<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: Commission File Number:
JUNE 30, 1996 0-18505
SOUTHWEST BANKS, INC.
---------------------------------------------------------
(Exact name of registrant as specified on its charter)
FLORIDA 65-0083473
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
900 GOODLETTE ROAD NORTH, NAPLES, FLORIDA 34102
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941)262-7600
--------------------------
- -------------------------------------------------------------------------------
(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 and 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:
COMMON STOCK, $.10 PAR VALUE 3,654,803
- ---------------------------- -----------------------------
Class Outstanding at August 1, 1996
1
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<TABLE>
<CAPTION>
INDEX PAGE
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<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets:
June 30, 1996 and December 31, 1995 3
Consolidated Statements of Income:
Three Months Ended June 30, 1996 and 1995 4
Consolidated Statements of Income:
Six Months Ended June 30, 1996 and 1995 5
Consolidated Statements of Cash Flows:
Six Months Ended June 30, 1996 and 1995 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Securities Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
</TABLE>
2
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SOUTHWEST BANKS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, 1996 DEC 31, 1995
------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and Demand Balances Due from Banks $ 25,304,619 $ 25,135,628
Federal Funds Sold 8,000,000 31,724,000
------------ ------------
Total Cash and Cash Equivalents 33,304,619 56,859,628
Securities Available for Sale at Fair Value
(Cost of $61,039,084 and $50,109,434) 59,700,418 50,401,563
Securities Held to Maturity at Cost
(Fair Value of $18,266,313 and $23,946,120) 18,455,820 23,834,164
Loans 267,240,680 238,509,066
Less: Allowance for loan losses (1,881,306) (1,585,285)
Unearned income & deferred loan fees (192,000) (257,550)
------------ ------------
Net Loans 265,167,374 236,666,231
Premises and Equipment 14,414,159 14,413,940
Accrued Interest Receivable 2,776,571 2,594,888
Other Assets 4,741,488 1,691,377
------------ ------------
TOTAL $398,560,449 $386,461,791
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $337,326,267 $324,830,614
Federal Funds Purchased and Securities Sold Under
Agreements to Repurchase 17,563,295 18,276,769
Other Short Term Borrowings 10,000,000 10,000,000
Accrued Interest Payable 1,524,580 1,714,022
Accrued Expenses and Other Liabilities 1,130,659 1,696,483
------------ ------------
Total Liabilities 367,544,801 356,517,888
Stockholders' Equity:
Common Stock, Par Value $.10, 25,000,000 Shares
Authorized, 3,654,089 Shares Issued and Outstanding 365,409 365,409
Capital Surplus 28,322,888 28,322,888
Retained Earnings 3,162,276 1,462,295
Unrealized (Loss)Gain on Securities Available for Sale (834,925) 182,201
Employee Stock Ownership Plan Obligation 0 (388,890)
------------ ------------
Total Stockholders' Equity 31,015,648 29,943,903
------------ ------------
TOTAL $398,560,449 $386,461,791
============ ============
</TABLE>
3
See notes to consolidated financial statements.
<PAGE> 4
SOUTHWEST BANKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
----------------------------
1996 1995
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<S> <C> <C>
INTEREST INCOME
Interest and Fees on Loans $6,141,018 $5,026,617
Interest on Federal Funds Sold 111,426 154,487
Interest on Investment Securities and Other 1,254,577 935,896
---------- ----------
Total Interest Income 7,507,021 6,117,000
INTEREST EXPENSE
Interest Expense on Deposits 2,785,686 2,363,412
Interest on Short-Term Borrowings 312,989 520,333
---------- ----------
Total Interest Expense 3,098,675 2,883,745
---------- ----------
Net Interest Income 4,408,346 3,233,255
Provision for Loan Losses 255,000 165,000
---------- ----------
Net Interest Income after Provision for Loan Losses 4,153,346 3,068,255
OTHER INCOME
Service Charges, Commissions and Fees 888,301 613,951
Gain on Sale of Investment Securities 16,649 0
---------- ----------
Total Other Income 904,950 613,951
OTHER EXPENSE
Salaries and Benefits 1,997,669 1,644,292
Occupancy 324,647 253,682
Equipment Rental, Depreciation and Maintenance 495,226 405,499
General Operating 864,465 902,986
---------- ----------
Total Other Expenses 3,682,007 3,206,459
---------- ----------
Income Before Taxes 1,376,289 475,747
Provision for Income Taxes 477,050 157,057
---------- ----------
NET INCOME $ 899,239 $ 318,690
========== ==========
EARNINGS PER SHARE $ 0.23 $ 0.08
========== ==========
Weighted average shares outstanding 3,970,160 $3,864,524
========== ==========
</TABLE>
See notes to consolidated financial statements.
