================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
For the quarterly period ended March 31, 1997 or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
For the transition period from to
Commission file number 0-27590
SECURITY BANK HOLDING COMPANY
(Exact name of small business issuer as specified in its charter)
Oregon 93-0800253
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
170 S. Second St., Coos Bay, Oregon 97420
(Address of Principal Executive Offices) (Zip Code)
(541) 267-5356
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding at April 24, 1997
Common Stock, $5.00 par value 3,169,670
Transitional Small Business Disclosure Format (check one): YES NO X
============================================================================
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
SECURITY BANK HOLDING COMPANY & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS Mar. 31, 1997 Dec. 31, 1996
<S> <C> <C>
Cash and cash equivalents:
Cash and due from banks $6,131 $8,437
Federal funds sold 2,675 --
Total cash and cash equivalents 8,806 8,437
Time deposits - domestic financial institutions 180 270
Investment securities available for sale 78,630 77,416
Loans, net 93,496 88,754
Mortgage loans held for sale,
at cost which approximates market 1,433 2,184
Net investment in direct financing leases 3,152 3,002
Premises and equipment, net 5,469 5,122
Federal Home Loan Bank stock, at cost 1,872 2,169
Other assets 4,232 4,070
Total assets $197,270 $191,424
LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits:
Demand $22,019 $20,954
Interest bearing demand 3,729 3,854
NOW accounts 25,043 23,986
Money market accounts 22,304 19,903
Savings accounts 14,345 14,709
Time deposit 65,137 65,188
Total deposits 152,577 148,594
Securities sold under agreements to repurchase 4,477 4,562
Short term borrowings 579 578
Federal Home Loan Bank borrowings 19,413 17,028
Other liabilities 1,017 1,178
Total liabilities 178,063 171,940
Minority interest in subsidiary 930 938
Shareholders' equity:
Nonvoting preferred stock, $5 par value.
Authorized 5,000,000 shares; none issued -- --
Voting preferred stock, $5 par value.
Authorized 5,000,000 shares; none issued -- --
Common stock, $5 par value.
Authorized 10,000,000 shares - issued and
outstanding 3,169,655 shares in 1997
(3,164,920 shares in 1996) 15,848 15,825
Surplus 1,105 1,041
Retained earnings 3,367 3,295
Unearned ESOP shares at cost (1,718) (1,728)
Unrealized gain on investment securities
available for sale (325) 113
Total shareholders' equity 18,277 18,546
Total liabilities, minority interest
and shareholders' equity $197,270 $191,424
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
SECURITY BANK HOLDING COMPANY & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three months ended March 31,
1997 1996
<S> <C> <C>
Interest income:
Interest on loans $2,284 $2,061
Interest and dividends on securities:
Taxable 1,013 665
Exempt from Federal income tax 206 252
Interest on time deposits-domestic
financial institutions 4 8
Dividend income on Federal Home Loan Bank stock 36 28
Interest on Federal funds sold 17 60
Income on direct financing leases 73 91
Total interest income 3,633 3,165
Interest expense:
Deposits
Interest bearing demand 29 21
NOW 63 60
Money market 186 137
Savings 87 97
Time 847 730
Securities sold under agreements to repurchase 56 30
ESOP debt -- 14
Short term borrowings 6 6
Federal Home Loan Bank borrowings 250 171
Total interest expense 1,524 1,266
Net interest income 2,109 1,899
Provision for loan losses 68 45
Net interest income after provision
for loan losses 2,041 1,854
Other income:
Service charges on deposit accounts 250 217
Gain on sale of investments available for sale, net 3 14
Loan servicing fees 68 80
Sold real estate loan fees 255 257
Other 156 99
Total other income 732 667
Other expense:
Salaries and employee benefits 1,285 1,116
Occupancy of bank premises 122 106
Furniture and equipment 220 184
Professional fees 115 120
FDIC assessment 4 1
Supplies 83 46
Other 415 431
Total other expense 2,244 2,004
Income before provision for income taxes 529 517
Provision for income taxes 158 155
Net income $371 $362
Net income per share $.14 $.17
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
SECURITY BANK HOLDING COMPANY & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
Three months ended March 31,
1997 1996
<S> <C> <C>
Cash flows provided by operating activities:
Net income $371 $362
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 152 159
Provision for loan losses 68 45
Origination of mortgage loans held for sale (11,113) (15,514)
Proceeds from mortgage loans sold 11,864 15,874
Net loss on sale of fixed assets -- 10
Net loss on call of investment securities
available for sale (3) --
Net gain on sale of investment securities
available for sale -- (14)
Federal Home Loan Bank stock dividend (36) (28)
ESOP related compensation expense 99 146
Increase in other assets (162) (15)
Increase in other liabilities 97 262
Net cash provided by operating activities 1,337 1,287
Cash flows from investing activities:
