill and intangible assets                                              3,325                3,701              4,133
Other assets                                                               20,109               21,879             23,421
                                                                           ------               ------             ------
                 Total assets                                            $904,493             $867,279           $854,170
                                                                         ========             ========           ========

LIABILITIES AND SHAREHOLDERS' EQUITY
- -----------------
Liabilities:
  Demand deposits - non-interest bearing                                  $80,068              $80,328            $73,369
  Demand deposits - interest bearing                                       61,924               69,326             70,674
  Savings deposits                                                        148,647              156,180            157,869
  Time deposits                                                           357,505              363,563            368,164
                                                                          -------              -------            -------
    Total deposits                                                        648,144              669,397            670,076

  Federal funds purchased and securities sold under
    agreements to repurchase                                              136,017               86,787             90,357
  Note payable                                                              2,500                5,000              5,000
  Borrowed funds                                                            6,177                3,989              5,030
  Federal Home Loan Bank advances                                          33,454               26,557             12,023
  Accrued expenses and other liabilities                                    5,792                6,312              6,572
                                                                            -----                -----              -----
    Total liabilities                                                     832,084              798,042            789,058

Shareholders' equity: (2)
  Preferred stock, no par value;
    Series A: 1,500,000 shares authorized, 718,750 shares
      issued and 0, 300 and 9,475 shares
      outstanding, respectively                                                 0                    6                175
    Series B: authorized 1,500,000 shares                                       0                    0                  0
  Common stock, no par value; 20,000,000
    shares authorized and 6,797,536, 6,717,174 and
    6,676,406 shares issued, respectively                                  28,245               27,398             27,010
  Treasury shares; 50,400, 20,000 and 0 shares, respectively                 (793)                (319)                 0
  Unrealized holding gains (losses)                                            61                  (24)            (1,422)
  Retained earnings                                                        44,896               42,176             39,349
                                                                           ------               ------             ------
    Total shareholders' equity                                             72,409               69,237             65,112
                                                                           ------               ------             ------
      Total liabilities and shareholders' equity                         $904,493             $867,279           $854,170
                                                                         ========             ========           ========


<FN>
(1)   The balance sheet at December 31, 1996 has been derived from the audited
      financial statements at that date.

(2)   Share data retroactively restated for the two for one stock split 
      effective May 1, 1997.
</TABLE>


                                       -3-

<PAGE>   4

SECOND BANCORP, INCORPORATED AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
(Dollars in Thousands, Except Per Share Data)                        For the Three Months              For the Six Months
                                                                        Ended June 30                     Ended June 30
                                                                        -------------                     -------------
                                                                      1997          1996              1997             1996
                                                            -----------------------------------------------------------------
<S>                                                                 <C>            <C>               <C>             <C>    
INTEREST INCOME Loans (including fees):
   Taxable                                                          $12,924        $12,370           $25,496         $24,705
   Exempt from federal income taxes                                     134            170               304             323
 Securities:
   Taxable                                                            3,090          3,088             5,967           6,108
   Exempt from federal income taxes                                     700            511             1,354             971
 Federal funds sold                                                      52            131               143             224
                                                            -------------------------------  --------------------------------
   Total interest income                                             16,900         16,270            33,264          32,331

