U. S. 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 FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 30, 1999
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
TO
Commission file number 000-21658
MINDEN BANCSHARES, INC.
(Exact name of small business issuer as specified in its charter)
Louisiana 72-0980704
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
401 Main Street, Minden, Louisiana 71055
(Address of principal executive offices) (Zip Code)
(318) 377-4283
(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act of 1934 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:
280,583 as of October 29, 1999
Transitional Small Business Disclosure Format (Check one):
Yes No X
Page 1 of 30 Pages
Exhibit Index - 27
FORM 10-QSB
INDEX
PART I Page
Item 1. Financial Statements - Minden Bancshares,
Inc. and Subsidiary
Consolidated Balance Sheets as of
September 30, 1999 and December 31, 1998 4
Consolidated Statements of Income for
the Three Months and Nine Months
Ended September 30, 1999 and 1998 5
Consolidated Statements of Comprehensive
Income for the Three Months and Nine
Months Ended September 30, 1999 and 1998 6
Consolidated Statements of Cash Flows
for the Nine Months ended September 30,
1999, and 1998 7
Notes to Consolidated Financial 8-10
Statements
Item 2. Management's Discussion and Analysis 11-26
PART II
Item 4. Submission of Matters to a Vote
of Security Holders 27
Item 5. Other Information 27
Item 6. Exhibits and Reports on Form 8-K 28
PART I - Financial Information
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<S> <C> <C>
MINDEN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
September December
1999 1998
-------- --------
ASSETS
-------------------------------------------(in thousands, except per share data)
Cash and Cash Equivalents:
Cash and Due From Banks $13,100 $15,856
Federal Funds Sold 17,000 12,000
--------- ---------
Total 30,100 27,856
--------- ---------
Securities:
Held to Maturity 18,429 18,191
Available for Sale 117,086 132,437
--------- ---------
Total 135,515 150,628
--------- ---------
Federal Reserve Bank and Federal Home Loan Bank Stock 1,630 1,533
Loans, Less Allowance for Loan Losses of $2,906 and $3,392 147,467 136,928
Accrued Interest Receivable 2,930 2,595
Bank Premises and Equipment 4,707 4,167
Real Estate Owned Other Than Bank Premises 336 116
Intangible assets 3,079 3,281
Other Assets 1,499 1,271
--------- ---------
Total Assets $327,263 $328,375
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------------------------
Liabilities:
-----------
Deposits:
Noninterest Bearing $46,439 $47,603
Interest Bearing 230,346 232,768
--------- ---------
Total Deposits 276,785 280,371
Securities Sold Under Repurchase Agreement 9,388 9,933
Accrued Interest Payable 1,110 1,227
Other Liabilities 1,079 730
--------- ---------
Total Liabilities 288,362 292,261
--------- ---------
Stockholders' Equity:
--------------------
Common Stock, par value $2.50 per share; 500,000
shares authorized; 309,816 shares issued;
280,583 and 280,583 shares outstanding 775 775
Additional Paid-In Capital 11,214 11,214
Undivided Profits 28,898 25,038
Accumulated Other Comprehensive Income (684) 389
Treasury Stock-At Cost (1,302) (1,302)
--------- ---------
Total Stockholders' Equity 38,901 36,114
--------- ---------
Total Liabilities and Stockholders' Equity $327,263 $328,375
========= =========
See accompanying notes.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
MINDEN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS & NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
Three Months Nine Months
Ended September 30 Ended September 30
================== ==================
1999 1998 1999 1998
-------- -------- -------- --------
Interest Income: (in thousands, except per share data)
---------------
Interest and Fees on Loans $3,551 $3,439 $10,327 $10,033
Securities:
Held to Maturity (non-taxable) 226 229 662 660
Available for Sale 1,717 1,442 5,076 4,375
Federal Funds Sold 174 352 741 855
Federal Reserve Stock and Other 23 23 67 66
Interest-Bearing Balances with Banks 61 93 197 254
-------- -------- -------- ---------
Total Interest Income 5,752 5,578 17,070 16,243
-------- -------- -------- ---------
Interest Expense:
----------------
Savings and Interest-Bearing Demand Deposits 657 631 1,997 1,849
Time Deposits 1,709 1,670 5,253 4,920
Securities Sold Under Repurchase Agreement and Other 117 134 353 374
-------- -------- -------- ---------
Total Interest Expense 2,483 2,435 7,603 7,143
-------- -------- -------- ---------
Net Interest Income 3,269 3,143 9,467 9,100
Provision for Loan Losses 0 0 0 0
-------- -------- -------- ---------
Net Interest Income After
Provision for Loan Losses 3,269 3,143 9,467 9,100
-------- -------- -------- ---------
Other Income:
------------
Service Charges 586 419 1,471 1,218
Insurance Commissions 39 72 129 177
Mortgage Loan Origination and Related Fees 102 86 303 202
Other Operating Income 117 103 332 344
-------- -------- -------- ---------
Total Other Income 844 680 2,235 1,941
-------- -------- -------- ---------
Operating Expenses:
------------------
Salaries and Employee Benefits 883 825 2,637 2,466
Occupancy Expense 124 113 361 336
Furniture and Equipment Expense 73 64 209 210
Amortization of Intangibles 67 67 201 201
Other Amortization 17 11 45 32
Capital Stock Taxes 121 106 362 319
Stationery, Supplies & Printing 80 44 205 154
Merger Related Expenses 294 0 294 0
Other Operating Expenses 427 426 1,192 1,198
-------- -------- -------- ---------
Total Operating Expense 2,086 1,656 5,506 4,916
-------- -------- -------- ---------
Income Before Income Taxes 2,027 2,167 6,196 6,125
Income Taxes 738 682 2,056 1,926
-------- -------- -------- ---------
Net Income $1,289 $1,485 $4,140 $4,199
======== ======== ======== =========
Earnings Per Share $4.59 $5.29 $14.75 $14.97
======== ======== ======== =========
Dividends Declared Per Share $0.00 $0.00 $1.00 $0.85
======== ======== ======== =========
See accompanying notes.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
MINDEN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS & NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
