SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
___________________
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________.
Commission File No. 0-16444
SHORELINE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2758932
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
823 Riverview Drive
Benton Harbor, Michigan 49022 49022
(Address of Principal Executive Offices) (Zip Code)
(616) 927-2251
(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 _______
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
As of April 30, 1995, there were 5,001,322 issued and outstanding
shares of the registrant's Common Stock.
SHORELINE FINANCIAL CORPORATION
FORM 10-Q
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet,
March 31, 1995 and December 31, 1994 . . . . . . . . . . . . 1
Condensed Consolidated Statement of Income,
Three Months Ended March 31, 1995 and 1994 . . . . . . . . . 3
Condensed Consolidated Statement of Cash Flows,
Three Months Ended March 31, 1995 and 1994 . . . . . . . . . 4
Notes to Condensed Consolidated Financial Statements . . . . 5-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . 8-12
PART II. OTHER INFORMATION . . .. . . . . . . . . . . . . . . . . . . 13-14
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of Security-Holders . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . .. 13-14
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
-i-
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
<TABLE>
SHORELINE FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
<CAPTION>
March 31, December 31,
1995 1994
<S> <C> <C>
ASSETS
Cash and Due from Banks $ 25,744,943 $ 31,287,807
Federal Funds Sold 21,900,000 20,350,000
Total Cash and Cash Equivalents 47,644,943 51,637,807
Securities Held to Maturity
(Approximate fair values of $54,825,000
and $47,949,000 at March 31, 1995 and
December 31, 1994 respectively) 54,287,896 48,474,113
Securities Available for Sale
(Carried at fair value in 1995 and 1994) 85,012,880 81,175,780
Total Loans 438,611,778 436,529,139
Less Allowance for Loan Losses 6,136,046 5,951,969
Net Loans 432,475,732 430,577,170
Premises and Equipment-Net 9,733,697 9,875,374
Other Assets 11,283,382 12,113,418
Total Assets $640,438,530 $633,853,662
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits:
Non Interest-Bearing $ 61,709,682 $ 70,973,801
Interest-Bearing 508,720,514 495,121,822
Total Deposits 570,430,196 566,095,623
Securities Sold Under Agreements
to Repurchase 2,577,002 2,875,112
Other Liabilities 3,524,724 3,674,459
Long-Term Debt 5,000,000 5,000,000
Total Liabilities 581,531,922 577,645,194
</TABLE>
-1-
<TABLE>
SHORELINE FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEET - Continued
<CAPTION>
March 31, December 31,
1995 1994
<S> <C> <C>
Shareholders' Equity
Common Stock:
10,000,000 shares authorized;
5,001,322 and 4,989,483 shares issued
at March 31, 1995 and December 31, 1994
respectively
Additional Paid-in Capital 45,772,323 45,591,999
Net Unrealized Gain(Loss) on Securities
Available for Sale, Net of Tax Effect 357,087 (1,016,801)
Retained Earnings 12,777,198 11,633,270
Total Shareholders' Equity 58,906,608 56,208,468
Total Liabilities and Shareholders' $640,438,530 $633,853,662
Equity
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-2-
<TABLE>
SHORELINE FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
INTEREST INCOME
Interest and Fees on Loans $ 9,766,484 $ 8,123,185
Interest on Investments 2,201,986 1,786,701
Interest on Federal Funds Sold 292,486 118,475
Total Interest Income 12,260,956 10,028,361
INTEREST EXPENSE
Interest on Deposits 5,482,037 4,239,487
Other Interest Expense 86,764 74,217
Total Interest Expense 5,568,801 4,313,704
NET INTEREST INCOME 6,692,155 5,714,657
Provision for Loan Losses 200,000 175,000
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 6,492,155 5,539,657
OTHER INCOME
Service Charges on Deposit Accounts 457,284 419,373
Trust Income 332,567 343,802
Investment Securities Transactions (30,856) 96,972
Other Operating Income 289,224 353,787
Total Other Income 1,048,219 1,213,934
OTHER EXPENSES
Personnel 2,450,485 2,410,065
Occupancy 304,814 304,311
Equipment 426,826 400,495
Other Operating Expenses 1,561,708 1,574,878
Total Other Expense 4,743,833 4,689,749
INCOME BEFORE INCOME TAXES 2,796,541 2,063,842
Federal Income Tax Expense 754,000 455,000
NET INCOME $ 2,042,541 $ 1,608,842
EARNINGS PER SHARE $ 0.41 $ 0.32
</TABLE>
-3-
The accompanying notes are an integral part of these consolidated financial
statements.