INTEREST EXPENSE
 Deposits                                                             6,274          6,702            12,586          13,344
 Federal funds purchased and securities
  sold under agreements to repurchase                                 1,288            932             2,349           1,792
  Note payable                                                           97             91               187             184
  Other borrowed funds                                                   45             30                82              65
  Federal Home Loan Bank advances                                       492            175               934             329
                                                            -------------------------------  --------------------------------
   Total interest expense                                             8,196          7,930            16,138          15,714
                                                            -------------------------------  --------------------------------
   NET INTEREST INCOME                                                8,704          8,340            17,126          16,617
Provision for loan losses                                               782            693             1,543           1,448
                                                            -------------------------------  --------------------------------
   Net interest income after provision
     for loan losses                                                  7,922          7,647            15,583          15,169
NON-INTEREST INCOME
 Service charges on deposit accounts                                    789            689             1,519           1,297
 Trust fees                                                             609            583             1,218           1,167
 Security gains                                                         367             36               398              71
 Other                                                                  716            602             1,393           1,171
                                                            -------------------------------  --------------------------------
   Total non-interest income                                          2,481          1,910             4,528           3,706
NON-INTEREST EXPENSE
 Salaries and employee benefits                                       3,377          3,093             6,779           6,211
 Net occupancy                                                          764            749             1,550           1,493
 Equipment                                                              486            423             1,009             792
 Professional services                                                  443            374               780             748
 Assessment on deposits and other taxes                                 237            252               472             487
 Data processing services                                               158            282               458             555
 Amortization of goodwill and other intangibles                         188            216               376             432
 Other                                                                2,089          1,245             3,248           2,423
                                                            -------------------------------  --------------------------------
   Total non-interest expense                                         7,742          6,634            14,672          13,141
                                                            -------------------------------  --------------------------------
Income before federal income taxes                                    2,661          2,923             5,439           5,734
Income tax expense                                                      470            745             1,098           1,483
                                                            -------------------------------  --------------------------------
NET INCOME                                                           $2,191         $2,178            $4,341          $4,251
Preferred stock dividends                                                 0           (229)                0            (460)
                                                            -------------------------------  --------------------------------
Net income applicable to common stock                                $2,191         $1,949            $4,341          $3,791
                                                            ===============================  ================================


Per common share data:
   Primary earnings                                                   $0.32          $0.35             $0.64           $0.69
   Fully diluted earnings                                             $0.32          $0.32             $0.64           $0.63
   Dividends declared                                                 $0.12          $0.11             $0.24           $0.22
 Weighted average number of shares outstanding:
   Primary                                                        6,841,529      5,643,912         6,788,513       5,495,822
   Fully diluted                                                  6,850,214      6,747,290         6,805,456       6,744,295
</TABLE>


                                       -4-

<PAGE>   5

SECOND BANCORP, INCORPORATED AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                        Unrealized
                                                  Preferred        Common     Treasury    Holding        Retained
(Dollars in thousands)                              Stock          Stock        Stock   Gain (Loss)      Earnings          Total
- -----------------                                ---------------------------------------------------------------------------------
<S>                                                     <C>       <C>            <C>       <C>            <C>             <C>    
Balance, December 31, 1995                         $12,731        $14,155           $0     $2,248         $36,899         $66,033

Net income                                                                                                  8,552           8,552
Cash dividends declared:
  Common stock ($.22 per share)                                                                            (2,816)         (2,816)
  Preferred stock ($.75 per share)                                                                           (456)           (456)
Exercise of stock options                                             276                                                     276
Common stock issued - dividend reinvestment plan                      271                                                     271
Conversion of preferred stock to common stock      (12,700)        12,696                                                      (4)
Redemption of preferred stock                          (25)                                                    (3)            (28)
Purchase of treasury stock                                                        (319)                                      (319)
Market value adjustment securities                                                         (2,272)                         (2,272)
                                                  ---------      ---------      -------   --------        --------        --------
Balance, December 31, 1996                               6         27,398         (319)       (24)         42,176          69,237

Net income                                                                                                  4,341           4,341
Cash dividends declared:
  Common stock ($.24 per share)                                                                            (1,621)         (1,621)
Exercise of stock options                                             596                                                     596
Discount on common stock issued
   - dividend reinvestment plan                                       247                                                     247
Conversion of preferred stock to common stock           (4)             4                                                       0
Redemption of preferred stock                           (2)                                                                    (2)
Purchase of treasury stock                                                        (474)                                      (474)
Market value adjustment securities                                                             85                              85
                                                  ---------      ---------      -------   --------        --------        --------
Balance, June 30, 1997                                  $0        $28,245        ($793)       $61         $44,896         $72,409
                                                  ================================================================================
</TABLE>