Three Months Nine Months
Ended September 30 Ended September 30
================== ==================
1999 1998 1999 1998
-------- -------- -------- --------
(in thousands, except per share data)
Net Income $1,289 $1,485 $4,140 $4,199
-------- -------- -------- --------
Other Comprehensive Income:
Unrealized Gains (Losses) on Securities:
Unrealized Gains (Losses) Arising during Period (108) 321 (1,626) 617
Less: Reclassification Adjustment for Gains
Arising during Period 0 0 0 0
-------- -------- -------- --------
Total Gains (Losses) Arising during Period (108) 321 (1,626) 617
Tax (Expense) Benefit 37 (109) 553 (209)
-------- -------- -------- --------
Other Comprehensive Income (71) 212 (1,073) 408
-------- -------- -------- --------
Comprehensive Income $1,218 $1,697 $3,067 $4,607
======== ======== ======== ========
See accompanying notes
</TABLE>
<TABLE>
<S> <C> <C>
MINDEN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
====================
1999 1998
--------- ---------
Cash Flows from Operating Activities: (in thousands, except per share data)
------------------------------------
Net Income $4,140 $4,199
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 430 407
(Gain) Loss on Sale of ORE (14) (18)
(Increase) Decrease in Accrued Interest Receivable (335) 68
(Increase) Decrease in Other Assets (76) (345)
Increase (Decrease) in Accrued Interest Payable (117) 89
Increase (Decrease) in Other Liabilities 349 488
--------- ---------
Total Adjustments 237 689
--------- ---------
Net Cash Provided (Used) by Operating Activities 4,377 4,888
Cash Flows from Investing Activities:
------------------------------------
Proceeds from Sales and Maturities of Investment Securities:
Available for sale 61,078 73,164
Held to maturity 1,562 1,111
Purchase of Investment Securities:
Available for sale (47,450) (74,024)
Held to maturity (1,800) (2,907)
Proceeds from Sales of ORE 306 151
Purchase of Equipment (878) (333)
Net (Increase) Decrease in Loans (10,539) (5,766)
--------- ---------
Net Cash (Used) by Investing Activities 2,279 (8,604)
Cash Flows from Financing Activities:
------------------------------------
Dividends Paid (281) (238)
Net Increase (Decrease) in Noninterest Bearing Demand
Deposits (1,164) 1,686
Net Increase (Decrease) in Interest-Bearing Deposits (2,422) 13,011
Net Increase (Decrease) in Securities Sold Under
Repurchase Agreements (545) 258
Purchase of Treasury Stock 0 (2)
Sale of Treasury Stock 0 16
--------- ---------
Net Cash Provided by Financing Activities (4,412) 14,731
--------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents 2,244 11,015
Cash and Cash Equivalents at Beginning of Period 27,856 21,696
--------- ---------
Cash and Cash Equivalents at End of Period $30,100 $32,711
========= =========
Cash Payments: Interest $7,720 $7,054
========= =========
Income Taxes $2,000 $2,098
========= =========
See accompanying notes.
</TABLE>
MINDEN BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
September 30, 1999
1. Basis of Presentation
The unaudited interim consolidated financial statements of Minden
Bancshares, Inc. and subsidiary are prepared in accordance with generally
accepted accounting principles for interim financial information.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the financial
position and the results of operations for the interim periods presented have
been included.
2. Statement of Cash Flows
For purposes of the Consolidated Statements of Cash Flows, the Company has
defined cash equivalents as those amounts included in the balance sheets
captions Cash and due from banks and Federal funds sold. Cash flows from loans
and deposits of the Company's bank subsidiary are reported on a net basis.
3. Investment Securities
The specific identification method is used to determine realized gains and
losses on sales of investment securities which is included in other operating
income.
Debt securities available for sale are carried at fair market value by
means of valuation account in accordance with SFAS 115. At September 30, the
fair market value of securities available for sale was $1,036,000 less than
amortized cost and at December 31, 1998, the fair market value was $589,000
more than amortized cost.
Debt securities held to maturity are carried at cost, adjusted for the
amortization of premiums and accretion of discount. The amortized cost and
estimated market value of securities held to maturity at September 30, 1999
and December 31, 1998, are as follows:
Securities Held to Maturity
---------------------------
Gross Gross Estimated
Book Unrealized Unrealized Market
Value Gains Losses Value
----- ---------- ---------- --------
September 30, 1999 18,429 153 322 18,260
December 31, 1998 18,191 647 67 18,771
4. Accumulated Other Comprehensive Income
Three Months Ended Three Months Ended
September 30, 1999 September 30, 1998
----------------------- -----------------------
Accumulated Accumulated
Unrealized Other Unrealized Other
Gains (Losses) Comprehensive Gains (Losses) Comprehensive
on Securities Income on Securities Income
-------- --------- -------- -------
Beginning Balance ($613) ($613) $465 $465
Current-period Change (71) (71) 212 212
-------- --------- -------- --------
Ending Balance ($684) ($684) $677 $677
======== ========= ======== ========
Nine Months Ended Nine Months Ended
September 30, 1999 September 30, 1998
----------------------- -----------------------
Accumulated Accumulated
Unrealized Other Unrealized Other
Gains (Losses) Comprehensive Gains (Losses) Comprehensive
on Securities Income on Securities Income
-------- --------- -------- -------
Beginning Balance $389 $389 $269 $269
Current-period Change (1,073) (1,073) 408 408
-------- --------- -------- --------
Ending Balance ($684) ($684) $677 $677
======== ========= ======== ========
5. Earnings per Common Share
The earnings per common share are computed by dividing the net income for
the interim periods by the weighted average number of common shares outstanding.
The weighted average number of shares outstanding in the third quarter, 1999,
and 1998, were 280,583 and 280,645 respectively, and for the first nine months
of 1999 and 1998, were 280,583 and 280,586 respectively.