Net decrease in time deposits-domestic
financial institutions 90 180
Purchase of investment securities available for sale (5,830) (19,883)
Proceeds from sale of investment securities
available for sale -- 5,606
Proceeds from maturities and call of investment
securities available for sale 3,924 1,527
Net loan originations (4,723) (229)
Purchase of participations (87) (23)
Additions to premises and equipment (500) (138)
Purchase of Federal Home Loan Bank stock (941) (221)
Redemption of Federal Home Loan Bank stock 1,274 --
Proceeds from sale of premises and equipment -- 18
Originations of direct financing leases (511) (185)
Gross payments on direct financing leases 361 284
Minority interest in subsidiary (8) --
Net cash used in investing activities (6,951) (13,064)
Cash flows from financing activities:
Net increase in deposits 3,983 5,939
(Decrease) increase in securities sold with
agreements to repurchase (85) 104
Increase of Federal Home Loan Bank borrowings 2,385 2,221
Payment of dividends (299) (225)
Other (1) 70
Net cash provided by financing activities 5,983 8,109
Net increase in cash and cash equivalents 369 (3,668)
Cash and cash equivalents at beginning of period 8,437 8,097
Cash and cash equivalents at end of period $8,806 $4,429
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $1,538 $1,174
Income taxes 15 68
Supplemental disclosures of investing activities:
Unrealized (loss) gain on investment
securities available for sale, net of tax $(438) $805
Loans transferred to other real estate owned $-- $--
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
SECURITY BANK HOLDING COMPANY & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) Summary of Significant Accounting Policies
(a) Basis of Financial Statement Preparation
The accompanying consolidated financial statements have been prepared by the
Company without audit and in conformity with generally accepted accounting
principles for interim financial information. Accordingly, certain financial
information and footnotes have been omitted or condensed. In the opinion of
management, the consolidated financial statements include all necessary
adjustments (which are of a normal and recurring nature) for the fair
presentation of the results of the interim periods presented. These financial
statements should be read in conjunction with the Company's audited consolidated
financial statements for the year ended December 31, 1996. The results of
operations for the interim period shown in this report are not necessarily
indicative of results for any future interim period or the entire fiscal year.
(b) Net Income Per Share
Net income per share is based on the weighted average number of common share and
common stock equivalents outstanding during each period (2,713,756 and 2,189,139
shares at March 31, 1997 and 1996, respectively) and the effect of stock options
to the extent they are deemed to be dilutive.
<PAGE>
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
For the Quarter ending March 31, 1997 and 1996
General. Net income increased to $371,000 for the three months ended March 31,
1997 from $362,000 for the same period of 1996, a 2.5% increase. The increase
in both interest expense and other expense were offset by increases in interest
income and other income. The increase in net income is mostly attributable to
an increase in net earning assets over the same period in 1996.
Net Interest Income. Net interest income before the provision for loan losses
increased $210,000 or 11.1% for the three months ended March 31, 1997 over the
same period in 1996. The increase in interest income was primarily due to $28.5
million or 19.1% increase in average interest-earning assets for the three
months ended March 31, 1997 over the same period in 1996. The increase in
average interest-earning assets was mostly attributable to an increase in
investment securities volume of $18.4 million, which accounted for $303,000 of
the total increase in interest income, and an increase in loan volume of $13.5
million, which accounted for $343,000 of the total increase in interest income.
Average interest-bearing liabilities increased $26.4 million or 18.3% for the
three months ended March 31, 1997, compared to the same period in 1996. The
volume increase accounted for $285,000 of the total increase in interest
expense.
Provision for Loan Losses. The loan loss provision during the three month
period ended March 31, 1997, was $68,500 and $45,000 for the same period in
1996. Net charge-offs during the three month periods were $37,000 and $12,000
for 1997 and 1996, respectively. The increase in loan loss provision includes
$13,500 for Lincoln Security Bank, which commenced operations in May, 1996.
Management believes the loan loss provision maintains the reserve for loan
losses at an appropriate level. The reserve for loan losses was $1,150,000 at
March 31, 1997, as compared to $1,096,000 at March 31, 1996. The Company's
ratio of reserve for loan losses to total loans was 1.16% at March 31, 1997,
compared to 1.30% at March 31, 1996.