                                       -5-

<PAGE>   6

SECOND BANCORP, INCORPORATED AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                         For the Six Months Ended
                                                                                 June 30
                                                                  -----------------------------------
(Dollars in Thousands)                                                  1997                1996
                                                                  ----------------    ---------------
<S>                                                                       <C>                <C>    
OPERATING ACTIVITIES
  Net Income                                                               $4,341             $4,251
  Adjustments to Reconcile Net Income to Net
      Cash Provided by Operating Activities:
    Provision for Loan Losses                                               1,543              1,448
    Provision for Depreciation                                                801                597
    Provision for Amortization of Intangibles                                 376                432
    Amortization of Investment Discount and Premium                             4                147
    Deferred Income Taxes                                                      53                (32)
    Securities Gains                                                          (47)               (71)
    Other Gains, net                                                          112               (227)
    Increase in Interest Receivable                                        (1,203)               (46)
    (Decrease) Increase in Interest Payable                                  (181)               284
    Originations of Loans Held-for-Sale                                    (5,986)            (6,739)
    Proceeds from Sale of Loans Held-for-Sale                               6,345              6,961
    Decrease (Increase) in Other Assets                                     1,673               (894)
    Decrease in Other Liabilities                                            (339)            (1,238)
                                                                  ----------------    ---------------
    Net Cash Provided by Operating Activities                               7,492              4,873

INVESTING ACTIVITIES
  Proceeds from Maturities of Securities - Available-for-Sale              25,028             47,268
  Proceeds from Sales of Securities - Available-for-Sale                    9,842             28,266
  Purchases of Securities - Available-for-Sale                            (55,547)           (72,565)
  Net Increase in Revolving Credit Receivables                             (2,852)            (1,612)
  Net Increase in Loans                                                   (19,603)           (26,193)
  Net Increase in Premises and Equipment                                   (1,761)              (844)
                                                                  ----------------    ---------------
    Net Cash Used by Investing Activities                                 (44,893)           (25,680)

FINANCING ACTIVITIES
  Net Decrease in Demand Deposits, Insured
    Money Market and Interest Checking Accounts, and
    Savings Deposits                                                      (15,195)           (21,962)
  Net (Decrease) Increase in Time Deposits                                 (6,058)            34,187
  Net Increase in Federal Funds Purchased
    and Securities Sold Under Agreements
    to Repurchase                                                          49,230              3,415
  Decrease in Note Payable                                                 (2,500)                 0
  Net Increase in Borrowings                                                2,188              1,866
  Net Advances from Federal Home Loan Bank                                  6,897              4,627
  Cash Dividends                                                           (1,621)            (1,797)
  Conversion/Redemption Preferred Stock                                        (2)               (32)
  Purchase of Treasury Stock                                                 (474)                 0
  Issuance of Common Stock                                                    843                327
                                                                  ----------------    ---------------
    Net Cash Provided by Financing Activities                              33,308             20,631
    Decrease in Cash and Cash Equivalents                                  (4,093)              (176)
                                                                  ----------------    ---------------
Cash and Cash Equivalents at Beginning of Year                             37,934             32,461
                                                                  ----------------    ---------------
    Cash and Cash Equivalents at End of Period                            $33,841            $32,285
                                                                  ================    ===============
</TABLE>


Supplementary Cash Flow Information:
  Cash paid for 1) Federal Income taxes - $1,370,000 and $1,525,000 for the six
  months ended June 30, 1997 and 1996, respectively and 2) Interest -
  $16,319,000 and $15,430,000 for the six months ended June 30, 1997 and 1996,
  respectively.

                                       -6-


<PAGE>   7


SECOND BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1997




NOTE A - BASIS OF PRESENTATION

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-Q and Article 10 of
Regulation S-X. 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 accruals) considered necessary for a fair presentation have
been included. Operating results for the three month and six month periods ended
June 30, 1997 are not necessarily indicative of the results that may be expected
for the year ended December 31, 1997. Certain reclassifications have been made
to amounts previously reported in order to conform with current period
presentations. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1996.