PART I - Financial Information Continued
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
<TABLE>
<S> <C> <C> <C> <C>
MINDEN BANCSHARES, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
CONSOLIDATED INCOME SUMMARY
AND SELECTED FINANCIAL DATA
(in thousands, except per share and ratio data)
Three Months Ended Nine Months Ended
---------------------- ---------------------
Sept 30 Sept 30 Sept 30 Sept 30
1999 1998 1999 1998
--------- --------- --------- ----------
Interest income $5,752 $5,578 $17,070 $16,243
Interest expense 2,483 2,435 7,603 7,143
--------- --------- --------- ---------
Net interest income 3,269 3,143 9,467 9,100
Provision for possible loan losses 0 0 0 0
--------- ----------- --------- ----------
Net interest income after provision 3,269 3,143 9,467 9,100
Noninterest income 844 680 2,235 1,941
Noninterest expense 2,086 1,656 5,506 4,916
--------- ----------- --------- ----------
Income before taxes 2,027 2,167 6,196 6,125
Income tax expense 738 682 2,056 1,926
--------- ----------- --------- ----------
Net income $1,289 $1,485 $4,140 $4,199
========= =========== ========= ==========
Earnings per share <F1> $4.59 $5.29 $14.75 $14.97
Dividends declared per share $0.00 $0.00 $1.00 $0.85
Average shares outstanding 280.6 280.6 280.6 280.6
Book value per share $138.64 $128.52 $138.64 $128.52
Selected Quarter End Balances:
Loans $l50,373 $142,382
Deposits 276,785 262,880
Debt 9,388 11,067
Equity 38,901 36,069
Total Assets 327,263 311,993
Selected Average Balances:
Loans 153,945 141,803 149,074 140,717
Deposits 278,047 260,852 282,293 255,616
Debt 10,165 10,676 9,988 10,548
Equity 38,347 35,128 37,699 33,786
Total Assets 328,724 308,686 331,996 301,750
Selected Ratios (%)
Return on average assets 1.56% 1.91% 1.67% 1.86%
Return on average equity 13.34% 16.77% 14.68% 16.62%
Net interest margin (taxable equivalent) 4.28% 4.42% 4.16% 4.42%
Tier 1 risk-based capital 21.96% 20.14%
Total risk based capital 23.22% 21.39%
Tier 1 Leverage 11.19% 10.51%
<F1> Earnings per share is based on the weighted average number
of shares in the respective period
</TABLE>
OVERVIEW
The Company's third quarter 1999 net income totaled $1,289 thousand,
($4.59 per share) down 13 percent from $1,485 thousand ($5.29 per share) in the
third quarter, 1998. For the first nine months of 1999, net income was $4,140
thousand ($14.75 per share) down 1 percent from $4,199 thousand ($14.97 per
share) in the first nine months of 1998.
The return on average assets was 1.56 percent for the third quarter,
1999, a decrease of 18 percent from the third quarter, 1998 of 1.91 percent.
The return on average assets was 1.67 percent for the first nine months of 1999,
a 10 percent decrease from 1.86 percent for the same period last year.
The return on average equity was 13.34 percent for the third quarter,
1999, a decrease of 20 percent from the third quarter, 1998 of 16.77 percent.
The return on average equity was 14.68 percent for the first nine months of
1999, a decrease of 12 percent from 16.62 percent in the prior year.
The 1999 third quarter earnings benefitted from a 4 percent increase in
net interest income and a 24 percent increase in noninterest income while
being detrimented by a 26 percent increase in noninterest expense when
compared to the 1998 third quarter. The first nine months of 1999 earnings
benefitted from a 4 percent increase in net interest income over the
prior year period and a 15 percent increase in noninterest income while being
detrimented by 12 percent increase in noninterest expense.
Total assets at September 30, 1999 were 327,263 thousand, up 5 per-
cent from a year ago while decreasing slightly, less than 1 percent from
December 31, 1998.
RESULTS OF OPERATIONS
<TABLE>
<S> <C> <C> <C> <C>
NET INTEREST INCOME
Third Quarter Nine Months
-------------------- --------------------
1999 1998 1999 1998
(in thousands) ========= ========= ========= =========
Total Interest Income $5,752 $5,578 $17,070 $16,243
Total Interest Expense 2,483 2,435 7,603 7,143
--------- --------- --------- ---------
Net Interest Income 3,269 3,143 9,467 9,100
Taxable-Equivalent Adjustment
to Interest Income 89 88 258 254
--------- --------- --------- ---------
Net Interest Income-
Taxable Equivalent Basis <F2> $3,358 $3,231 $9,725 $9,354
========= ========= ========= =========
AVERAGE BALANCES (in thousands):
Interest-Earning Assets <F3> $311,027 $289,971 $312,871 $282,907
========= ========= ========= =========
Interest-Bearing Liabilities $240,901 $224,920 $244,939 $221,773
Interest-Free Funds 70,126 65,051 67,932 61,134
--------- --------- --------- ---------
Total Investable Funds $311,027 $289,971 $312,871 $282,907
========= ========= ========= =========
AVERAGE INTEREST RATES (fully taxable): <F2>
Yield On:
Interest-Earning Assets <F3> 7.45% 7.75% 7.41% 7.80%
Interest-Bearing Liabilities 4.09% 4.30% 4.15% 4.31%
--------- --------- --------- ---------
Spread on Interest-Bearing Funds 3.36% 3.45% 3.26% 3.49%
Contribution of Interest-Free Funds 0.92% 0.97% 0.90% 0.93%
--------- --------- --------- ---------
Net Yield on Interest-Earning Assets 4.28% 4.42% 4.16% 4.42%
========= ========= ========= =========
<F2> Reflects an adjustment to the net interest income amount included in the
Statement of Income to permit comparisons of yields on tax-exempt and
taxable assets.
<F3> Based upon amortized cost of all investment securities. Adjustments to
fair market value for available for sale investment securities amounted to
averages of a negative $1,078 thousand for the third quarter, 1999, and
$159 thousand negative for the first nine months, 1999, as compared to a
positive $697 thousand for the third quarter, 1998, and a positive $627
thousand for the first nine months of 1998.
</TABLE>
Net Interest Income
The Company's net interest income for the 1999 third quarter was $3,269
thousand, an increase of 4 percent over $3,143 thousand in the 1998 third
quarter, and an increase of 5 percent over $3,101 thousand in the second
quarter, 1999. Net interest income for the first nine months of 1999 was
$9,467 thousand, an increase of 4 percent over the first nine months of 1998
of $9,100 thousand. Increases in loan and deposit volumes have been the main
contributors to the increase in net interest income for both periods of 1999
over 1998.
Average Interest-Earning Assets
Average interest-earning assets were $311,027 thousand for the 1999
third quarter, $21,056 thousand higher than the 1998 third quarter, an
increase of 7 percent. For the first nine months of 1999, interest-earning
assets averaged $312,871 thousand, an increase of 11 percent over the prior
year of $282,907 thousand. Average loans increased by $12,142 thousand,
during the third quarter, 1999, over the prior year, and by $8,357 thousand
in the first nine months of 1999 over the first nine months, 1998. Average
investment securities increased by $23,398 thousand during the third quarter,
1999 over the prior year and by $22,547 thousand during the first nine months,
1999 over 1998. During the third quarter, 1999, average Federal funds sold
decreased by $11,907 thousand from the prior year and decreased by $216
thousand in the first nine months, 1999 from the prior year period. Average
interest bearing balances due from banks decreased by $2,686 thousand in the
third quarter, 1999 from the same period last year and decreased by $841
thousand in the first nine months, 1999 from the prior year period.