Non-performing assets (defined as loans on non-accrual status, 90 days or more
past due, and other real estate owned) were $550,000 and $444,000 at March 31,
1997 and 1996, respectively. Management believes the loans are adequately
secured and that no significant losses will be incurred.
Other Income. Other income increased 9.9% to $732,000 for the three months
ended March 31, 1997 as compared to $667,000 for the same period in 1996. The
increase in other income is due primarily to an increase in service charges on
deposit accounts, resulting from an increase in total deposit balances. Loan
servicing fees have decreased approximately $12,000 from the first quarter of
1996, resulting from a sale of the servicing portfolio in November 1996. Given
the Company's acquisition of servicing through normal production, it is
estimated that loan servicing income will increase to fourth quarter 1996 levels
within one year.
Other Expense. Other expense increased 12% to $2,244,000 for the three months
ended March 31, 1997 compared to $2,004,000 for the same period in 1996. The
primary other expenses are salaries and the related employee benefits, and
expenses relating to occupancy and equipment. Salaries and employee benefits
were up due to increased staff levels and approximately $207,000 in additional
operating expenses associated with Lincoln Security Bank, which, as discussed
above, commenced operations in May 1996.
<PAGE>
Compensation expense associated with the Employee Stock Ownership Plan (ESOP), a
leveraged employee-retirement benefit plan which owns approximately 30.8% of the
common stock of the Company, has been adjusted in anticipation of a
restructuring of the related ESOP debt in fiscal 1997. The net result of this
adjustment is approximately $53,000 in lower compensation expense for the three
months ended March 31, 1997 as compared to the same period in 1996. ESOP
compensation expense is based upon the number of shares of stock released during
the year at the average share price during the year. Given the recent increase
in share price of the Company's stock, and given the planned retirement benefit
levels provided to the employees of the Company, the Company is in the process
of restructuring the related ESOP debt, which determines the total number of
shares released during the year. It is anticipated the ESOP debt will be
extended past its present maturity, thereby reducing ESOP related compensation
expense recorded by the Company. The process of restructuring the ESOP debt
will involve obtaining a Private Letter Ruling (PLR) from the Internal Revenue
Service. Recently issued PLR's suggest the Company will be able to restructure
the ESOP debt. However, there can be no assurance the restructuring will be
successful at this time. Based on the original debt structure, and given the
recent increase in the price of the Company's common stock, compensation expense
for the first quarter of 1997 would have been approximately $90,000 higher, for
a total of $160,000, compared to $123,000 for the first quarter of 1996.
Financial Condition
Total assets have continued to grow in 1997 as compared to the prior periods.
Total assets have grown 3% to $197.3 million at March 31, 1997, compared to
$191.4 million at December 31, 1996. The growth in assets in 1997 was primarily
the result of loan demand, as the southern Oregon coast's growth and economic
factors continue to be favorable. The ratio of gross loans and leases to
deposits increased to 65% at March 31, 1997, compared to 64% at December 31,
1996. Lincoln Security Bank, opened in May 1996 in Newport, Oregon, had total
assets of $18.5 million and total deposits of $15.5 million as of March 31,
1997.
The growth in interest-earning assets has been predominantly in loans and
investment securities. Net loans and leases increased $4.1 million from
December 31, 1996, to March 31, 1997. Investment securities increased $1.2
million as of March 31, 1997, due to the continued growth in deposit funds and
Federal Home Loan Bank borrowings available for investment. Federal funds sold,
reflecting short term (over-night) investments, increased at the comparable
period-end time frames. The level of federal funds sold fluctuates daily
relative to loan demand, deposit fluctuations and investment activity, and
provides a source of liquidity for the Company.
Deposit growth continued for the three months ended March 31, 1997. Total
deposits increased $4.0 million to $152.6 million at March 31, 1997, compared to
$148.6 million at December 31, 1996. The growth in 1997 has been predominantly
in interest-bearing deposits. The ratio of interest-bearing deposits to total
deposits decreased slightly from 85.9% at December 31, 1996, to 85.6% at March
31, 1997.
Security Bank is a member of the Federal Home Loan Bank of Seattle. This
membership allows Security Bank access to low cost, long-term funding otherwise
unavailable. Security Bank has utilized this funding, and in 1996 borrowed $5.5
million to support loan and investment growth. In the three months ended March
31, 1997, Security Bank has borrowed an additional $2.4 million, leaving the
balance at $19.4 million as of March 31, 1997.
<PAGE>
Liquidity
Liquidity enables the Company to meet the withdrawals of its depositors and the
borrowing needs of its loan customers. The Company maintains its liquidity
position through maintenance of cash resources and a stable core deposit base.