4
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SOUTHWEST BANKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
---------------------------
1996 1995
----------- ------------
<S> <C> <C>
INTEREST INCOME
Interest and Fees on Loans 12,019,898 $ 9,446,034
Interest on Federal Funds Sold 414,073 404,668
Interest on Investment Securities and Other 2,408,152 1,615,899
---------- -----------
Total Interest Income 14,842,123 11,466,601
INTEREST EXPENSE
Interest Expense on Deposits 5,595,668 4,281,086
Interest on Short-Term Borrowings 660,397 1,120,297
---------- -----------
Total Interest Expense 6,256,065 5,401,383
---------- -----------
Net Interest Income 8,586,058 6,065,218
Provision for Loan Losses 480,000 315,000
---------- -----------
Net Interest Income after Provision for Loan Losses 8,106,058 5,750,218
OTHER INCOME
Service Charges, Commissions and Fees 1,737,955 1,147,606
Gain on Sale of Investment Securities 16,649 0
---------- -----------
Total Other Income 1,754,604 1,147,606
OTHER EXPENSE
Salaries and Benefits 3,952,531 3,209,969
Occupancy 617,550 476,880
Equipment Rental, Depreciation and Maintenance 978,875 760,691
General Operating 1,718,260 1,765,776
---------- -----------
Total Other Expenses 7,267,216 6,213,316
---------- -----------
Income Before Taxes 2,593,446 684,508
Provision for Income Taxes 893,464 211,495
---------- -----------
NET INCOME $1,699,982 $ 473,013
========== ===========
EARNINGS PER SHARE $ 0.43 $ 0.12
========== ===========
Weighted average shares outstanding 3,970,160 3,853,668
========== ===========
</TABLE>
See notes to consolidated financial statements.
5
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SOUTHWEST BANKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
-------------------------
1996 1995
---------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,699,982 $ 473,013
Adjustments to reconcile net income to cash provided
by (used in) operating activities:
Depreciation and Amortization 870,395 625,319
Accretion of discounts and deferred loan fees, net 35,362 (196,939)
Provision for loan losses 480,000 315,000
(Increase) decrease in other assets (3,050,111) 317
Increase (decrease) in accrued expenses and
other liabilities (176,935) 104,291
(Increase) decrease in accrued interest receivable (181,683) (358,621)
Increase (decrease) in accrued interest payable (189,442) 288,520
------------ ------------
Cash provided by (used in) operating activities (512,432) 1,250,900
NET CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans (28,486,318) (31,990,646)
Gross loan participations sold 0 0
Loan participations purchased (510,573) (2,232,834)
Purchase of held-to-maturity-securities 0 (2,208,179)
Proceeds from maturing held-to-maturity securities 5,358,730 3,243,237
Purchases of available-for-sale securities (22,296,434) (19,045,615)
Proceeds from available-for-sale securities 11,980,453 5,387,015
Purchases of premises and equipment (870,614) (3,438,474)
------------ ------------
Cash used in investing activities (34,824,756) (50,285,496)
NET CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 12,495,653 61,942,384
Net increase (decrease) in securities sold under
agreement to repurchase (713,474) 10,217,177
Net increase (decrease) in federal funds purchased and
other short-term borrowings 0 (4,500,000)
Net proceeds from sale of common stock 0 243,414
------------ ------------
Cash provided by financing activities 11,782,179 67,902,975
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (23,555,009) 18,868,379
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 56,859,628 14,934,854
------------ ------------
CASH AND CASH EQUIVALENTS, END
OF PERIOD $ 33,304,619 $ 33,803,233
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION - Cash paid during period for:
Interest $ 6,445,507 $ 5,112,863
============ ============
Taxes $ 1,037,000 $ 353,500
============ ============
</TABLE>
See notes to consolidated financial statements.