Average Interest-Bearing Liabilities
Average interest-bearing liabilities for the 1999 third quarter were
$240,901 thousand, compared to $224,920 thousand for the same period last year,
an 7 percent increase, and were $244,939 thousand for the first nine months of
1999 as compared to $221,773 thousand for the prior year, a 10 percent increase.
Average time deposits for the 1999 third quarter were $138,936, an increase
of $11,570 thousand over the same period last year, an increase of 9 percent,
and average time deposits for the first nine months, 1999 were $141,688
thousand as compared to $125,863 thousand in the prior year, an increase of
13 percent. Average savings and interest-bearing demand deposits for the 1999
third quarter were $91,800 thousand, an increase of $4,922 thousand or 6
percent over the same period last year, and were $93,263 thousand in the first
nine months, 1999 as compared to $85,362 in the prior year, an increase of
9 percent.
Net Yield on Interest-Earning Assets
The taxable equivalent net yield on interest-earning assets was 4.28
percent in the third quarter of 1999, a decrease of 14 basis points from
4.42 percent in the same period last year and was 4.16 percent in the first
nine months, 1999 as compared to the prior year of 4.42 percent. The major
contributing factors for the decreases have been the increased competitive
banking market for loans and deposits. Although the taxable equivalent net
yield has decreased from a year ago, the third quarter, 1999 has increased
over the second quarter, 1999 of 4.08 percent.
Management expects that the net yield on earning assets will remain
constant or increase slightly during the balance of 1999.
PROVISION FOR LOAN LOSSES
The Company has made no provision for loan losses in 1999 or 1998.
Management does not anticipate any provision for loan losses during 1999.
A discussion of the Company's loan portfolio, net charge-off and recoveries,
and allowances for loan losses appears on pages 15-18.
<TABLE>
<S> <C> <C> <C> <C>
OTHER INCOME
First
Third Quarter Nine Months
------------------- -------------------
1999 1998 1999 1998
(in thousands) ========= ========= ========= =========
Service Charges $586 $419 $1,471 $1,218
Insurance Commissions 39 72 129 177
Mortgage Loan Origination and
Related Fees 102 86 303 202
Other Operating Income 117 103 332 344
--------- --------- --------- ---------
Total Other Income $844 $680 $2,235 $1,941
========= ========= ========= =========
</TABLE>
Other income for the 1999 third quarter was $844 thousand, up $164 thousand
from the same period last year. For the first nine months of 1999, other income
was $2,235 thousand, an increase of $294 thousand over the same period last
year.
The increases in other income for both periods of 1999 over 1998 have
resulted from increases in fees charged beginning in the second quarter, 1999
and volume increases.
<TABLE>
<S> <C> <C> <C> <C>
OPERATING EXPENSES
First
Third Quarter Nine Months
------------------- -------------------
1999 1998 1999 1998
(in thousands) ========= ========= ========= =========
Salaries and Employee Benefits $883 $825 $2,637 $2,466
Occupancy Expense 124 113 361 336
Furniture and Equipment Expense 73 64 209 210
Amortization of Intangibles 67 67 201 201
Other Amortization 17 11 45 32
Capital Stock Taxes 121 106 362 319
Stationery, Supplies & Printing 80 44 205 154
Merger Related Expenses 294 0 294 0
Other Operating Expenses 427 426 1,192 1,198
--------- --------- --------- ---------
Total Operating Expenses $2,086 $1,656 $5,506 $4,916
========= ========= ========= =========
</TABLE>
Operating expenses for the 1999 third quarter were $2,086 thousand, up
from $1,656 thousand in the 1998 third quarter, an increase of $430 thousand.
Operating expenses for the first nine months of 1999 were $5,506 thousand, an
increase of $590 thousand from $4,916 thousand in the comparable period last
year. During the third quarter, 1999 expenses in connection with the pending
acquisiiton by and merger into Regions Financial Corp. were incurred in the
amount of $294 thousand. The other increases in operating expenses in the
third quarter and for the first nine months, 1999 as compared to the same
periods in the prior year were due primarily to volume increases and
inflation.
Salaries and employee benefits in the 1999 third quarter were $883
thousand, compared to $825 thousand in the same period last year. Salaries
and employee benefits in the 1999 first nine months were $2,637 thousand as
compared to $2,466 thousand in the same period last year. The increases for
both periods in 1999 over 1998 were attributable to salary and staffing
increases.
Combined occupancy expense and furniture and equipment expense for the
1999 third quarter were $197 thousand as compared to $177 thousand for the
same period last year. Occupancy expense and furniture and equipment expense
for the 1999 first nine months were $570 thousand as compared to $546 thousand
for the same period last year. The increases in both 1999 periods has been
due to relocation costs of our Youree Drive Branch and volume changes and
inflation.
Of the other operating expense categories shown, the increases in other
amortization for both periods of 1999 over 1998 was attributable to
amortization of the new computer software. The increases in capital stock
taxes are due to increase in stockholders' equity and increased earnings in
1998 over 1997. The increase in both periods of 1999 over 1998 for
stationery, supplies and printing has been due to the equiping of the new
Youree Drive Branch and inflation and volume increases.
INCOME TAXES
In the 1999 third quarter, the Company recorded income tax expense of
$738 thousand, compared to $682 thousand for the same period last year. In
the 1999 first nine months, income tax expense was $2,056 thousand as compared
to $1,926 thousand in the same period last year.
The effective tax rate was 36.4% for the 1999 third quarter as compared
to 31.5% for the same period last year. The effective tax rate was 33.2% for
the first nine months of 1999, as compared to 31.4% for the same period last
year. The higher effective tax rate in both periods of 1999, as compared
to the same period last year reflects difference in the composition of the
Company's pre-tax income in both years. The major change in pre-tax
income for both periods of 1999 over the prior year is due to incurring
the non tax deductible merger related expenses of $294 thousand.