-4-
<TABLE>
SHORELINE FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
Three Months Ended
March 31,
1995 1994
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 2,042,541 $ 1,608,842
Adjustments to Reconcile Net Income to Net Cash
from Operating Activities:
Depreciation and Amortization 353,197 323,220
Provision for Loan Losses 200,000 175,000
Net Amortization and Accretion on Securities
Held-to-Maturity 89,675 200,404
Net Amortization and Accretion on Securities
Available-for-Sale 110,326 414,136
Amortization of Goodwill and Related Core
Deposit Intangible 76,342 65,578
(Gains)Loss on Sales of Securities
Available-for-Sale 30,856 (96,972)
(Gains)Loss on Disposal of
Premises and Equipment (50) 2,575
Decrease in Income Taxes Receivable 754,000 441,564
Increase(Decrease) in Deferred Loan Fees (41,249) 13,163
Increase in Interest Receivable (272,064) (327,113)
Increase in Interest Payable 89,287 77,325
Increase in Other Assets (85,956) (494,955)
Decrease in Other Liabilities (589,026) (268,659)
Total Adjustments 715,338 525,266
Net Cash from Operating Activities 2,757,879 2,134,108
Cash Flows from Investing Activities:
Proceeds from Sales of Securities
Available-for-Sale 971,488 3,091,539
Proceeds from Maturities, Calls and Principal
Reductions of Securities
Held-to-Maturity 1,367,896 6,898,241
Proceeds from Maturities, Calls and
Principal Reductions of Securities
Available-for-Sale 1,278,592 5,781,207
Purchase of Securities Held-to-Maturity (7,271,354) (4,432,518)
Purchase of Securities
Available-for-Sale (4,146,756) (18,286,310)
Net Increase in Loans (2,132,188) (5,616,325)
Recoveries of Loans Charged-Off 74,875 24,508
Premises and Equipment Expenditures (231,320) (402,597)
Proceeds from Disposal of
Premises and Equipment 19,850 14,910
Net Cash from Investing Activities (10,068,917) (12,927,345)
Cash Flows from Financing Activities:
Net Increase(Decrease) in Deposits 4,334,573 (17,242,059)
Net Decrease in Borrowed Funds (298,110) (139,346)
-5-
Dividends Paid (898,613) (793,728)
Proceeds from Shares Issued Under Dividend
Reinvestment Plan 156,506 139,447
Proceeds from Shares Issued Under
Stock Option Plan 23,818 83,274
Net Cash from Financing Activities 3,318,174 (17,952,412)
Net Change in Cash and Cash Equivalents (3,992,864) (28,745,649)
Cash and Cash Equivalents at
Beginning of Year 51,637,807 61,028,786
Cash and Cash Equivalents at March 31 $ 47,644,943 $32,283,137
Cash Paid During the Year for:
Interest $ 5,479,514 $ 4,236,379
Income Taxes $ 0 $ 13,436
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-6-
SHORELINE FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements were prepared in accordance with Rule 10-01 of Regulation S-X and
the instructions for Form 10-Q and, therefore, do not include all disclosures
required by generally accepted accounting principles for complete presenta-
tion of financial statements. In the opinion of management, the condensed
consolidated financial statements contain all adjustments (consisting only of
normal recurring accruals) necessary to present fairly the financial condi-
tion of Shoreline Financial Corporation as of March 31, 1995 and December 31,
1994, and the results of its operations for the three months ended March 31,
1995 and 1994, and its cash flows for the three months then ended. The
results of operations for the three months ended March 31, 1995 are not
necessarily indicative of the results to be expected for the full year.
Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of Shoreline Financial Corporation and its wholly owned sub-
sidiary, Shoreline Bank. All material intercompany accounts and trans-
actions have been eliminated in consolidation.
Investments in Debt and Equity Securities
Securities are classified into held-to-maturity, available-for-
sale and trading categories. Held-to-maturity securities are those which
the Corporation has the positive intent and ability to hold to maturity,
and are reported at amortized cost. Available-for-sale securities are
those which the Corporation may decide to sell if needed for liquidity,
asset-liability management or other reasons. Available-for-sale securities
are reported at fair value, with unrealized gains or losses included as a
separate component of equity, net of tax. Trading securities are bought
principally for sale in the near term, and are reported at fair value with
unrealized gains or losses included in earnings. The Corporation did not
hold any securities considered for this category at any time during the
first quarter of 1995.