NOTE B - PER SHARE DATA

The per share data is based upon the weighted average number of shares,
including common stock equivalents, outstanding during the period, as restated
for the two for one stock split effective May 1, 1997.

NOTE C - TAXES

The effective tax rate for the Company of 17.7% and 21.0% for the second
quarter and first six months of 1997, respectively is lower than the effective
tax rate of 25.5% and 25.9% for the same periods in 1996 due to the combined
effect of the establishment of the charitable foundation and the increase in
the level of tax-exempt assets.
                                       -7-


<PAGE>   8


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Second Bancorp, Incorporated, (the "Company") is a one-bank holding company
which owns The Second National Bank of Warren (the "Bank"), a Warren, Ohio based
commercial bank. Operating through twenty-six branches and one loan production
office, the Bank offers a wide range of commercial and consumer banking and
trust services primarily to business and individual customers in various
communities in a five county area in northeastern Ohio.

The Bank focuses its marketing efforts primarily on local independent and
professional firms and individuals who are the owners and principals of such
firms. The Bank has emphasized commercial lending and market area expansion.

FINANCIAL CONDITION

At June 30, 1997, the Company had consolidated total assets of $875 million,
deposits of $648 million and shareholders' equity of $72 million. Since June 30,
1996, total assets have grown by 6%. Loan growth continued with commercial loans
increasing by 7% from a year ago to approximately $305 million at June 30, 1997.
Total earning assets have increased by 7% and now total $841 million or 92.9% of
total assets. To accommodate the demand for commercial lending, the Company has
reduced its emphasis on indirect auto lending within the consumer loan
portfolio.

Funding growth has primarily been generated through demand deposits, Federal
Home Loan Bank (FHLB) advances and retail repurchase agreements. While deposits
have decreased by 3.3% over the past year, demand deposits have increased by 9%
to $80 million. FHLB advances have increased by $21 million over the past year
and now total $33 million as of June 30, 1997. Retail repurchase agreement
accounts have also provided funding for the Company, increasing, along with
Federal funds purchased, to over $136 million as of June 30, 1997 versus $90
million as of the same date in 1996.

RESULTS OF OPERATIONS

GENERAL. The Company achieved net income of $2,191,000 for the second quarter of
1997, .6% greater than the $2,178,000 earned during the same period last year.
On a per share basis, as restated to reflect the two for one stock split of May
1, 1997, fully diluted earnings for the quarter were $.32, the same as reported
for the first quarter of 1996. Return on assets (ROA) and return on total
shareholders' equity (ROE) were 1.00% and 12.52%, respectively for the second
quarter of 1997 compared to 1.03% and 13.50% for last year's second quarter.
Earnings for the second quarter were adversely impacted by the creation and
funding of a charitable foundation. The foundation was created to support the
Company's many charitable and civic activities through a vehicle which will
provide significant financial benefits in the future. the non-recurring net
after tax impact of funding the foundation reduced second quarter earnings by
$192,000.

For the first six months of 1997, net income totaled $4,341,000, or 2% greater
than the $4,251,000 reported for the first six months of 1996. Fully diluted
earnings per share totaled $.64 for the first half of 1997 versus $.63 per share
for the same period in 1996.

                                       -8-


<PAGE>   9


ASSET QUALITY. The reserve for loan losses was 1.21% of total loans at the end
of the second quarter of 1997. The reserve was 1.29% and 1.20% of total loans at
December 31, 1996 and June 30, 1996, respectively. Non-performing loans totaled
$9,413,000 as of June 30, 1997 versus $5,302,000 as of the same date last year
and $8,943,000 as of December 31, 1996. Net charge-offs averaged an annualized
 .61% of average loans for the second quarter which represents an increase from
the level of .52% of average loans for the second quarter of 1996. For the
first six months of 1997, net charge-offs were .62% of loans compared to .54%
of loans for the same period in 1996. Management continues to emphasize credit
quality in underwriting loans and expects both the charge-off an non-performing
loan ratios to improve prior to year end 1997.