RECENT ACCOUNTING PRONOUNCEMENTS
In June of 1998, the Financial Accounting Standards Board (FASB) issued
FAS 133, Accounting for Derivative Instruments and Hedging, effective for
all fiscal quarters of fiscal years beginning after June 15, 1999. FAS 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and
for hedging activities. Management does not anticipate any impact by this
FAS upon its financial statements because it does not currently hold any
derivative contracts or engage in any hedging activities and does not
anticipate engaging in any such activities.
In October of 1998, the Financial Accounting Standards Board (FASB)
issued FAS 134, Accounting for Mortgage-Backed Securities Retained after
the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking
Enterprise, effective the first fiscal quarter beginning after December 15,
1998. On the date this Statement is applied, an enterprise may reclassify
mortgage-backed securities and other beneficial interests retained after the
securitization of mortgage loans held for sale from the trading category,
except for those with sales commitments in place. Those securities and
other interests shall be classified based on the entity's ability and intent,
on the date this Statement is initially applied, to hold those investments.
The Company has not been impacted by this Statement because it does not
engage in mortgage banking activities.
OTHER ACCOUNTING ISSUES
Year 2000
---------
The problem now known as the "Year 2000" is the inability of older computer
systems, software and other equipment which have only maintained a two digit
year in date information to chronologically align dates with the occurrence of
the year 2000.
The Board of Directors adopted a "Year 2000 Policy" to insure that all
information systems and other areas which may be affected by the "Year 2000"
millennium change are properly and expeditiously addressed to insure the contin-
uation of normal business operations of the Bank into the next millennium. In
the "Year 2000 Policy," provision is made for a "Year 2000 Plan" whereby an EDP
Steering Committee headed by the Vice President and Data Center Manager would
identify the areas which may be affected by the "Year 2000," and would address
these issues by making necessary recommendations to the Board of Directors
for approval.
The EDP Steering Committee researched the need to upgrade the Bank's
"Mainframe" computer and software and made recommendations to the Board of
Directors, which approved the acquisition. The installation of the new
computer system was completed in the fourth quarter, 1998. The software
was warranted as "Year 2000 Compliant." Formal testing procedures in
accordance with the vendor's instructions have been concluded. All personal
computers in service by the Bank have been tested, and necessary upgrades
have been ordered, installed and tested. The Bank has expended approximately
$500 thousand in complying with its "Year 2000 Policy" and anticipates that
additional expenditures will not exceed $30 thousand.
In accordance with the Bank's "Year 2000 Policy," all computer systems
and electronic date sensitive devices were tested by the end of the first
quarter, 1999. The Bank did not receive test results until early in the
second quarter, 1999. The Bank accomplished its goals relating to it's
electronic date sensitive devices with the receipt of its test results.
Due to concern by banking regulators regarding the risk to the Bank from
effects to larger loan and deposit customers, service providers, vendors and
other sources, if their computer systems fail due to not being year 2000 com-
pliant, the Bank created a year 2000 task force to assess these risks. The
Bank has contacted its larger commercial accounts, both loan and deposit
customers, regarding the capacity of their computer systems to meet year
2000 compliance and is currently evaluating service providers, vendors
and is attempting to identify other sources which may provide an operating
or financial risk to the Bank.
CREDIT PORTFOLIO
Loan Portfolio
The Company's loans outstanding, totaled $150,373 thousand at September
30, 1999 as compared to $140,320 thousand at December 31, 1998 and $142,382
thousand at September 30, 1998. The increase in loans has been due to
increased loan demand.
The following table sets forth the loan classifications at September 30,
1999, December 31, 1998 and September 30, 1998:
--------------------------------
Sept 30, Dec 31, Sept 30,
(in thousands) 1999 1998 1998
--------- --------- ---------
Commercial, Financial & Agricultural Loans $35,394 $36,995 $39,312
Construction Loans Secured by Real Estate 6,869 4,868 4,867
Other Loans Secured by Real Estate 85,505 72,390 72,032
Held for Sale 491 1,275 1,709
Installment and Single Payment Loans 22,104 24,214 24,341
Other Loans 387 876 410
--------- --------- ---------
Total Loans 150,750 140,618 142,671
Less Unearned Discount 377 298 289
--------- --------- ---------
Total Loans net of Unearned Discount $150,373 $140,320 $142,382
========= ========= =========
Non-performing Assets
The following table sets forth the non-performing assets at September 30,
1999, December 31, 1998 and September 30, 1998:
----------------------------
Sept 30, Dec 31, Sept 30,
1999 1998 1998
(in thousands) --------- -------- ---------
Non-Accrual (Impaired-Cash Basis) Loans $127 $ 85 $313
Past-Due Loans 368 914 995
Restructured Loans 0 0 0
------- ------- -------
Total Non-performing Loans 495 999 1,308
Other Real Estate Owned 336 116 352
------- ------- -------
Total Non-performing Assets $831 $1,115 $1,660
======= ======= =======
In addition to the non-performing loans discussed above, management has
identified other loans for which payments are current that are subject to poten-
tial future classification as nonperforming. As of September 30, 1999 these
loans totaled $446 thousand as compared to $73 thousand in this category a
year ago.
Nonaccrual (impaired-cash basis) loans are those loans on which it appears
that the collection of all principal and interest under the loan terms is un-
likely under either the projection of cash flows or values of underlying col-
lateral. Once a determination has been made as to the projected amount which
may be collected, the anticipated under collection is first applied to accrued
interest by reversal against current year earnings with any further under col-
lection anticipated being reflected by a partial charge off of principal
against the reserve for possible loans losses, leaving the anticipated col-
lectible portion as the loan balance which does not accrue interest until
such time as it appears probable that the loan will be fully collectible as
to principal and interest, at which time, it will be reinstated with the
principal increase being recognized as recovery by crediting to reserve for
possible loan losses and the accrued interest being recognized as interest
income. Collections on impaired loans upon which full collection of principal
and accrued interest is unlikely, are first applied to the remaining principal,
with any excess then being applied to the partially charged off principal by
credit to the reserve for possible loan losses, with any additional collection
then being recognized as interest income. Nonaccrual (impaired-cash basis)
loans amounted to 0.08% of total loans at September 30, 1999 and 0.22% of total
loans at September 30, 1998. Interest income on nonaccrual loans which would
have been reported on an accrual basis amounted to approximately $5,000 for
the quarter ended September 30, 1999 as compared to $9,000 for the quarter
ended September 30, 1998 and $23,000 and $27,000 respectively for the nine
months ended September 30, 1999 and 1998. Interest income included cash basis
interest of $29,000 in the third quarter, 1999 as compared to $36,000 in the
third quarter, 1998 and $115,000 in the first nine months, 1999 as compared
to $49,000 in the first nine months, 1998. Cash basis interest provided
increases of 7 basis point in the yield on average loans in the third quarters,
1999 and 1998 and increases of 10 basis points in the first nine months, 1999
as compared to 5 basis points in the first nine months, 1998. Interest income
for both periods, 1999 and 1998 did not include any interest on restructured
loans.