Realized gains or losses are determined based on the amortized
cost of the specific security sold.
-7-
During the three month period ended March 31, 1995, the proceeds
from sales of available-for-sale securities were $971,488, with gross
realized gains of $0 and gross realized losses of $30,856 from those sales.
For this period, the change in net unrealized holding gains on available-
for-sale securities was an increase of $2.1 million. There were no sales
or transfers of securities classified as held-to-maturity.
Intangible Assets
Goodwill represents the excess of the purchase price over the
net value of tangible assets acquired and related core deposit intangibles
identified in branch acquisitions. Goodwill is being amortized on a
straight-line basis for a period of ten years. The related core deposit
intangibles are amortized on an accelerated basis over the estimated life
of the deposits acquired. Goodwill totaled $212,339 and $222,290 at March
31, 1995 and December 31, 1994 respectively. Core deposit intangibles
totaled $2,302,647 and $2,369,038 at March 31, 1995 and December 31, 1994
respectively. These amounts are included in Other Assets in the
accompanying balance sheet.
Income Taxes
Income tax expense for the quarter ended March 31, 1995 and 1994
is based upon the liability method, according to SFAS No. 109, "Accounting
for Income Taxes." Certain income and expense items are reported in different
time periods for tax purposes. Deferred or prepaid taxes are recorded in the
balance sheet for these temporary differences.
Earnings Per Share
Earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding and common equivalent
shares with a dilutive effect. On February 16, 1994, the Board of
Directors declared a three-for-two stock split, payable May 31, 1994 to
shareholders of record on May 16, 1994. Common equivalent shares are
shares which may be issuable to employees upon exercise of outstanding
stock options. The average number of shares was 4,992,547 in the first
quarter of 1995, and 4,956,522 in the first quarter of 1994.
-8-
NOTE 2 - Income Taxes
Components of the provision for federal income taxes are as
follows:
<TABLE>
<CAPTION>
March 31, 1995
<S> <C>
Taxes currently payable $1,548,000
Deferred tax benefit (794,000)
Income Tax Expense $ 754,000
</TABLE>
The deferred income taxes are due primarily to the temporary
difference related to depreciation, bad debt deductions, mark-to-market of
securities held-for-sale and deferred loan fees.
The difference between the provision for income taxes shown on
the statement of income and amounts computed by applying the statutory
federal income tax rate to income before income tax expense is as follows:
<TABLE>
<CAPTION>
March 31, 1995
<S> <C>
Income tax calculated at statutory
federal rate of 34% $ 951,000
Increase (decrease) due to tax effect of
Tax-exempt income (285,500)
Nondeductible expense and other 88,500
Income Tax Expense $ 754,000
</TABLE>
The components of the net deferred tax asset recorded in the
balance sheet as of March 31, 1995 are as follows:
<TABLE>
<CAPTION>
<S> <C>
Total deferred tax liabilities $ (734,000)
Total deferred tax assets 2,662,500
Total valuation allowance 0
Net Deferred Tax Asset $1,928,500
</TABLE>
-9-
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Financial Condition
Total deposits were relatively unchanged during the first quarter
of 1995. Total deposits averaged $562.9 million during the first quarter
which compares to average deposits in the fourth quarter of 1994 of $561.6
million. The mix in deposits in comparison to the fourth quarter of 1994 is
as follows:
<TABLE>
<CAPTION>
Avg Bal Avg Bal
(000s) 1st Qtr 95 4th Qtr 94
<S> <C> <C>
Non-Interest Bearing Demand Deposits $ 62,454 $ 65,885
Interest-Bearing Demand Deposits 67,907 55,602
Savings Deposits 184,703 191,074
Time Deposits 247,797 249,070
Total $ 562,861 $561,631
</TABLE>
Success in promoting an interest-bearing demand deposit product
geared toward municipal depositors helped to produce the $12 million of
growth in this category. This growth in interest-bearing demand deposit
accounts was offset by declines in savings deposits (primarily money market
accounts) and, to a lesser degree, non-interest bearing demand deposits and
time deposits. On March 31, 1995, deposits totaled $570.4 million which
compares with the December 31, 1994 total of $566.1 million.