6
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SOUTHWEST BANKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1: Basis of Presentation
The Consolidated Balance Sheets for Southwest Banks, Inc. and Subsidiaries (the
Company) as of June 30, 1996 and December 31, 1995, the Consolidated Statements
of Income for the three month and six month periods ended June 30, 1996 and
1995, and the Consolidated Statements of Cash Flows for the six month periods
ended June 30, 1996 and 1995 included in this Form 10-Q have been prepared by
the Company which is responsible for their integrity and objectivity pursuant to
the rules and regulations of the Securities and Exchange Commission. The
statements are unaudited except for the Balance Sheet as of December 31, 1995
and have not been compiled, reviewed or audited by outside accountants.
The accounting policies followed for interim financial reporting are set forth
in Note A of the Company's latest Annual Report to Shareholders, which is
incorporated by reference in the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission.
The Company maintains a system of internal accounting control designed to
provide reasonable assurance that assets are safeguarded and the transactions
are properly executed, recorded and summarized to produce reliable records and
reports.
To the best of management's knowledge and belief, the statements and related
information were prepared in conformity with generally accepted accounting
principles and are based on recorded transactions and management's best
estimates and judgments. The interim results of operations are not necessarily
indicative of the results which may be expected for the full year.
The consolidated financial statements included herein include, in the opinion
of management, all adjustments (which include only normal recurring
adjustments) necessary for a fair presentation of the financial condition and
results of operations of the Company for the periods indicated.
Note 2: Pending Merger Transaction
In February, 1996, the Company entered into an Agreement and Plan of Merger
with F.N.B. Corporation ("FNB"), Hermitage, Pennsylvania, which provides for
the merger of the Company into FNB. Upon effectiveness of the merger, the
Company's shareholders will become entitled to receive, 0.819 shares of FNB
common stock in exchange for each share of common stock of the Company then
held by them. In connection with this agreement, the Company has granted FNB
an option to purchase 727,163 shares of the Company's common stock for $15 per
share, which becomes exercisable upon the occurrence of certain events, as
defined.
The proposed merger is expected to be treated as a tax-free reorganization
under Section 368(a) of the Internal Revenue Code and shall be treated as a
pooling-of-interests for accounting purposes.
In this connection, the Company is deferring expenses associated with the
merger until such time as all conditions precedent to the merger are met or the
merger agreement is otherwise terminated. Costs incurred in connection with
the merger aggregate approximately $235,295. The merger is expected to be
completed in January 1997.
7
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
For the six months ended June 30, 1996, the Company experienced continued
asset, loan and deposit growth. Total assets were $398,560,449, an increase of
$12,098,658 or 3.1%, compared to fiscal year end 1995. The increase was
recognized primarily by increases in net loans of $28.5 million and investments
of $3.9 million, net of a decrease in cash and cash equivalents of $23.6
million. Total earning assets grew by $9.0 million aggregating $354 million at
June 30, 1996.
Funding the increase in assets was an increase in deposits and short term
borrowings. Deposits and short term borrowings increased 3.3% or $11.8 million
since December 31, 1995.
RESULTS OF OPERATIONS
Three Months Ended June 30, 1996 and 1995:
Interest income increased $1,390,021 or 22.7% in the second quarter of 1996
compared to the comparable period for 1995, while average earning assets
increased by 19.3%. Yields on average earning assets were 8.69% and 8.45% for
the respective periods, the increase resulting from increases in market rates
stemming from Federal Reserve Board rate hikes since this time last year.
Interest expense increased $214,930 or 7.5% in the second quarter of 1996 as
compared to the second quarter of 1995. While interest bearing liabilities
increased 19.3%, a change in the pricing and mix of deposit products reduced
average rates paid from 4.50% in 1995 to 4.05% in 1996.