Management groups small homogenous loans - residential mortgage, consumer
installment and small business loans of $20 thousand or less - collectively for
evaluation due to the inability to obtain customer cash flow information to pro-
ject future collections. Due to the inability to project future cash flows, all
of the nonaccrual (impaired) loans discussed are evaluated based upon net
realizable value of underlying collateral. Loans which become past due 90 days
or more, unless due to seasonal fluctuations, are reviewed for impairment.
Other real estate owned normally represents properties acquired as loan
satisfactions which are recorded at the lower of the investment in the loan with
respect to which the assets were acquired, or the fair value of each property,
with the initial write-downs charged to the reserve for loan losses. Subsequent
write-downs of such properties are reflected as such on the income statement and
gains and losses on disposal are accordingly reflected on the income statement.
Allowance for Loan Losses
The allowance for loan losses is available to absorb potential credit
losses from the entire loan portfolio. The appropriate level of the allowance
is based on analyses of the loan portfolio and reflects an amount which, in
management's judgment, is adequate to provide for potential losses. The
analyses include consideration of such factors as the risk rating of
individual credits, the size and diversity of the portfolio, particularly in
terms of industry, economic and political conditions, prior loss experience
and results of periodic credit reviews of the portfolio. Based upon the
results of these analyses, the allowance for losses is increased, from time to
time, by charges to income to the extent management considers appropriate.
The accompanying table reflects the activity in the allowance for loan
losses for the three month and nine month periods ended September 30, 1999,
and 1998.
<TABLE>
<S> <C> <C> <C> <C>
Third Quarter First Nine Months
------------------- ------------------
1999 1998 1999 1998
(in thousands) ========= ========= ========= ========
Balance at Beginning of Period $3,305 $3,511 $3,392 $3,603
Charge-Offs
Commercial, Financial and Agricultural 24 25 56 42
Real Estate - Construction 0 0 0 23
Real Estate - Mortgage 70 4 134 24
Installment Loans to Individuals 336 77 486 214
--------- --------- ------------------
Total 430 106 676 303
--------- --------- ------------------
Recoveries
Commercial Financial and Agricultural 4 0 101 0
Real Estate - Construction 0 0 9 0
Real Estate - Mortgage 7 99 32 170
Installment Loans to Individuals 20 33 48 67
--------- --------- ------------------
Total 31 132 190 237
--------- --------- ------------------
Net Recoveries (Charge-Offs) (399) 26 (486) (66)
Additions Charged to Operations 0 0 0 0
--------- --------- ------------------
Balance at End of Period $2,906 $3,537 $2,906 $3,537
========= ========= ==================
The following table reflects the allowance coverage ratios at September 30,
1999, December 31, 1998 and September 30, 1998.
Sept 30, Dec 31, Sept 30,
For the Quarter Ended: 1999 1998 1998
--------- --------- -----------
Allowance for Loan Losses to:
Loans at Period-End 1.93% 2.41% 2.48%
Average Loans 1.89% 2.39% 2.49%
Non-performing Loans 587.07% 339.54% 270.41%
Non-performing Assets 349.70% 304.22% 213.07%
Total Net Charge-Offs (annualized) to:
Loans at Period-End 1.05% 0.40% (0.07%)
Average Loans 1.03% 0.40% (0.07%)
Allowance for Loan Losses 54.47% 16.96% (2.92%)
</TABLE>
Management deems its allowance for loan losses at September 30, 1999, to
be adequate. The Company considers that it has sufficient reserves to absorb
losses that may currently exist in the portfolio. The Company will continue to
reassess the adequacy of its allowance for loan losses and make provisions
accordingly.
CAPITAL
Total stockholders' equity at September 30, 1999, was $38,901 thousand,
up from $36,114 thousand at December 31, 1998 and $36,069 thousand at September
30, 1998. Stockholders' equity at September 30, 1999, reflects impact of $684
thousand of negative accumulated other comprehensive income as comnpared to
positive impacts at December 31, 1998 of $389 thousand and September 30, 1998
of $677 thousand.
Risk-Based Capital Ratios
In January, 1989, the Federal Reserve Board ("FRB") issued risk-based
capital guidelines which require banking organizations to maintain certain
ratios of "Qualifying Capital" to "risk-weighted assets." "Qualifying Capital"
is classified into Tier 1 and Tier 2 Capital. Tier 1 Capital applicable to
the Company consists only of common equity. Tier 2 Capital applicable to the
Company consists only of qualifying allowance for loan losses. The amount of
Tier 2 Capital may not exceed Tier 1 Capital. In calculating "risk-weighted
assets," certain risk percentages, as specified by the FRB, are applied to
particular categories of both on- and off-balance sheet assets. Effective
December 31, 1992, the guidelines require that banking organizations maintain
a minimum ratio of Tier 1 Capital to risk-weighted assets of 4% and a minimum
ratio of Tier 1 and Tier 2 Capital ("Total Capital") to risk-weighted assets
of 8% (the "final risk-based guidelines"). At September 30, 1999, the
Company's Tier 1 Capital to risk-weighted assets ratio was 21.96% and the
Total Capital to risk-weighted assets ratio was 23.22%.
Leverage Ratios
The Tier 1 leverage ratio is defined as Tier 1 Capital (as defined under
the risk-based capital guidelines) divided by average total assets (net of
allowance for loan losses). The minimum leverage ratio is 3% for banking
organizations that do not anticipate significant growth and that have well-
diversified risk, excellent asset quality, high liquidity and good earnings.
Other banking organizations are expected to have ratios of at least 4% to 5%,
depending upon their particular condition and growth plans. Higher capital
ratios could be required if warranted by the particular circumstances, or risk
profile, of a given banking organization. The FRB has not advised the Company
of any specific minimum Tier 1 leverage ratio applicable to it.
The table which follows sets forth the Company's Tier 1 and Tier 2
Capital, risk-weighted assets, including off balance sheet items, and the
Company's risk-based capital ratios under the final guidelines as well as
Tier 1 leverage ratios.