Total loans averaged $436.3 million in the first quarter which
compares to the previous quarter's average of $437.4 million. The Corporation
experienced a slight change in the mix of loans during the first quarter.
Average consumer loans declined approximately $5 million to $53.3 million. This
reflects the sale of Shoreline Bank's student loan and credit card portfolios
during the fourth quarter of 1994. This decline was offset by growth in average
mortgage loans of approximately $3.5 million. At March 31, 1995, total loans
amounted to $438.6 million, which is an increase of $2.1 million over
December 31, 1994.
Federal funds sold totaled $21.9 million on March 31, 1995, which
compares to the balance at December 31, 1994, of $20.4 million. Federal funds
sold averaged $21 million during the first quarter of 1995 which represents
3.3% of total average assets for the period. Total investment securities
amounted to $139.3 million at March 31, 1995. This is an increase of
$9.6 million over total securities at December 31, 1994. Increased investments
in US Government Agency and US Treasury securities accounted for this increase.
-10-
At March 31, 1995, non-performing assets of the Corporation
totaled $1.8 million. Non-performing assets include loans that are
classified for regulatory purposes as contractually past due 90 days or
more, on non-accrual status or troubled debt restructurings and other
real estate owned. This level of non-performing assets represents .41% of
Shoreline's total loans at March 31, 1995, which compares to December 31,
1994's ratio of .51%. This is the lowest level of non-performing assets
attained in the Corporation's history.
During the first quarter of 1995, Shoreline experienced net loan
charge-offs of only $15,923. This represents less than .01% of total
average loans during the quarter. This low level of net charge-offs
together with an increase of $200,000 in the provision for loan losses during
the quarter helped to increase the Corporation's allowance for loan losses
to $6,136,046 at March 31, 1995. At this level, the allowance for loan
losses represents 1.40% of total loans and provides a coverage of greater
than three times the level of non-performing assets identified at March 31,
1995.
Future Transactions
In previous filings, delays in consummating the pending
agreements to purchase the South Haven, Michigan branch from Great Lakes
Bancorp and the Adamsville, Michigan branch from Old Kent Bank were noted.
The lack of determination by regulatory authorities regarding these
transactions continues to delay these acquisitions. Total deposits
represented by these two branches total approximately $20 million.
Liquidity and Rate Sensitivity
During the first quarter of 1995, Shoreline's loan to deposit ratio
was 77.2%. This represents little change from the ratio of 77.9% for the fourth
quarter of 1994. As noted previously, federal funds sold represented 3.3% of
the Corporation's total assets, which compares to 2.7% for the previous quarter.
Approximately $85 million or 61% of Shoreline's total investment securities
portfolio was classified as available for sale on March 31, 1995 and $4.5
million of loans were classified as held for sale. On March 31, 1995, Shoreline
had commitments to make or purchase loans, including the unused portion of lines
of credit, totaling $69.5 million.
On March 31, 1995, the cumulative funding gaps of interest-earning
assets and interest-bearing liabilities for selected maturity periods are il-
lustrated as follows:
-11-
<TABLE>
<CAPTION>
Repriceable or Maturing Within:
<S> <C> <C> <C>
0 to 3 0 to 12 0 to 5
(000s) Months Months Years
Interest-earning assets
Loans $172,254 $236,322 $397,512
Investment Securities 10,163 26,741 108,082
Federal Funds Sold 21,900 21,900 21,900
Total $204,317 $284,963 $527,494
</TABLE>
<TABLE>
<CAPTION>
Repriceable or Maturing Within:
<S> <C> <C> <C>
0 to 3 0 to 12 0 to 5
(000s) Months Months Years
Interest-bearing liabi-
lities
Time Deposits $ 39,889 $144,439 $235,290
Demand Deposits 75,120 75,120 75,120
Savings Deposits 182,076 182,076 182,076
Other borrowings 2,577 2,577 7,577
Total $299,662 $404,212 $500,063
Asset/(Liability) Gap $(95,345) $(119,249) $ 27,431
</TABLE>
This table indicates that total liabilities maturing or repricing within
one year exceed assets maturing or repricing within one year by $119.2
million. The same presentation as of December 31, 1994 produced a liability
gap of $115.9 million at December 31, 1994. Competitive pressures and
other influences may cause certain assets and liabilities to mature or
reprice in other periods or at different volumes than indicated above.