Net interest income increased $1.2 million or 36.3% in the second quarter of
1996 as compared to the second quarter of 1995, primarily due to the growth in
volume complemented by the increase in market rates of earning assets together
with the change in deposit pricing and mix as previously discussed. The net
interest margin rose from 4.46% in 1995 to 5.10% in 1996.
Non-interest income exclusive of securities gains for the quarter ended June
30, 1996, increased $274,350 or 44.7% as compared to the comparable period for
1995. The increase is a result of the growth in deposit and fee generating
activity, coupled with the introduction of service charges on certain services
that had previously been provided without charge.
Total non-interest expense increased $475,548 or 14.8% for the second quarter
ended June 30, 1996 compared to the comparable period for 1995. Salaries and
benefits expense represented the area of greatest change. Full time equivalent
employees (FTE) increased from 185 at June 30, 1995 to 213 at June 30, 1996.
Average assets per FTE at June 30, 1996 of approximately $1.87 million improved
from $1.80 million at June 30, 1995.
The provision for possible loan losses for the second quarter ended June 30,
1996 of $255,000 increased by 54.5% compared to that for the second quarter
ended June 30, 1995. While net loans have increased by 21% in the comparable
period, because of the increase in the Company's lending limits and the
resultant increasing size of individual credits being extended, a
proportionately larger increase in the provision is warranted.
8
<PAGE> 9
Six Months Ended June 30, 1996 and 1995:
Interest income increased $3,375,522 or 29.4% in the first six months of 1996
compared to the comparable period for 1995, while average earning assets
increased by 25.0%. Yields on average earning assets were 8.64% and 8.34% for
the respective periods, the increase again resulting from increases in market
rates stemming from Federal Reserve Board rate hikes since this time last year.
Interest expense increased $854,682 or 15.8% in the first six months of 1996 as
compared to the first six months of 1995. While interest bearing liabilities
increased 25.4%, a change in the pricing and mix of deposit products reduced
average rates paid from 4.44% in 1995 to 4.10% in 1996.
Net interest income increased $2,520,840 or 41.6% in the first six months
of 1996 as compared to the first six months of 1995, primarily due to the
growth in volume complemented by the increase in market rates of earning assets
together with the change in deposit pricing and mix as previously discussed.
The net interest margin rose from 4.41% in 1995 to 5.00% in 1996.
Non-interest income exclusive of securities gains for the six months ended June
30, 1996, increased $590,349 or 51.4% as compared to the comparable period for
1995. The increase is a result of the growth in deposit and fee generating
activity, coupled with the introduction of service charges on certain services
that had previously been provided without charge.
Total non-interest expense increased $1,053,900 or 17.0% for the first six
months ended June 30, 1996 compared to the comparable period for 1995.
Salaries and benefits expense represented the area of greatest change.
The provision for possible loan losses for the six months ended June 30, 1996
of $480,000 increased by 52.4% compared to that for the six month period ended
June 30, 1995.
CAPITAL RESOURCES AND LIQUIDITY
Consistent with the objective of operating a sound financial organization, the
Company maintains high capital ratios. Regulatory agencies including the
Office of the Comptroller of the Currency and the Federal Reserve Board have
approved guidelines for a risk-based capital framework that makes capital
requirements more sensitive to the risks germane to each individual
institution. The guidelines require that total capital of 8% be held against
total risk-adjusted assets.
At June 30, 1996, the Company's total risk-based capital ratio was 12.18%.
This compared to 12.96% at June 30, 1995.
The Company's ability to satisfy demands for credit, deposit withdrawals and
other corporate needs depends on its level of liquidity. The Company utilizes
several means to manage its liquidity. Traditionally, increases in deposits
are sufficient to provide adequate levels of liquidity; however, if needed, the
Company has approved extensions of credit available from correspondent banks,
sources for loan sales and primarily short term investments that could be
liquidated if necessary. While the Company has not had a need to utilize these
sources of liquidity, it continues to maintain their availability on a
contingent basis. At June 30, 1996, loans aggregating $696,000 were accounted
for on a non-accrual basis, accruing loans of $36,000 were contractually past
due 90 days or more as to principal or interest payments, and there were no
loans which would be defined as troubled debt restructurings. In addition,
management is not aware of any known trends, demands, events, commitments or
uncertainties that either will result or are reasonably likely to result in a
material increase or decrease in liquidity.