Capital and Ratios
Sept 30, Dec 31, Sept 30,
1999 1998 1998
(in thousands), except ratios --------- --------- ---------
Tier 1 Capital
Common Stockholders' Equity $36,505 $32,445 $32,043
Tier 2 Capital
Reserve for Possible Loan Losses 2,088 1,982 1,989
--------- --------- ---------
Total Qualifying Capital $38,593 $34,427 $34,032
========= ========= =========
Risk Weighted Assets $166,233 $157,182 $159,081
========= ========= =========
Tier 1 Capital Ratio 21.96% 20.64% 20.14%
Total Capital Ratio 23.22% 21.90% 21.39%
Tier 1 Leverage Ratio 11.19% 10.12% 10.51%
Common Stock Dividends
For the third quarters of 1999 and 1998, the Board of Directors of the
Company did not declare any dividends. Future dividend policies will be
determined by the Board of Directors in light of earnings and financial
condition of the Company and its subsidiary and other factors, including
applicable governmental regulations and policies.
LIQUIDITY MANAGEMENT
The objective of liquidity management is to ensure the availability of
sufficient cash flows to meet all financial commitments and to capitalize on
investment opportunities. Liquidity management addresses the Company's
ability to meet deposit withdrawals on demand or at contractual maturity, to
service indebtedness and to make new loans and investments as opportunities
arise. The Company monitors and reviews its asset and liability mix on a
routine basis.
The primary sources of liquidity include cash and due from banks, Federal
funds sold and investment securities. Additionally, the bank subsidiary has
the ability to borrow and purchase federal funds on a short term basis from
other financial institutions as a source of liquidity should the need arise.
The loan to deposit ratio averaged 55.37% during the 1999 third quarter
and 54.36% during the 1998 third quarter. Cash on hand and due from banks
averaged $14,776 thousand in the 1999 third quarter and $18,230 thousand in
the 1998 third quarter. Federal Funds sold averaged $13,886 thousand in the
1999 third quarter and $25,793 thousand in the 1998 third quarter.
At September 30, 1999, investment securities at amortized cost, totalled
$138,181 thousand, of which $62,719 thousand or 46% mature or reprice
within one year, $51,767 thousand or 38% mature or reprice within two to
five years, and $23,695 thousand or 16% mature in over five years. The
Company does not anticipate any events which would require liquidity beyond
that which is available from the above referenced sources.
SUPERVISION AND REGULATION
Dividends
Substantially all of the funds used by the Company to pay dividends to
its shareholders are derived from dividends paid to it by its subsidiary bank,
which are subject to certain legal restrictions. Under Louisiana law, state
chartered banks cannot pay dividends in excess of current year earnings plus
undistributed earnings of the prior year without the prior approval of the
Commissioner of Financial Institutions. Under Federal law, dividends by state
chartered banks in excess of current year earnings plus undistributed earnings
of the two prior years would require FRB approval.
In addition to the dividend restrictions described above, the FRB and the
Federal Deposit Insurance Corporation ("FDIC") have authority under the
Financial Institutions Supervisory Act to prohibit or to limit the payment of
dividends by banking organizations they supervise, including the Company and
its bank subsidiary if, in the banking regulators' opinions, payment of a
dividend would constitute an unsafe or unsound practice in light of the
financial condition of the banking organization.
Other
In December, 1991, the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA") was enacted. This act provided for recapitalization of
the Bank Insurance Fund ("BIF") and the Savings Association Insurance Fund
("SAIF") of which the Bank is a member of both and substantially revised statu-
tory provisions, including capital standards. FDICIA provided insurance rate
structure which provides lower rates for stronger capitalized banks and banks
with higher supervisory ratings. The BIF became fully funded in 1995 and the
SAIF became fully funded in 1996 thereby reducing BIF and SAIF FDIC premiums.
Minden Bank is subject to FDIC insurance assessments. Effective May 1,
1995, the FDIC revised the BIF assessment rates from 0.23% to 0.04% for the
highest rated banks while retaining 0.31% for the weakest banks when the BIF
became fully funded. The BIF rate schedule was reduced to 0.0% for healthiest
banks to 0.27% for the weakest banks effective January 1, 1996. SAIF assess-
ment rates were 0.23% for the healthiest banks to 0.31% for the weakest banks
until October 1, 1996, whereby provisions of the Deposit Insurance Funds Act of
1996 ("Funds") reduced the rates to 0.0% for the healthiest banks to 0.27% for
the weakest Oakar SAIF banks. Also, effective October 1, 1996, under the Funds
Act, a one time assessment was made on all SAIF insured institutions and all
BIF insured banks with Oakar deposits to fully fund the SAIF. The Funds Ace
also provided for separate assessments under BIF and SAIF effective January 1,
1997 for FICO bond servicing. The FICO assessments under BIF were at the annual
rate of 0.0118% and 0.0592% under SAIF for the third quarter, 1999. Minden Bank
had $39,860 thousand of deposits in the third quarter, 1999 insured under SAIF
as the result of the acquisition in 1994 of the Minden branch of the failed Oak
Tree Federal Savings Bank, and the 1997 acquisition of First Federal Savings
Bank.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
MINDEN BANCSHARES, INC. AND SUBSIDIARY
Consolidated Net Interest Income and Average Balances
Three Months Ended September 30, 1999 and 1998
(Thousands)
1999 1998
------------------------------- -------------------------------
Average Rate Average Rate
Balance Interest (Annualized) Balance Interest (Annualized)
--------- -------- ------------ --------- -------- ------------
ASSETS
Interest Bearing Balances Due from Banks $4,737 $61 5.11% $7,423 $93 4.97%
Federal Funds Sold 13,886 174 4.97% 25,793 352 5.41%
Investment Securities <F4> 136,843 2,032 5.89% 113,445 1,759 6.15%
Federal Reserve Bank and
Federal Home Loan Bank Stocks 1,616 23 5.65% 1,507 23 6.06%
Loans 153,945 3,551 9.15% 141,803 3,439 9.62%
--------- -------- --------- --------
Total Interest-
Earning Assets <F4> 311,027 $5,841 7.45% 289,971 $5,666 7.75%
Allowance for Loan Losses (3,272) (3,546)
Cash and Due from Banks 10,039 10,807
Other Assets <F4> 11,642 10,994
--------- ---------
Total Assets $329,436 $308,226
========= =========
LIABILITIES
Savings and Interest-
Bearing Demand $91,800 657 2.84% $86,878 $631 2.88%
Time Deposits 138,936 1,709 4.88% 127,366 1,670 5.20%
--------- -------- --------- --------
Total Interest-
Bearing Deposits 230,736 2,366 4.07% 214,244 2,301 4.26%
Securities Sold Under
Repurchase Agreements 10,165 117 4.57% 10,676 134 4.98%
--------- -------- --------- --------
Total Interest-
Bearing Liabilities 240,901 $2,483 4.09% 224,920 $2,435 4.30%
Demand Deposits 47,311 46,608
Other Liabilities 2,166 1,973
--------- ---------
Total Liabilities 290,378 273,501
STOCKHOLDERS' EQUITY
Common Stockholders' Equity 39,058 34,725
--------- ---------
Total Liabilities and
Stockholders' Equity <F4> $329,436 $308,226
========= =========
SPREAD ON INTEREST-BEARING FUNDS <F4> 3.36% 3.45%
NET INTEREST INCOME AND NET
YIELD ON INTEREST-EARNING ASSETS <F4> $3,358 4.28% $3,231 4.42%
======== ======== ======== ========
<F4> Based upon amortized cost of investment securities and includes
adjustment to interest income for the tax equivalent adjustment
on tax-exempt securities.