Specifically, all demand and savings accounts are presented as repricing in
the 0-3 month period. Management believes that these types of accounts are
not as sensitive to changes in interest rate in the short term as this
presentation would indicate and that the positive funding gap in the 0-5
year period is more reflective of the Corporation's experience during 1994
and 1995.
Capital Resources
Total shareholders' equity amounted to $58.9 million on March 31,
1995. Included in this total are net unrealized gains on available for sale
securities of $357,000. On March 15, 1995, the Corporation paid a cash dividend
of $.18 per share. A summary of Shoreline's capital position follows:
-12-
<TABLE>
<CAPTION>
March 31, 1995 December 31, 1994
<S> <C> <C>
Equity to assets 9.15% 9.02%
Tier I leverage 8.78% 8.65%
Risk-based:
Tier I Capital 14.23% 13.62%
Total Capital 15.48% 14.87%
</TABLE>
Results of Operations
Net income through March 31, 1995 was $2,042,541, an increase of
27% over the same period in 1994. Increased net interest income provided the
improvement in earnings. The following table illustrates the effect that
changes in rates and volumes of earning assets and interest-bearing liabilities
had on net interest income:
<TABLE>
<CAPTION>
Three Months Ended March 31,
1995 1994
<S> <C> <C>
(000s)
Interest Income (taxable equivalent) $ 12,551 $ 10,441
Interest Expense 5,569 4,314
Net Interest Income $ 6,982 $ 6,127
Average Volume:
Interest-Earning Assets $589,134 $562,573
Interest-Bearing Liabilities 507,798 490,644
Net Differential $ 81,336 $ 71,929
Average Yields/Rates:
Yield on earning assets 8.64% 7.44%
Rate paid on liabilities 4.45% 3.57%
Interest Spread 4.19% 3.87%
Net Interest Margin 4.80% 4.33%
</TABLE>
The change in net interest income (in thousands) is attributable
to the following:
-13-
<TABLE>
<CAPTION>
Volume Rate Inc/(Dec)
<S> <C> <C> <C>
Interest-Earning Assets $ 478 $ 1,632 $ 2,110
Interest-Bearing Liabilities 156 1,099 1,255
Net Interest Income $ 322 $ 533 $ 855
</TABLE>
During the rising rate scenario in 1994, Shoreline's yield on
earning assets increased at a faster pace than its rate on interest-bearing
liabilities which helped to produce the majority of increase in interest
income during the first quarter of 1995 in comparison to the first quarter
of 1994.
Total other income for the quarter ended March 31, 1995 amounted
to $1,048,219. This is a decline of $165,715 from 1994's first quarter
results of $1,213,934. Approximately $128,000 of this variance resulted
from investment securities transactions. In the first quarter of 1994,
$97,000 of gains were realized from securities transactions while $31,000
of losses were recognized during the first quarter of 1995. Other operating
income was down $65,000 in comparison to the prior year, primarily the
result of decreased income from the sale of mortgage loans. During the
first three months of 1995, Shoreline recognized a loss of $1,000 on the
sale of mortgage loans while $47,000 of gains were realized during the same
period in 1994. These negative comparisons to the prior year were offset by
an increase of $38,000 or 9% in service charge income on deposit accounts.
Total other expense amounted to $4,743,833 through March 31,
1995. This represents only a modest increase of $54,084 or 1.2% over the
same period in 1994. Shoreline's ratio of total other expenses to total
average assets decreased from 3.13% in the first quarter of 1994 to 3.05%
in the first quarter of 1995. In addition, Shoreline's efficiency ratio
during the first quarter of 1995 was 57.78% which favorably compares to the
first quarter of 1994's ratio of 64.72%. Personnel expense totaled
$2,450,485 in the first quarter of 1995, which represents an increase of
$40,420 or 1.7% over the first quarter of 1994. Efficiencies gained
primarily as a result of the merger of Shoreline's two affiliates in May of
1994 helped to hold this area of expense to a modest level of increase.
Equipment expense increased $26,331 or 6.6% over the prior year's quarter
resulting primarily from higher levels of depreciation expense.
In summary, Shoreline's net income of $2,042,541 in the first
quarter of 1995 produced a return on average shareholder's equity of 14.22%
and a return on average assets of 1.31%. This compares to the prior year's
ratios of 12.24% and 1.08% respectively. Earnings per share through March
31, 1995 was $.41 and dividends per share was $.18 which produces a
dividend payout ratio of 41%. Earnings per share through March 31, 1994
was $.32 and dividends per share was $.16.