A further source of liquidity is the Company's ability to borrow funds. The
Company maintains three unsecured lines of credit totaling $10.5 million for the
purchase of funds on an overnight basis. As discussed above, Security Bank is
also a member of the Federal Home loan Bank which provides a secured line of
credit in the amount of $35.7 million (20% of total assets), and other funding
opportunities for liquidity and asset/liability matching. Over the past four
years these lines have been used periodically. As of March 31, 1997 no funds
were borrowed under the Company's unsecured lines of credit and $19.4 million
were borrowed from the Federal Home Loan Bank. Interest rates charged on the
lines are determined by market factors. In addition, the Company has
approximately $45 million in repurchase agreement availability. The Company's
liquidity has been stable and adequate over the past four years. Short-term
deposits have continued to grow and excess investable cash is loaned on a short
term basis (federal funds sold). The Company's primary source of funds is
consumer deposits and commercial accounts. These funds are not subject to
significant movements as a result of changing interest rates and other economic
factors, and therefore enhance the Company's long term liquidity.
Capital Resources
Beginning in 1990, federal regulators required the calculation of Risk-based
Capital. This is an analysis that weights balance sheet and off-balance sheet
items for their inherent risk. It requires minimum standards for Risk-based
Capital by Capital Tier. Full implementation of this analysis was required in
1992, requiring a minimum total Risk-based Capital ratio of 8.00%, a minimum
Tier 1 Capital Ratio of 4.00% and a minimum Leverage Capital Ratio of 3%. At
March 31, 1997, the Company had a Total Risk-based Capital Ratio of 16.52%, a
Tier 1 Capital Ratio of 15.58% and a Leverage Capital Ratio of 9.95%. This was
compared to 17.02%, 16.07% and 10.87% for total Risk-based Capital Ratio, Tier 1
Capital Ratio and Leverage Capital Ratio, respectively, at December 31, 1996.
If the Company were fully leveraged, further growth would be restricted to the
level attainable through generation and retention of net income unless the
Company were to seek additional capital from outside sources.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders.
An annual meeting of the shareholders of Security Bank Holding Company was
held on March 19, 1997, in Coos Bay, Oregon. Matters voted upon by the
shareholders were the election of three Directors for three year terms to
expire in the year 2000. A quorum was reached, and the results of the
election are as follows:
<TABLE>
<CAPTION>
# votes for # votes against
<S> <C> <C>
Harry A. Slack, Jr. 2,037,809 7,312
Kathleen M. Kerins 2,044,783 338
Donald L. Goddard 2,037,809 7,312
</TABLE>
As a result of the vote, each of the Directors above were elected for a
three year term to expire in the year 2000. There were 50,775 shares
abstained.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
The following exhibit is being filed herewith:
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K.
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATED: April 24, 1997.
SECURITY BANK HOLDING COMPANY
By: /s/ Charles D. Brummel
Charles D. Brummel
President and Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This Schedule contains summary financial information extracted from the
unaudited financial statements for the three month period ending March 31, 1997,
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 6,131
<INT-BEARING-DEPOSITS> 180
<FED-FUNDS-SOLD> 2,675
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 78,630
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 80,063
<ALLOWANCE> 1,150
<TOTAL-ASSETS> 197,270
<DEPOSITS> 152,577
<SHORT-TERM> 24,469
<LIABILITIES-OTHER> 1,017
<LONG-TERM> 0
0
0
<COMMON> 15,848
<OTHER-SE> 2,429
<TOTAL-LIABILITIES-AND-EQUITY> 197,270
<INTEREST-LOAN> 2,284
<INTEREST-INVEST> 1,219
<INTEREST-OTHER> 130
<INTEREST-TOTAL> 3,633
<INTEREST-DEPOSIT> 1,212
<INTEREST-EXPENSE> 1,524
<INTEREST-INCOME-NET> 2,109
<LOAN-LOSSES> 68
<SECURITIES-GAINS> 3
<EXPENSE-OTHER> 2,244
<INCOME-PRETAX> 529
<INCOME-PRE-EXTRAORDINARY> 371
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 371
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.14
<YIELD-ACTUAL> 4.82
<LOANS-NON> 550
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,119
<CHARGE-OFFS> 70
<RECOVERIES> 33
<ALLOWANCE-CLOSE> 1,150
<ALLOWANCE-DOMESTIC> 0<F1>
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0<F1>
<FN>
<F1>These items not required by Regulation SB.
</FN>
</TABLE>