9
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For the six months ended June 30, 1996, the Company used cash of $512,432 in
operating activities as compared to providing cash of $1,250,900 for the same
period in 1995. The change results principally from an increase in net accrued
and other assets and liabilities aggregating approximately $3.5 million offset
by increased earnings of $1,227,000.
Cash used in investing activities for the second quarter of 1996 was
$34,824,756 as compared to $50,285,496 in 1995. The decrease was principally
realized in decreases in loan growth ($29.0 million in 1996 as compared to
$34.2 million in 1995), together with a reduction in the growth of the
investment portfolio ($4.9 million in 1996 compared to $12.6 million in 1995).
Cash provided from financing activities was $11,782,179 for the six months
ended June 30, 1996 as compared to $67,902,975 for the comparable period in
1995. The decrease was principally due to a reduction in the attraction of
deposits and customer repurchase agreements ($13.2 million in 1996 as compared
to $72.1 million in 1995).
10
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
On April 15, 1996, the Company held its 1995 Annual Meeting of
Shareholders. By a cast of 2,953,846 favorable votes (2,876 votes
withheld) (representing 80.9% of outstanding shares), Peter
Mortensen and James S. Lindsay were re-elected to serve as directors
of the Company for a term of three years and until their successors
are elected and qualified. The continuing directors of the Company
also include David W. Gomer, Edward J. Mace, Richard C. Myers,
Garrett S. Richter, Gary L. Tice and Larry A. Wynn.
On June 17, 1996, the Company held a special meeting of its
shareholders for the purpose of voting on the Agreement and Plan of
Merger with F.N.B. Corporation dated February 2, 1996. Votes
totaling 2,474,763 shares (representing 73.6% of all shares entitled
to vote on this matter) were cast. Of these shares, 2,456,980
(73.1% of shares entitled to vote) were voted in favor of the
merger, while votes representing 17,753 shares (0.53%) were against
or otherwise abstained. (See Note 2. to the consolidated financial
statements)
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
27 - Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K.
No Reports on Form 8-K were filed during the
quarter ended June 30, 1996.
11
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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.
SOUTHWEST BANKS, INC.
Dated: August 9, 1996 By: /s/ Gary L. Tice
------------------- -------------------------------------
Gary L. Tice
President and Chief Executive Officer
Dated: August 9, 1996 By: /s/ Lewis S. Albert
------------------- --------------------------------------
Lewis S. Albert
Senior Vice President and
Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 24,304,619
<INT-BEARING-DEPOSITS> 1,000,000
<FED-FUNDS-SOLD> 8,000,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 59,700,418
<INVESTMENTS-CARRYING> 18,455,820
<INVESTMENTS-MARKET> 18,266,313
<LOANS> 267,048,680
<ALLOWANCE> 1,881,306
<TOTAL-ASSETS> 398,560,499
<DEPOSITS> 337,326,267
<SHORT-TERM> 27,563,295
<LIABILITIES-OTHER> 2,655,239
<LONG-TERM> 0
365,409
0
<COMMON> 0
<OTHER-SE> 30,650,239
<TOTAL-LIABILITIES-AND-EQUITY> 398,560,499
<INTEREST-LOAN> 12,019,898
<INTEREST-INVEST> 2,408,152
<INTEREST-OTHER> 414,073
<INTEREST-TOTAL> 14,842,123
<INTEREST-DEPOSIT> 5,595,668
<INTEREST-EXPENSE> 6,256,065
<INTEREST-INCOME-NET> 8,586,058
<LOAN-LOSSES> 480,000
<SECURITIES-GAINS> 16,649
<EXPENSE-OTHER> 7,267,216
<INCOME-PRETAX> 2,593,446
<INCOME-PRE-EXTRAORDINARY> 1,699,982
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,699,982
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0.43
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