-14-
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
Shoreline Bank is a party, as plaintiff or defendant, to a number
of legal proceedings, none of which is considered material, and all of which
arose in the normal course of its operations.
ITEM 4. Submission of Matters to a Vote of Security-Holders.
The annual meeting of shareholders of Shoreline Financial
Corporation was held on May 4, 1995. The purpose of the meeting was to elect
directors, and to transact any other business that may properly come before the
meeting.
(a) The name of each director elected (along with the number of votes
cast for or authority withheld) and the name of each other director whose term
of office as a director continued after the meeting follows:
<TABLE>
<CAPTION>
Votes Cast
Authority
For Withheld
Elected Directors
<S> <C> <C>
Thomas T. Huff 3,688,297 16,284
L. Richard Marzke 3,694,272 10,309
Dan L. Smith 3,694,272 10,309
Jeffrey H. Tobian 3,675,249 29,332
Ronald L. Zile 3,689,935 14,646
Directors Who Continue to Serve
Louis A. Desenberg James F. Murphy
Merlin J. Hanson Robert L. Starks
Ronald F. Kinney Harry C. Vorys
James E. LeBlanc Hyman Warshawsky
</TABLE>
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The following documents are filed as exhibits to this
report on Form 10-Q:
-15-
Exhibit
Number Document
3.1 Restated Articles of Incorporation. Previously filed as
Exhibit 1(a) to the registrant's Quarterly Report on Form 10-Q
for the period ended June 30, 1994. Here incorporated by
reference.
3.2 Bylaws. Previously filed as Exhibit 3(b) to the registrant's Form
S-1 Registration Statement filed March 23, 1990. Here incor-
porated by reference.
27 Financial Data Schedule.
(b) No reports on Form 8-K were filed during the first quarter of
1995.
-16-
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.
SHORELINE FINANCIAL CORPORATION
(Registrant)
Date: May 15, 1995 By /s/ Dan L. Smith
Dan L. Smith
Chairman, President and
Chief Executive Officer
Date: May 15, 1995 /s/ Wayne R. Koebel
Wayne R. Koebel
Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
-17-
EXHIBIT INDEX
Exhibit
Number Document
3.1 Restated Articles of Incorporation. Previously filed as
Exhibit 1(a) to the registrant's Quarterly Report on Form 10-Q
for the period ended June 30, 1994. Here incorporated by
reference.
3.2 Bylaws. Previously filed as Exhibit 3(b) to the registrant's Form
S-1 Registration Statement filed March 23, 1990. Here incor-
porated by reference.
27 Financial Data Schedule.
-18-
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF SHORELINE
FINANCIAL CORPORATION AND ITS SUBSIDIARY FOR THE QUARTER ENDED MARCH 31,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 25,745
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 21,900
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 85,013
<INVESTMENTS-CARRYING> 54,288
<INVESTMENTS-MARKET> 54,825
<LOANS> 438,612
<ALLOWANCE> 6,136
<TOTAL-ASSETS> 640,439
<DEPOSITS> 570,430
<SHORT-TERM> 2,577
<LIABILITIES-OTHER> 3,525
<LONG-TERM> 5,000
<COMMON> 0
0
0
<OTHER-SE> 58,907
<TOTAL-LIABILITIES-AND-EQUITY> 640,439
<INTEREST-LOAN> 9,767
<INTEREST-INVEST> 2,202
<INTEREST-OTHER> 292
<INTEREST-TOTAL> 12,261
<INTEREST-DEPOSIT> 5,482
<INTEREST-EXPENSE> 5,569
<INTEREST-INCOME-NET> 6,692
<LOAN-LOSSES> 200
<SECURITIES-GAINS> (31)
<EXPENSE-OTHER> 4,744
<INCOME-PRETAX> 2,797
<INCOME-PRE-EXTRAORDINARY> 2,797
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,043
<EPS-PRIMARY> 0.41
<EPS-DILUTED> 0.41
<YIELD-ACTUAL> 3.95
<LOANS-NON> 642
<LOANS-PAST> 772
<LOANS-TROUBLED> 1
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 5,952
<CHARGE-OFFS> 91
<RECOVERIES> 75
<ALLOWANCE-CLOSE> 6,136
<ALLOWANCE-DOMESTIC> 3,065
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 3,071
</TABLE>