MINDEN BANCSHARES, INC. AND SUBSIDIARY
Consolidated Net Interest Income and Average Balances
Nine Months Ended September 30, 1999 and 1998
(Thousands)
1999 1998
------------------------------- -------------------------------
Average Rate Average Rate
Balance Interest (Annualized) Balance Interest (Annualized)
--------- -------- ------------ --------- -------- ------------
ASSETS
Interest Bearing Balances Due from Banks $5,406 $197 4.87% $6,247 $255 5.46%
Federal Funds Sold 21,022 741 4.71% 21,238 855 5.38%
Investment Securities <F5> 135,783 5,996 5.90% 113,236 5,288 6.24%
Federal Reserve Bank and
Federal Home Loan Bank Stocks 1,586 67 5.65% 1,469 66 6.00%
Loans 149,074 10,327 9.26% 140,717 10,033 9.53%
--------- -------- --------- --------
Total Interest-
Earning Assets 312,871 $17,328 7.41% 282,907 $16,497 7.80%
Allowance for Loan Losses (3,359) (3,573)
Cash and Due from Banks 11,047 11,148
Other Assets <F5> 11,542 10,854
--------- ---------
Total Assets $332,101 $301,336
========= =========
LIABILITIES
Savings and Interest-
Bearing Demand $93,263 $1,997 2.86% $85,362 $1,849 2.90%
Time Deposits 141,688 5,253 4.96% 125,863 4,920 5.23%
--------- -------- --------- --------
Total Interest-
Bearing Deposits 234,951 7,250 4.13% 211,225 6,769 4.28%
Securities Sold Under
Repurchase Agreements 9,988 353 4.73% 10,548 374 4.74%
--------- -------- --------- --------
Total Interest-
Bearing Liabilities 244,939 $7,603 4.15% 221,773 $7,143 4.31%
Demand Deposits 47,342 44,391
Other Liabilities 2,016 1,747
--------- ---------
Total Liabilities 294,297 267,911
STOCKHOLDERS' EQUITY
Common Stockholders' Equity <F5> 37,804 33,425
--------- ---------
Total Liabilities and
Stockholders' Equity $332,101 $301,336
========= =========
SPREAD ON INTEREST-BEARING FUNDS 3.26% 3.49%
NET INTEREST INCOME AND NET
YIELD ON INTEREST-EARNING ASSETS $9,725 4.16% $9,354 4.42%
======== ======== ======== ========
<F5> Based upon amortized cost of investment securities and includes
adjustment to interest income for the tax equivalent adjustment
on tax-exempt securities.
</TABLE>
PART II - Other Information
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
On July 16, 1999, the Company entered into a definitive agreement with
Regions Financial Corporation (Regions) which provides for the merger of the
Company into Regions. Regions and the Company issued a joint press release
on July 16, 1999 which describes the terms of the proposed merger. The
press release was included in its entirety at Exhibit 99 of the June 30,
1999 10QSB filing.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 Computation of earnings per share
(This computation is provided in Note 4 to the
Financial Statements on Page 8 and Page 9 under
Management's Discussion and Analysis)
(1) 27 Financial Data Schedule(Part I)
(b) Reports on Form 8-K
None
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 hereunto duly authorized.
MINDEN BANCSHARES, INC.
Novwmber 11, 1999 BY:s/ Jack E. Byrd, Jr.
-----------------------------
Jack E. Byrd, Jr.
President and CEO
November 1, 1999 BY:s/ Robert W. Hines, Jr.
-----------------------------
Robert W. Hines, Jr.
Vice-President and
Chief Financial Officer
(2) Financial Data Schedule
EXHIBIT 27
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEPTEMBER
30, 1999 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 13,100
<INT-BEARING-DEPOSITS> 4,560
<FED-FUNDS-SOLD> 17,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 118,716
<INVESTMENTS-CARRYING> 18,429
<INVESTMENTS-MARKET> 18,260
<LOANS> 150,373
<ALLOWANCE> 2,906
<TOTAL-ASSETS> 327,263
<DEPOSITS> 276,785
<SHORT-TERM> 0
<LIABILITIES-OTHER> 11,577
<LONG-TERM> 0
0
0
<COMMON> 775
<OTHER-SE> 38,126
<TOTAL-LIABILITIES-AND-EQUITY> 327,263
<INTEREST-LOAN> 10,327
<INTEREST-INVEST> 5,805
<INTEREST-OTHER> 938
<INTEREST-TOTAL> 17,070
<INTEREST-DEPOSIT> 7,250
<INTEREST-EXPENSE> 7,603
<INTEREST-INCOME-NET> 9,467
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 5,506
<INCOME-PRETAX> 6,196
<INCOME-PRE-EXTRAORDINARY> 4,140
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,140
<EPS-BASIC> 14.75
<EPS-DILUTED> 14.75
<YIELD-ACTUAL> 4.16
<LOANS-NON> 127
<LOANS-PAST> 368
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 446
<ALLOWANCE-OPEN> 3,392
<CHARGE-OFFS> 676
<RECOVERIES> 486
<ALLOWANCE-CLOSE> 2,906
<ALLOWANCE-DOMESTIC> 2,906
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