NET INTEREST INCOME. Net interest income for the second quarter of 1997
increased by 5% from the same period last year to $8,704,000. The increase came
from an increase of 7% in average earning assets to $841 million. For the first
six months, net interest income was 3% greater than the first half of 1996 and
totaled $17,126,000. On a year-to-date basis, the positive impact of the
increase in average earning assets was partially offset by a decline in the net
interest margin. Net interest margin was 4.40% for the first six months of 1997,
compared to 4.43% for the same period in 1996. The net interest margin for the
second quarter was 4.42% and 4.41% in 1997 and 1996, respectively.

NON-INTEREST INCOME. Non-interest income showed significant improvement over the
past year. For the second quarter of 1997, deposit service charge income
increased by $100,000, or 15%, over the second quarter of 1996. Trust fee income
was higher by $26,000, or 4%, while other income totaled $716,000 for the second
quarter of 1997 versus $602,000 for the same period in 1996. Sales of SBA and
real estate loans as well as sales of alternative investment products helped
generate the increase in other income. Security sales for the quarter generated
$367,000 in income versus $36,000 in gains for the second quarter of 1996 and
included $351,000 in appreciation on equity stocks used to establish the
charitable Foundation.

NON-INTEREST EXPENSE. The expenses for the second quarter of 1997 were 16.7%
greater than for the same period in 1996. Excluding the impact of the
establishment of the charitable foundation, expenses would have totaled
$6,918,000 which represents a 4.3% increase in expenses from the same period in
1996. Increases in salaries and employee benefits (9%) along with equipment
expense (15%) related to the companies migration of data processing and
information management systems and professional services (18%) were the primary
factors affecting the increase in expenses.

LIQUIDITY AND CAPITAL RESOURCES. The Company provides funds for asset growth,
deposit withdrawals and other liability maturities through maturing securities,
payments made on loans, and through the acquisition of new deposits. The Company
also has the ability to borrow in excess of $20 million in overnight funds
through correspondent banks to satisfy short-term liquidity needs. The Company
also uses advances from the Federal Home Loan Bank to provide funding for
growth.

Shareholders' equity has increased by 11% over the past year, with retained
earnings increasing by 14%. Unrealized holding gains totaled $61,000 as of June
30, 1997. The tier I leverage ratio was 7.80% as of June 30, 1997, up from 7.34%
as of the same date in 1996. Similarly, the risk- based capital ratio increased
from 11.48% as of June 30, 1996 to 12.05% as of the end of the most recent
quarter.

                                       -9-


<PAGE>   10


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS -

The Company is subject to various pending and threatened lawsuits in which
claims for monetary damages are asserted in the ordinary course of business.
While any litigation involves an element of uncertainty, in the opinion of
management, liabilities, if any, arising from such litigation or threat thereof
will not have a material impact on the financial position or results of
operations of the Company.

ITEM 2. CHANGES IN SECURITIES - Not Applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

    (a)    - (d) Second Bancorp, Incorporated's Annual Shareholders Meeting was
           held on May 13, 1997. The results of the votes (expressed in
           pre-split totals) on the matters presented to shareholders are as
           follows:

           On Issue 1 to set the number of Directors of the Board at seven: 
           For - 2,923,204.0374: Against - 8,934; Abstain - 14,799.

           On Issue 2 regarding the vote for individual directors:

                                            For
                  Norman C. Harbert         2,931,326.0374
                  John L, Pogue             2,926,711.0374
                  Raymond John Wean, III    2,932,572.0374

           On Issue 3 amending the Articles of Incorporation for the purpose of
           increasing the number of authorized common shares from 10,000,000 to
           20,000,000: For - 2,805,115.0374; Against - 105,149 Abstain - 36,675.

           On Issue 4 regarding the retention of Ernst & Young as Independent
           Auditors: For - 2,921,374.0374; Against - 8,531; Abstain - 17,033

ITEM 5. OTHER INFORMATION - Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:

The following exhibits are included herein:

  (11) Statement re: computation of earnings per share

The Corporation did not file a report on Form 8-K during the second quarter of
1997.

                                      -10-


<PAGE>   11


                                   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.

                                         SECOND BANCORP, INC.

Date: August 13, 1997                    /s/ David L.  Kellerman
      ---------------                    -----------------------
                                         David L. Kellerman, Treasurer

                                         Signing on behalf of the
                                         registrant and as principal
                                         accounting officer and principal
                                         financial officer.

                                      -11-

<PAGE>   1
SECOND BANCORP, INCORPORATED AND SUBSIDIARY
STATEMENT 11 RE: COMPUTATION OF EARNINGS PER SHARE

<TABLE>
<CAPTION>
                                                 Three Months Ended               Six Months Ended
                                                      June 30                         June 30
                                                      -------                         -------
                                                 1997           1996            1997             1996
                                                 ----           ----            ----             ----

PRIMARY:

<S>                                           <C>             <C>             <C>             <C>       
Average shares outstanding                     6,784,504       5,600,346       6,726,484       5,447,248
Net effect of dilutive stock options -
  based on the treasury stock method
  using average market price                      57,025          43,566          62,029          48,574
                                              ----------      ----------      ----------      ----------
                                               6,841,529       5,643,912       6,788,513       5,495,822

Net income applicable to Common Stock         $    2,191      $    1,949      $    4,341      $    3,791

Per share amount                              $     0.32      $     0.35      $     0.64      $     0.69


FULLY DILUTED:

Average shares outstanding                     6,784,504       5,600,346       6,726,484       5,447,248
Net effect of dilutive stock options -
  based on the treasury stock method
  using average market price or period-
  end market price, whichever is higher           65,710          46,644          78,972          48,574
Assumed conversion of $1.50 Preferred
  Stock Series A-1                                     0       1,100,300               0       1,248,473
                                              ----------      ----------      ----------      ----------
                                               6,850,214       6,747,290       6,805,456       6,744,295

Net income                                    $    2,191      $    2,178      $    4,341      $    4,251

Per share amount                              $     0.32      $     0.32      $     0.64      $     0.63
</TABLE>










                                      -12-

<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                          31,341
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 2,500
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    251,701
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                        586,416
<ALLOWANCE>                                      7,067
<TOTAL-ASSETS>                                 904,493
<DEPOSITS>                                     648,144
<SHORT-TERM>                                   144,694
<LIABILITIES-OTHER>                              5,792
<LONG-TERM>                                     33,454
<COMMON>                                        28,245
                                0
                                          0
<OTHER-SE>                                      44,164
<TOTAL-LIABILITIES-AND-EQUITY>                 904,493
<INTEREST-LOAN>                                 25,800
<INTEREST-INVEST>                                7,321
<INTEREST-OTHER>                                   143
<INTEREST-TOTAL>                                33,264
<INTEREST-DEPOSIT>                              12,586
<INTEREST-EXPENSE>                              16,138
<INTEREST-INCOME-NET>                           17,126
<LOAN-LOSSES>                                    1,543
<SECURITIES-GAINS>                                  47
<EXPENSE-OTHER>                                 14,321
<INCOME-PRETAX>                                  5,439
<INCOME-PRE-EXTRAORDINARY>                       5,439
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,341
<EPS-PRIMARY>                                      .64
<EPS-DILUTED>                                      .64
<YIELD-ACTUAL>                                    4.40
<LOANS-NON>                                      6,456
<LOANS-PAST>                                     2,721
<LOANS-TROUBLED>                                   140
<LOANS-PROBLEM>                                  6,965
<ALLOWANCE-OPEN>                                 7,300
<CHARGE-OFFS>                                    2,169
<RECOVERIES>                                     1,543
<ALLOWANCE-CLOSE>                                7,067
<ALLOWANCE-DOMESTIC>                             7,067
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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